----

**AMENDED      AND RESTATED**

**INTER-COMPANY      POWER AGREEMENT**

** **

*subsection*

| **ARTICLE                1**  |
|------------------------------------|
| **Definitions**               |
| 1.01                          | For                the purposes of this Agreement, the following terms, wherever used                herein,                shall have the following meanings:  |
|                               | 1.011  | “Affiliate”                means, with respect to a specified person, any other person that                directly                or indirectly through one or more intermediaries controls, is controlled                by, or is under common control with, such specified person; provided                that                “control” for these purposes means the possession, directly or indirectly,                of the power to direct or cause the direction of the management and                policies of a person, whether through the ownership of voting securities,                by contract or otherwise**.**  |
|                               | 1.012  | “Arbitration                Board” has the meaning set forth in Section 9.10.  |
|                               | 1.013  | “Available                Energy” of the Project Generating Stations means the energy associated                with Available Power.  |
|                               | 1.014  | “Available                Power” of the Project Generating Stations at any particular time means the                total net kilowatts at the 345-kV busses of the Project Generating                Stations which Corporation in its sole discretion will determine                that the                Project Generating Stations will be capable of safely delivering                under                conditions then prevailing, including all conditions affecting                capability.  |
|                               | 1.015  | “Corporation”                means OVEC, IKEC, and all other subsidiary corporations of                OVEC.  |
|                               | 1.016  | “Decommissioning                and Demolition Obligation” has the meaning set forth in Section 5.03(f)                hereof.  |
|                               | 1.017  | “ECAR                Emergency Energy” means energy sold by Corporation from its Spinning                Reserve during an ECAR Reserve Sharing Period.  |
|                               | 1.018  | “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.  |
|                               | 1.019  | “Effective                Date” means March 13, 2006, or to the extent necessary, such later date                on                which Corporation notifies the Sponsoring Companies that all conditions                to                effectiveness, including all required waiting periods and all required                regulatory acceptances or approvals, of this Agreement (including                Modification No. 1 to this Agreement) have been satisfied in form                and                substance satisfactory to the Corporation.  |
|                               | 1.0110  | “Election                Period” has the meaning set forth in Section 9.183(a) hereof.  |
|                               | 1.0111  | “Minimum                Generating Unit Output” means 80 MW (net) for each of the Corporation’s                generation units; provided that such “Minimum Generating Unit Output”                shall be confirmed from time to time by operating tests on the                Corporation’s generation units and shall be adjusted by the Operating                Committee as appropriate following such tests.  |
|                               | 1.0112  | “Minimum                Loading Event” means a period of time during which one or more of the                Corporation’s generation units are operating at below the Minimum                Generating Output as a result of the Sponsoring Companies’ failure to                schedule and take delivery of sufficient Available Energy.  |
|                               | 1.0113  | “Minimum                Loading Event Costs” means the sum of the following costs caused by one or                more Minimum Loading Events: (i) the actual costs of any of the                Corporation’s generating units burning fuel oil; and (ii) the estimated                actual additional costs to the Corporation resulting from Minimum                Loading                Events, including without limitation the incremental costs of additional                emissions allowances, reflected in the schedule of charges prepared                by the                Operating Committee and in effect as of the commencement of any Minimum                Loading Event, which schedule may be adjusted from time to time as                necessary by the Operating Committee.  |
|                               | 1.0114  | “Month”                means a calendar month.  |
|                               | 1.0115  | “Nominal                Power Available” means an individual Sponsoring Company’s Power                Participation Ratio share of the Corporation’s current estimate of the                maximum amount of Available Power available for delivery at any given                time.  |
|                               | 1.0116  | “Offer                Notice” means the notice required to be given to the other Sponsoring                Companies by a Transferring Sponsor offering to sell all or a portion                of                such Transferring Sponsor’s rights, title and interests in, and                obligations under this Agreement. At a minimum, the Offer Notice                shall be                in writing and shall contain (i) the rights, title and interests                in, and                obligations under this Agreement that the Transferring Sponsor proposes                to                Transfer; and (ii) the cash purchase price and any other material                terms                and conditions of such proposed transfer. An Offer Notice may not                contain                terms or conditions requiring the purchase of any non-OVEC                interests.  |
|                               | 1.0117  | “OVEC                Emergency Energy” means energy purchased by Corporation during an ECAR                Reserve Sharing Period pursuant to the provisions of ECAR Document                No.                2.  |
|                               | 1.0118  | “Permitted                Assignee” means a person that is (a) a Sponsoring Company or its Affiliate                whose long-term unsecured non-credit enhanced indebtedness, as of                the date                of such assignment, has a Standard & Poor’s credit rating of at least                BBB- and a Moody’s Investors Service, Inc. credit rating of at least Baa3                (provided that, if the proposed assignee’s long-term unsecured non-credit                enhanced indebtedness is not currently rated by one of Standard &                Poor’s or Moody, such assignee’s long-term unsecured non-credit enhanced                indebtedness, as of the date of such assignment, must have either                a                Standard & Poor’s credit rating of at least BBB- or a Moody’s                Investors Service, Inc. credit rating of at least Baa3); or (b) a                Sponsoring Company or its Affiliate that does not meet the criteria                in                subsection (a) above, if the Sponsoring Company or its Affiliate                that is                assigning its rights, title and interests in, and obligations under,                this                Agreement agrees in writing (in form and substance satisfactory to                Corporation) to remain obligated to satisfy all of the obligations                related                to the assigned rights, title and interests to the extent such obligations                are not satisfied by the assignee of such rights, title and interests;                provided                that,                in no event shall a person be deemed a “Permitted Assignee” if counsel for                the Corporation reasonably determines that the assignment of the                rights,                title or interests in, or obligations under, this Agreement to such                person                could cause a termination, default, loss or payment obligation under                any                security issued, or agreement entered into, by the Corporation prior                to                such transfer.  |
|                               | 1.0119  | “Postretirement                Benefit Obligation” has the meaning set forth in Section 5.03(e)                hereof.  |
|                               | 1.0120  | “Power                Participation Ratio” as applied to each of the Sponsoring Companies refers                to the percentage set forth opposite its respective name in the tabulation                below:  |

| Company                         | Power                ParticipationRatio—Percent     |
|---------------------------------|-----------------------------------------------------------|
| Allegheny                       | 9.00                                                      |
| Appalachian                     | 15.69                                                     |
| Cincinnati                      | 9.00                                                      |
| Columbus                        | 4.44                                                      |
| Dayton                          | 4.90                                                      |
| FirstEnergy.                    | 20.50                                                     |
| Indiana                         | 7.85                                                      |
| Kentucky                        | 2.50                                                      |
| Louisville                      | 5.63                                                      |
| Monongahela                     | 3.50                                                      |
| Ohio                Power       | 15.49                                                     |
| Southern                Indiana | 1.50                                                      |
| Total                           |                       100.0 |

|                                                                                                                                                                                                    | 1.0121                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | “Spinning                Reserve” means unloaded generation which is synchronized and ready to                serve additional demand within ten minutes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                    | 1.0122                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | “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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                    | 1.0123                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | “Tariff”                means the open access transmission tariff of the Corporation, as                amended                from time to time, or any successor tariff, as accepted by the Federal                Energy Regulatory Commission or any successor agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                    | 1.0124                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | “Third                Party” means any person other than a Sponsoring Company or its                Affiliate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                    | 1.0125                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | “Total                Minimum Generating Output” means the product of the Minimum Generating                Unit Output times the number of the Corporation’s generation units                available for service at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                    | 1.0126                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | “Transferring                Sponsor” has the meaning set forth in Section 9.183(a)                hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                    | 1.0127                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | “Uniform                System of Accounts” means the Uniform System of Accounts prescribed by the                Federal Energy Regulatory Commission as in effect on January 1,                2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **ARTICLE                2**                                                                                                                                                                       |
| **Transmission                Agreement and Facilities**                                                                                                                                           |
| 2.01                                                                                                                                                                                               | *Transmission                Agreement*.                The Corporation shall enter into a transmission service agreement                under                the Tariff, and the Corporation shall reserve and schedule transmission                service, ancillary services and other transmission-related services                in                accordance with the Tariff to provide for the delivery of Available                Power                and Available Energy to the applicable delivery points under this                Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.02                                                                                                                                                                                               | *Limited                Burdening of Corporation’s Transmission Facilities.*                Transmission facilities owned by the Corporation, including 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 Available Power, ECAR Emergency Energy or OVEC Emergency                Energy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **ARTICLE                3**                                                                                                                                                                       |
| **ECAR                and OVEC 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.03                                                                                                                                                                                               | In                the event that Corporation is required to purchase, and pay other                entities                for, OVEC Emergency Energy, each Sponsoring Company shall pay its                share,                in accordance with its Power Participation Ratio, of the full amount                paid                by Corporation for OVEC Emergency Energy in accordance with the applicable                FERC filed emergency energy charge; provided, however, that Corporation                shall credit any payments which Corporation owes to any Sponsoring                Company                for ECAR Emergency Energy against the amounts otherwise payable by                such                Sponsoring Company for OVEC Emergency Energy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **ARTICLE                4**                                                                                                                                                                       |
| **Available                Power Supply**                                                                                                                                                          |
| 4.01                                                                                                                                                                                               | *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 Available 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.02                                                                                                                                                                                               | *Available                Power Entitlement.*                The Sponsoring Companies collectively shall be entitled to take from                Corporation and Corporation shall be obligated to supply to the Sponsoring                Companies any and all Available Power and Available Energy pursuant                to the                provisions of this Agreement. Each Sponsoring Company’s Available Power                Entitlement hereunder shall be its Power Participation Ratio, as                defined                in *subsection*                1.0120, of Available Power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.03                                                                                                                                                                                               | *Available                Energy.*                Corporation shall make Available Energy available to each Sponsoring                Company in proportion to said Sponsoring Company’s Power Participation                Ratio. No Sponsoring Company, however, shall be obligated to avail                itself                of any Available Energy. Available Energy shall be scheduled and                taken by                the Sponsoring Companies in accordance with the following                procedures:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                    | 4.031                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Each                Sponsoring Company shall schedule the delivery of all or any portion                (in                whole MW increments) of its entitlement to Available Energy in accordance                with scheduling procedures established by the Operating Committee                from                time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                    | 4.032                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | In                the event that any Sponsoring Company does not schedule the delivery                of                all of its Power Participation Ratio share of Available Energy, then                each                such other Sponsoring Company may schedule the delivery of all or                any                portion (in whole MW increments) of any such unscheduled share of                Available Energy (through successive allotments if necessary) in                proportion to their Power Participation Ratios.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                    | 4.033                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Notwithstanding                any Available Energy schedules made in accordance with this Section                4.03                and the applicable scheduling procedures, (i) the Corporation shall                adjust                all schedules to the extent that the Corporation’s actual generation                output is less than or more than the expected Nominal Power Available                to                all Sponsoring Companies, or to the extent that the Corporation is                unable                to obtain sufficient transmission service under the Tariff for the                delivery of all scheduled Available Energy; and (ii) immediately                following                a Minimum Loading Event, any Sponsoring Company causing (in whole                or part)                such Minimum Loading Event shall have its Available Energy schedules                increased after the schedules of the Sponsoring Companies not causing                such                Minimum Load Event, in accordance with the estimated ramp rates associated                with the shutdown and start-up of the Corporation’s generation units as                reflected in the schedules prepared by the Operating Committee and                in                effect as of the commencement of any Minimum Loading Event, which                schedules may be adjusted from time to time as necessary by the Operating                Committee.                                                                                                                                                                                     |
|                                                                                                                                                                                                    | 4.034                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Each                Sponsoring Company availing itself of Available Energy shall be entitled                to an amount of energy (herein called billing kilowatt-hours of Available                Energy) equal to its portion, determined as provided in this Section                4.03,                of the total Available Energy after deducting therefrom such Sponsoring                Company’s proportionate share, as defined in this Section 4.03, of all                losses as determined in accordance with the Tariff incurred in                transmitting the total of such Available Energy from the 345-kV busses                of                the Project Generating Stations to the applicable delivery points,                as                scheduled pursuant to Section 9.01, of all Sponsoring Companies availing                themselves of Available Energy. The proportionate share of all such                losses                that shall be so deducted from such Sponsoring Company’s portion of                Available Energy shall be equal to all such losses multiplied by                the ratio                of such portion of Available Energy to the total of such Available                Energy.                Each Sponsoring Company shall have the right, pursuant to this Section                4.03, to avail itself of Available Energy for the purpose of meeting                the                loads of its own system and/or of supplying energy to other systems                in                accordance with agreements, other than this Agreement, to which such                Sponsoring Company is a party.  |
|                                                                                                                                                                                                    | 4.035                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | To                the extent that, as a result of the failure by one or more Sponsoring                Companies to take its respective Power Participation Ratio share                of the                applicable Total Minimum Generating Output during any hour, a Minimum                Loading Event shall occur, then such one or more Sponsoring Companies                shall be assessed charges for any Minimum Loading Event Costs in                accordance with Section 5.06.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **ARTICLE                5**                                                                                                                                                                       |
| **Charges                for Available Power, ECAR and OVEC Emergency Energy, and Minimum                Loading                Event Costs**                                                      |
| 5.01                                                                                                                                                                                               | *Total                Monthly Charge.*                The amount to be paid to Corporation each month by the Sponsoring                Companies for Available Power and Available Energy supplied under                this                Agreement shall consist of the sum of an energy charge, a demand                charge, a                transmission charge and, if applicable, an emergency energy charge,                all                determined as set forth in this *Article*                5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.02                                                                                                                                                                                               | *Energy                Charge.*                The energy charge to be paid each month by the Sponsoring Companies                for                Available Energy shall be determined by Corporation as                follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                    | 5.021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Determine                the aggregate of all expenses for fuel incurred in the operation                of the                Project Generating Stations, in accordance with Account 501 (Fuel),                Account 506.5 (Variable Reagent Costs Associated With Pollution Control                Facilities) and 509 (Allowances) of the Uniform System of                Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                    | 5.022                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Determine                for such month the difference between the total cost of fuel as described                in subsection 5.021 above and the sum of (i) the total cost of fuel                used                to generate ECAR Emergency Energy, and (ii) the total cost of fuel                included in any Minimum Loading Event Costs payable to the Corporation                for                such month pursuant to Section 8.04. 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 Available Energy. For Available Energy                availed                of by the Sponsoring Companies, each Sponsoring Company shall pay                Corporation for each such month an amount obtained by multiplying                the                ratio of the billing kilowatt-hours of such Available Energy availed                of by                such Sponsoring Company during such month to the aggregate of the                billing                kilowatt-hours of all Available Energy availed of by all Sponsoring                Companies during such month times the total cost of fuel as described                in                this subsection 5.022 for such month.                                                                                                                                                                                                                                                                            |
| 5.03                                                                                                                                                                                               | *Demand                Charge*.                During the period commencing with the Effective Date and for the                remainder                of the term of this Agreement, demand charges payable by the Sponsoring                Companies to Corporation shall be determined by the Corporation as                provided below in this Section 5.03. Each Sponsoring Company's share                of                the aggregate demand charges shall be the percentage of such charges                represented by its Power Participation Ratio. The                aggregate demand charge payable each month by the Sponsoring Companies                to                Corporation shall be equal to the total costs incurred for such month                by                Corporation resulting from its ownership, operation, and maintenance                of                the Project Generating Stations and Project Transmission Facilities                determined as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | As                soon as practicable after the close of each calendar month the following                components of costs of Corporation (eliminating any duplication of                costs                which might otherwise be reflected among the corporate entities comprising                Corporation) applicable for such month to the ownership, operation                and                maintenance of the Project Generating Stations and the Project                Transmission Facilities, including additional facilities and/or spare                parts (such as fuel processing plants, flue gas or waste product                processing facilities, and facilities reasonably required to enable                the                Corporation to limit the emission of pollutants or the discharge                of wastes                in compliance with governmental requirements) and replacements necessary                or desirable to keep the Project Generating Stations and the Project                Transmission Facilities in a dependable and efficient operating condition,                and any provision for any taxes that may be applicable to such charges,                to                be determined and recorded in the following manner:                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Component                (A) shall consist of fixed charges made up of (i) the amounts of                interest properly chargeable to Accounts 427, 430 and 431, less the                amount                thereof credited to Account 432, of the Uniform System of Accounts,                including the interest component of any purchase price, interest,                rental                or other payment under an installment sale, loan, lease or similar                agreement relating to the purchase, lease or acquisition by Corporation                of                additional facilities and replacements (whether or not such interest                or                other amounts have come due or are actually payable during such Month),                (ii) the amounts of amortization of debt discount or premium and                expenses properly chargeable to Accounts 428 and 429, and (iii) an                amount equal to the sum of (I) the applicable amount of the debt                amortization component for such month required to retire the total                amount                of indebtedness of Corporation issued and outstanding, (II) the                amortization requirement for such month in respect of indebtedness                of                Corporation incurred in respect of additional facilities and replacements,                and (III) to the extent not provided for pursuant to clause (II)                of this clause (iii), an appropriate allowance for depreciation of                additional facilities and replacements.  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Component                (B) shall consist of the total operating expenses for labor, maintenance,                materials, supplies, services, insurance, administrative and general                expense, etc., properly chargeable to the Operation and Maintenance                Expense Accounts of the Uniform System of Accounts (exclusive of                Accounts                501, 509, 555, 911, 912, 913, 916, and 917 of the Uniform System                of                Accounts), minus the total of all non-fuel costs included in any                Minimum                Loading Event Costs payable to the Corporation for such month pursuant                to                Section 8.04, minus the total of all transmission charges payable                to the                Corporation for such month pursuant to Section 5.04, and plus any                additional amounts which, after provision for all income taxes on                such                amounts (which shall be included in Component (C) below), shall equal                any                amounts paid or payable by Corporation as fines or penalties with                respect                to occasions where it is asserted that Corporation failed to comply                with a                law or regulation relating to the emission of pollutants or the discharge                of wastes.  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Component                (C) shall consist of the total expenses for taxes, including all                taxes on                income but excluding any federal income taxes arising from payments                to                Corporation under Component (D) below, and all operating or other                costs or                expenses, net of income, not included or specifically excluded in                Components (A) or (B) above, including tax adjustments, regulatory                adjustments, net losses for the disposition of property and other                net                costs or expenses associated with the operation of a utility.  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Component                (D) shall consist of an amount equal to the product of $2.089 multiplied                by the total number of shares of capital stock of the par value of                $100                per share of Ohio Valley Electric Corporation which shall have been                issued                and which are outstanding on the last day of such month.  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Component                (E) shall consist of an amount to be sufficient to pay the costs                and other                expenses relating to the establishment, maintenance and administration                of                life insurance, medical insurance and other postretirement benefits                other                than pensions attributable to the employment and employee service                of                active employees, retirees, or other employees, including without                limitation any premiums due or expected to become due, as well as                administrative fees and costs, such amounts being sufficient to provide                payment with respect to all periods for which Corporation has committed                or                is otherwise obligated to make such payments, including amounts                attributable to current employee service and any unamortized prior                service                cost, gain or loss attributable to prior service years (“Postretirement                Benefit Obligation”); provided                that,                the amount payable for Postretirement Benefit Obligations during                any month                shall be determined by the Corporation based on, among other factors,                the                Statement of Financial Accounting Standards No. 106 (Employers’ Accounting                For Postretirement Benefits Other Than Pensions) and any applicable                accounting standards, policies or practices as adopted from time                to time                relating to accruals with respect to all or any portion of such                Postretirement Benefit Obligation.  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Component                (F) shall consist of an amount that may be incurred in connection                with the                decommissioning, shutdown, demolition and closing of the Project                Generating Stations when production of electric power and energy                is                discontinued at such Project Generating Stations, which amount shall                include, without limitation the following costs (net of any salvage                credits): the costs of demolishing the plants’ building structures,                disposal of non-salvageable materials, removal and disposal of insulating                materials, removal and disposal of storage tanks and associated piping,                disposal or removal of materials and supplies (including fuel oil                and                coal), grading, covering and reclaiming storage and disposal areas,                disposing of ash in ash ponds to the extent required by regulatory                authorities, undertaking corrective or remedial action required by                regulatory authorities, and any other costs incurred in putting the                facilities in a condition necessary to protect health or the environment                or which are required by regulatory authorities, or which are incurred                to                fund continuing obligations to monitor or to correct environmental                problems which result, or are later discovered to result, from the                facilities’ operation, closure or post-closure activities                (“Decommissioning and Demolition Obligation”)                provided that,                the amount payable for Decommissioning and Demolition Obligations                during                any month shall be calculated by Corporation based on, among other                factors, the then-estimated useful life of the Project Generating                Stations                and any applicable accounting standards, policies or practices as                adopted                from time to time relating to accruals with respect to all or any                portion                of such Decommissioning and Demolition Obligation, and provided                further that,                the Corporation shall recalculate the amount payable under this Component                (F) for future months from time to time, but in no event later than                five                (5) years after the most recent calculation.  |
| 5.04                                                                                                                                                                                               | *Transmission                Charge*.                The transmission charges to be paid each month by the Sponsoring                Companies                shall be equal to the total costs incurred for such month by Corporation                for the purchase of transmission service, ancillary services and                other                transmission-related services under the Tariff as reserved and scheduled                by the Corporation to provide for the delivery of Available Power                and                Available Energy to the applicable delivery points under this Agreement.                Each Sponsoring Company's share of the aggregate transmission charges                shall be the percentage of such charges represented by its Power                Participation Ratio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 5.05                                                                                                                                                                                               | *ECAR                and OVEC Emergency Energy.*                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).                The                amount to be paid to Corporation for OVEC Emergency Energy purchased                by                Corporation under this Agreement shall be the applicable FERC filed                emergency energy charge per kilowatt hour (plus any applicable                transmission charges calculated in accordance with applicable                law).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 5.06                                                                                                                                                                                               | *Minimum                Loading Event Costs.*                To                the extent that, as a result of the failure by one or more Sponsoring                Companies to take its respective Power Participation Ratio share                of the                applicable Total Minimum Generating Output during any hour, a Minimum                Loading Event shall occur, then the sum of all Minimum Loading Event                Costs                relating to such Minimum Loading Event shall be charged to such Sponsoring                Company or group of Sponsoring Companies that failed take its respective                Power Participation Ratio share of the applicable Total Minimum Generating                Output during such period, with such Minimum Loading Event Costs                allocated                among such Sponsoring Companies on a pro-rata basis in accordance                with                such Sponsoring Company’s MWh share of the MWh reduction in the delivery                of Available Energy causing any Minimum Loading Event. The applicable                charges for Minimum Loading Event Costs as determined by the corporation                in accordance with Section 5.06 shall be paid each month by the applicable                Sponsoring Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **ARTICLE                6**                                                                                                                                                                       |
| **Metering                of Energy Supplied**                                                                                                                                                     |
| 6.01                                                                                                                                                                                               | *Measuring                Instruments.*                The parties hereto shall own and maintain such metering equipment                as may                be necessary to provide complete information regarding the delivery                of                power and energy to or for the account of any of the parties hereto;                and                the ownership and expense of such metering shall be in accordance                with                agreements among them. Each party will at its own expense make such                periodic tests and inspections of its meters as may be necessary                to                maintain them at the highest practical commercial standard of accuracy                and                will advise all other interested parties hereto promptly of the results                of                any such test showing an inaccuracy of more than 1%. Each party will                make                additional tests of its meters at the request of any other interested                party. Other interested parties shall be given notice of, and may                have                representatives present at, any test and inspection made by another                party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **ARTICLE                7**                                                                                                                                                                       |
| **Costs                of Replacements and Additional Facilities;****Payments                for Employee Benefits;****Decommissioning,                Shutdown, Demolition and Closing Charges**  |
| 7.01                                                                                                                                                                                               | *Replacement                Costs.*                The Sponsoring Companies shall reimburse Corporation for the difference                between (a) the total cost of replacements chargeable to property and                plant made by Corporation during any month prior thereto (and not                previously reimbursed) and (b) the amounts received by Corporation as                proceeds of fire or other applicable insurance protection, or amounts                recovered from third parties responsible for damages requiring                replacement, plus provision for all taxes on income on such difference;                provided that, to the extent that the Corporation arranges for the                financing of any replacements, the payments due under this Section                7.01                shall equal the amount of all principal, interest, taxes and other                costs                and expenses related to such financing during any month. Each Sponsoring                Company’s share of such payment shall be the percentage of such costs                represented by its Power Participation Ratio. The term cost of                replacements, as used herein, shall include all components of cost,                plus                removal expense, less salvage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 7.02                                                                                                                                                                                               | *Additional                Facility Costs.*                The Sponsoring Companies shall reimburse Corporation for the total                cost of additional facilities and/or spare parts purchased and/or                installed by Corporation during any month prior thereto (and not                previously reimbursed), plus provision for all taxes on income on                such                costs; provided that, to the extent that the Corporation arranges                for the                financing of any additional facilities and/or spare parts, the payments                due under this Section 7.02 shall equal the amount of all principal,                interest, taxes and other costs and expenses related to such financing                during any month. Each Sponsoring Company’s share of such payment shall be                the percentage of such costs represented by its Power Participation                Ratio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 7.03                                                                                                                                                                                               | *Payments                for Employee Benefits**.*                Not later than the effective date of termination of this Agreement,                each                Sponsoring Company will pay to Corporation its Power Participation                Ratio                share of additional amounts, after provision for any taxes that may                be                applicable thereto, sufficient to cover any shortfall if the amount                of the                Postretirement Benefit Obligation collected by the Corporation prior                to                the effective date of termination of the Agreement is insufficient                to                permit Corporation to fulfill its commitments or obligations with                respect                to both postemployment benefit obligations under the Statement of                Financial Accounting Standards No. 112 and postretirement benefits                other                than pensions, as determined by Corporation with the aid of an actuary                or                actuaries selected by the Corporation based on the terms of the                Corporation’s then-applicable plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 7.04                                                                                                                                                                                               | *Decommissioning,                Shutdown, Demolition and Closing**.*                The Sponsoring Companies recognize that a part of the cost of supplying                power to it under this Agreement is the amount that may be incurred                in                connection with the decommissioning, shutdown, demolition and closing                of                the Project Generating Stations when production of electric power                and                energy is discontinued at such Project Generating Stations. Not later                than                the effective date of termination of this Agreement, each Sponsoring                Company will pay to Corporation its Power Participation Ratio share                of                additional amounts, after provision for any taxes that may be applicable                thereto, sufficient to cover any shortfall if the amount of the                Decommissioning and Demolition Obligation collected by the Corporation                prior to the effective date of termination of the Agreement is                insufficient to permit Corporation to complete the decommissioning,                shutdown, demolition and closing of the Project Generating Stations,                based                on the Corporation’s recalculation of the Decommissioning and Demolition                Obligation in accordance with Section 5.03(f) of this Agreement no                earlier                than twelve (12) months before the effective date of termination                of this                Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **ARTICLE                8**                                                                                                                                                                       |
| **Billing                and Payment**                                                                                                                                                             |
| 8.01                                                                                                                                                                                               | *Available                Power, and Replacement and Additional Facility Costs.*                As                soon as practicable after the end of each month Corporation shall                render                to each Sponsoring Company a statement of all Available Power and                Available Energy supplied to or for the account of such Sponsoring                Company                during such month, specifying the amount due to the Corporation therefor,                including any amounts for reimbursement for the cost of replacements                and                additional facilities and/or spare parts incurred during such month,                pursuant to *Articles* 5                and 7 above. Such Sponsoring Company shall make payment therefor                promptly                upon the receipt of such statement, but in no event later than fifteen                (15) days after the date of receipt of such statement. In case any                factor                entering into the computation of the amount due for Available Power                and                Available Energy cannot be determined at the time, it shall be estimated                subject to adjustment when the actual determination can be                made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 8.02                                                                                                                                                                                               | *Provisional                Payments for Available Power*.                The Sponsoring Companies shall, from time to time, at the request                of the                Corporation, make provisional semi-monthly payments for Available                Power in                amounts approximately equal to the estimated amounts payable for                Available                Power delivered by Corporation to the Sponsoring Companies during                each                semi-monthly period. As soon as practicable after the end of each                semi-monthly period with respect to which Corporation has requested                the                Sponsoring Companies to make provisional semi-monthly payments for                Available Power, Corporation shall render to each Sponsoring Company                a                separate statement indicating the amount payable by such Sponsoring                Company for such semi-monthly period. Such Sponsoring Company shall                make                payment therefor promptly upon receipt of such statement, but in                no event                later than fifteen (15) days after the date of receipt of such statement                and the amounts so paid by such Sponsoring Company shall be credited                to                the account of such Sponsoring Company with respect to future payments                to                be made pursuant to *Articles*                5                and 7 above by such Sponsoring Company to Corporation for Available                Power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 8.03                                                                                                                                                                                               | *ECAR                and OVEC 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 and all OVEC Emergency Energy supplied to Corporation                during                such month, specifying the amount due to the Corporation therefor                pursuant                to *Article* 5                above; provided, however, that Corporation shall credit any payments                which                Corporation owes to any Sponsoring Company for ECAR Emergency Energy                against the amounts otherwise payable by such Sponsoring Company                for OVEC                Emergency Energy. Such Sponsoring Company shall make payment therefor                promptly upon the receipt of such statement, but in no event later                than                fifteen (15) days after the date of receipt of such statement. In                case the                computation of the amount due for ECAR Emergency Energy or OVEC 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 8.04                                                                                                                                                                                               | *Minimum                Loading Event Costs.*                As                soon as practicable after the end of each month, Corporation shall                render                to each Sponsoring Company a statement indicating any applicable                charges                for Minimum Loading Event Costs pursuant to Section 5.06 during such                month, specifying the amount due to the Corporation therefor pursuant                to                *Article* 5                above. Such Sponsoring Company shall make payment therefor promptly                upon                the receipt of such statement, but in no event later than fifteen                (15)                days after the date of receipt of such statement. In case the computation                of the amount due for Minimum Loading Event Costs 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 8.05                                                                                                                                                                                               | *Unconditional                Obligation to Pay Demand and Other Charges.*The                obligation of each Sponsoring Company to pay its specified portion                of the                Demand Charge under Section 5.03, the Transmission Charge under Section                5.04, and all charges under *Article*                7                for any Month shall not be reduced irrespective of:* *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | whether                or not any Available Power or Available Energy are supplied by the                Corporation during such calendar month and whether or not any Available                Power or Available Energy are accepted by any Sponsoring Company                during                such calendar month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the                existence of any claim, set-off, defense, reduction, abatement or                other                right (other than irrevocable payment, performance, satisfaction                or                discharge in full) that such Sponsoring Company may have, or which                may at                any time be available to or be asserted by such Sponsoring Company,                against the Corporation , any other Sponsoring Company, any creditor                of                the Corporation or any other Person (including, without limitation,                arising as a result of any breach or alleged breach by either the                Corporation, any other Sponsoring Company, any creditor of the Corporation                or any other Person under this Agreement or any other agreement (whether                or not related to the transactions contemplated by this Agreement                or any                other agreement) to which such party is a party); o                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the                validity or enforceability against any other Sponsoring Company of                this                Agreement or any right or obligation hereunder (or any release or                discharge thereof) at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                             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| **ARTICLE                9**                                                                                                                                                                       |
| **General                Provisions**                                                                                                                                                              |
| 9.01                                                                                                                                                                                               | *Characteristics                of Supply and Points of Delivery.*                All power and energy delivered hereunder shall be 3-phase, 60-cycle,                alternating current, at a nominal unregulated voltage designated                for the                point of delivery as described in this *Article*                9.                Available Power and Available Energy to be delivered between Corporation                and the Sponsoring Companies pursuant to this Agreement shall be                delivered                under the terms and conditions of the Tariff at the points, as scheduled                by the Sponsoring Company in accordance with procedures established                by the                Operating Committee and in accordance with Section 9.02, where the                transmission facilities of Corporation interconnect with the transmission                facilities of any Sponsoring Company (or its successor or predecessor);                provided that, to the extent that a joint and common market is established                for the sale of power and energy by Sponsoring Companies within one                or                more of the regional transmission organizations or independent system                operators approved by the Federal Energy Regulatory Commission in                which                the Sponsoring Companies are members or otherwise participate, then                Corporation and the Sponsoring Companies shall take such action as                reasonably necessary to permit the Sponsoring Companies to bid their                entitlement to power and energy from Corporation into such market(s)                in                accordance with the procedures established for such                market(s).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.02                                                                                                                                                                                               | *Modification                of Delivery Schedules Based on Available Transmission                Capability.*                To                the extent that transmission capability available for the delivery                of                Available Power and Available Energy at any delivery point is less                than                the total amount of Available Power and Available Energy scheduled                for                delivery by the Sponsoring Companies at such delivery point in accordance                with Section 9.01, then the following procedures shall apply and                the                Corporation and the applicable Sponsoring Companies shall modify                their                delivery schedules accordingly until the total amount of Available                Power                and Available Energy scheduled for delivery at such delivery point                is                equal to or less than the transmission capability available for the                delivery of Available Power and Available Energy: (a) the transmission                capability available for the delivery of Available Power and Available                Energy at the following delivery points shall be allocated first                on a pro                rata basis (in whole MW increments) to the following Sponsoring Companies                up to their Power Participation Ratio share of the total amount of                Available Energy available to all Sponsoring Companies (and as applicable,                further allocated among Sponsoring Companies entitled to allocation                under                this Section 9.02(a) in accordance with their Power Participation                Ratios):                (i) to Allegheny, Appalachian, Columbus, FirstEnergy, Indiana, Monongahela                and Ohio Power (or their successors) for deliveries at the points                of                interconnection between the Corporation and Appalachian, Columbus,                Indiana                or Ohio Power, or their successors; (ii) to Cincinnati (or its successor)                for deliveries at the points of interconnection between the Corporation                and Cincinnati or its successor; (iii) to Dayton (or its successor)                for                deliveries at the points of interconnection between the Corporation                and                Dayton or its successor; and (iv) to Kentucky, Louisville and Southern                Indiana (or their successors) for deliveries at the points of                interconnection between the Corporation and Louisville or Kentucky,                or                their successors; and (b) any remaining transmission capability available                for the delivery of Available Power and Available Energy shall be                allocated on a pro rata basis (in whole MW increments) to the Sponsoring                Companies in accordance with their Power Participation                Ratios.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 9.03                                                                                                                                                                                               | *Operation                and Maintenance of Systems Involved.*                Corporation and the Sponsoring Companies shall operate their systems                in                parallel, directly or indirectly, except during emergencies that                temporarily preclude parallel operation. The parties hereto agree                to                coordinate their operations to assure maximum continuity of service                from                the Project Generating Stations, and with relation thereto shall                cooperate                with one another in the establishment of schedules for maintenance                and                operation of equipment and shall cooperate in the coordination of                relay                protection, frequency control, and communication and telemetering                systems.                The parties shall build, maintain and operate their respective systems                in                such a manner as to minimize so far as practicable rapid fluctuations                in                energy flow among the systems. The parties shall cooperate with one                another in the operation of reactive capacity so as to assure mutually                satisfactory power factor conditions among themselves. The                parties hereto shall exercise due diligence and foresight in carrying                out                all matters related to the providing and operating of their respective                power resources so as to minimize to the extent practicable deviations                between actual and scheduled deliveries of power and energy among                their                systems. The parties hereto shall provide and/or install on their                respective systems such communication, telemetering, frequency and/or                tie-line control facilities essential to so minimizing such deviations;                and shall fully cooperate with one another and with third parties                (such                third parties whose systems are either directly or indirectly                interconnected with the systems of the Sponsoring Companies and who                of                necessity together with the parties hereto must unify their efforts                cooperatively to achieve effective and efficient interconnected systems                operation) in developing and executing operating procedures that                will                enable the parties hereto to avoid to the extent practicable deviations                from scheduled deliveries. In                order to foster coordination of the operation and maintenance of                Corporation’s transmission facilities with those facilities of Sponsoring                Companies that are owned or functionally controlled by a regional                transmission organization or independent system operator, Corporation                shall use commercially reasonable efforts to enter into a coordination                agreement with any regional transmission organization or independent                system operator approved by the Federal Energy Regulatory Commission                that                operates transmission facilities that interconnect with Corporation’s                transmission facilities, and to enter into a mutually agreeable services                agreement with a regional transmission organization or independent                system                operator to provide the Corporation with reliability and security                coordination services and other related services.  |
| 9.04                                                                                                                                                                                               | *Power                Deliveries as Affected by Physical Characteristics of                Systems.*                It                is recognized that the physical and electrical characteristics of                the                transmission facilities of the interconnected network of which the                transmission systems of the Sponsoring Companies, Corporation, and                other                systems of third parties not parties hereto are a part, may at times                preclude the direct delivery at the points of interconnection between                the                transmission systems of one or more of the Sponsoring Companies and                Corporation, of some portion of the energy supplied under this Agreement,                and that in each such case, because of said characteristics, some                of the                energy will be delivered at points which interconnect the system                of one or                more of the Sponsoring Companies with systems of companies not parties                to                this Agreement. The parties hereto shall cooperate in the development                of                mutually satisfactory arrangements among themselves and with such                companies not parties hereto whereby the supply of power and energy                contemplated hereunder can be fulfilled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 9.05                                                                                                                                                                                               | *Operating                Committee.*                There shall be an “Operating Committee” consisting of one member appointed                by the Corporation and one member appointed by each of the Sponsoring                Companies electing so to do; provided that, if any two or more Sponsoring                Companies are Affiliates, then such Affiliates shall together be                entitled                to appoint only one member to the Operating Committee. The “Operating                Committee” shall establish (and modify as necessary) scheduling,                operating, testing and maintenance procedures of the Corporation                in                support of this Agreement, including establishing: (i) procedures                for                scheduling delivery of Available Energy under Section 4.03, (ii)                procedures for power and energy accounting, (iii) procedures for                the                reservation and scheduling of firm and non-firm transmission service                under                the Tariff for the delivery of Available Power and Available Energy,                (iv)                the Minimum Generating Unit Output, and (v) the form of notifications                relating to power and energy and the price thereof. In addition,                the                Operating Committee shall consider and make recommendations to                Corporation’s Board of Directors with respect to such other problems as                may arise affecting the transactions under this Agreement. The decisions                of the Operating Committee, including the adoption or modification                of any                procedure by the Operating Committee pursuant to this Section 9.04,                must                receive the affirmative vote of at least two-thirds of the members                of the                Operating Committee, regardless of the number of members of the Operating                Committee present at any meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 9.06                                                                                                                                                                                               | *Acknowledgment                of Certain Rights.*** **For                the avoidance of doubt, all of the parties to this Agreement acknowledge                and agree that (i) as of the Effective Date of this Agreement, certain                rights and obligations of the Sponsoring Companies under the Original                Agreement will be changed, modified or otherwise removed, (ii) to                the                extent that the rights of any Sponsoring Company will be changed,                modified                or otherwise removed as of the Effective Date of this Agreement,                such                Sponsoring Company may be entitled to rights under applicable law,                regulation, rules or orders under the Federal Power Act or otherwise                adopted by the Federal Energy Regulatory Commission (“FERC”), (iii) as a                result of the elimination as of the Effective Date of this Agreement                of                the firm transmission service previously provided during the term                of the                Original Agreement to Sponsoring Companies whose transmission systems                were                only indirectly connected to the Corporation’s facilities through                intervening transmission systems by certain Sponsoring Companies                whose                transmission systems were directly connected to the Corporation’s                facilities, such Sponsoring Companies whose transmission systems                were only                indirectly connected to the Corporation’s facilities through intervening                transmission systems shall be entitled to such “roll over” firm                transmission service for delivery of their entitlement to their Power                Participation Ratio share of Surplus Power and Surplus Energy under                this                Agreement, to the border of such Sponsoring Company system and intervening                Sponsoring Company system, as would be accorded a long-term firm                point-to-point transmission service reservation under the then otherwise                applicable FERC Open Access Transmission Tariff (“OATT”), (iv) the                obligation of any Sponsoring Company to maintain or expand transmission                capacity to accommodate another Sponsoring Company’s “roll over” rights to                transmission service for delivery of their entitlement to their Power                Participation Ratio share of Surplus Power and Surplus Energy under                this                Agreement shall be consistent with the obligations it would have                for                long-term firm point-to-point transmission service provided pursuant                to                the then otherwise applicable OATT, and (v) the parties shall cooperate                with any Sponsoring Company that seeks to obtain and/or exercise                any such                rights available under applicable law, regulation, rules or orders                under                the Federal Power Act or otherwise adopted by the FERC                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 9.07                                                                                                                                                                                               | *Term                of Agreement.*                This Agreement shall become effective upon the Effective Date and                shall                terminate upon the earlier of: (1) March 13, 2026 or (2) the sale                or other                disposition of all of the facilities of the Project Generating Stations                or                the permanent cessation of operation of such facilities; provided                that,                the provisions of *Articles*                5,                7 and 8, this Section 9.07 and Sections 9.08, 9.09, 9.10, 9.11, 9.12,                9.14, 9.15, 9.16, 9.17 and 9.18 shall survive the termination of                this                Agreement, and no termination of this Agreement, for whatever reason,                shall release any Sponsoring Company of any obligations or liabilities                incurred prior to such termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 9.08                                                                                                                                                                                               | *Access                to Records.*                Corporation shall, at all reasonable times, upon the request of any                Sponsoring Company, grant to its representatives reasonable access                to the                books, records and accounts of the Corporation, and furnish such                Sponsoring Company such information as it may reasonably request,                to                enable it to determine the accuracy and reasonableness of payments                made                for energy supplied under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 9.09                                                                                                                                                                                               | *Modification                of Agreement.*                Absent the agreement of all parties to this Agreement, the standard                for                changes to provisions of this Agreement related to rates proposed                by a                party, a non-party or the Federal Energy Regulatory Commission (or                a                successor agency) acting sua sponte shall be the “public interest”                standard of review set forth in *United                Gas Pipeline Co. v. Mobile Gas Serv. Corp.,*                350 U.S. 332 (1956) and *Federal                Power Comm’n v. Sierra Pacific Power Co.,*350                U.S. 348 (1956).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 9.10                                                                                                                                                                                               | *Arbitration.*                Any controversy, dispute or claim arising out of this Agreement or                the                refusal by any party hereto to perform the whole or any part thereof,                shall be determined by arbitration, in the City of Columbus, Franklin                County, Ohio, in accordance with the Commercial Arbitration Rules                of the                American Arbitration Association or any successor organization, except                as                otherwise set forth in this Section 9.10. The                party demanding arbitration shall serve notice in writing upon all                other                parties hereto, setting forth in detail the controversy, dispute                or claim                with respect to which arbitration is demanded, and the parties shall                thereupon endeavor to agree upon an arbitration board, which shall                consist                of three members (“Arbitration Board”). If all the parties hereto fail so                to agree within a period of thirty (30) days from the original notice,                the                party demanding arbitration may, by written notice to all other parties                hereto, direct that any members of the Arbitration Board that have                not                been agreed to by the parties shall be selected by the American                Arbitration Association, or any successor organization. No person                shall be                eligible for appointment to the Arbitration Board who is an officer,                employee, shareholder of or otherwise interested in any of the parties                hereto or in the matter sought to be arbitrated. The                Arbitration Board shall afford adequate opportunity to all parties                hereto                to present information with respect to the controversy, dispute or                claim                submitted to arbitration and may request further information from                any                party hereto; provided, however, that the parties hereto may, by                mutual                agreement, specify the rules which are to govern any proceeding before                the                Arbitration Board and limit the matters to be considered by the                Arbitration Board, in which event the Arbitration Board shall be                governed                by the terms and conditions of such agreement. The                determination or award of the Arbitration Board shall be made upon                a                determination of a majority of the members thereof. The findings                and award                of the Arbitration Board shall be final and conclusive with respect                to the                controversy, dispute or claim submitted for arbitration and shall                be                binding upon the parties hereto, except as otherwise provided by                law. The                award of the Arbitration Board shall specify the manner and extent                of the                division of the costs of the arbitration proceeding among the parties                hereto                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 9.11                                                                                                                                                                                               | *Liability.*                The rights and obligations of all the parties hereto shall be several                and                not joint or joint and several.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 9.12                                                                                                                                                                                               | *Force                Majeure.*                No                party hereto shall be held responsible or liable for any loss or                damage on                account of non-delivery of energy hereunder at any time caused by                an event                of Force Majeure. “Force Majeure” shall mean the occurrence or                non-occurrence of any act or event that could not reasonably have                been                expected and avoided by exercise of due diligence and foresight and                such                act or event is beyond the reasonable control of such party, including                to                the extent caused by act of God, fire, flood, explosion, strike,                civil or                military authority, insurrection or riot, act of the elements, or                failure                of equipment. For the avoidance of doubt, “Force Majeure” shall in no                event be based on any Sponsoring Company’s financial or economic                conditions, including without limitation (i) the loss of the Sponsoring                Company’s markets; or (ii) the Sponsoring Company’s inability economically                to use or resell the Available Power or Available Energy purchased                hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 9.13                                                                                                                                                                                               | *Governing                Law.*                This Agreement shall be governed by, and construed in accordance                with, the                laws of the State of Ohio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 9.14                                                                                                                                                                                               | *Regulatory                Approvals.*                This Agreement is made subject to the jurisdiction of any governmental                authority or authorities having jurisdiction in the premises and                the                performance thereof shall be subject to the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The                receipt of all regulatory approvals, in form and substance satisfactory                to                Corporation, necessary to permit Corporation to perform all the duties                and                obligations to be performed by Corporation hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The                receipt of all regulatory approvals, in form and substance satisfactory                to                the Sponsoring Companies, necessary to permit the Sponsoring Companies                to                carry out all transactions contemplated herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 9.15                                                                                                                                                                                               | *Notices.*                All notices, requests or other communications under this Agreement                shall                be in writing and shall be sufficient in all respects: (i) if delivered                in                person or by courier, upon                receipt by the intended recipient or an employee that routinely accepts                packages or letters from couriers or other persons for delivery to                personnel at the address identified above (as confirmed by, if delivered                by courier, the records of such courier), (ii) if sent by facsimile                transmission, when the sender receives confirmation from the sending                facsimile machine that such facsimile transmission was transmitted                to the                facsimile number of the addressee, or (iii) if mailed, upon the date                of                delivery as shown by the return receipt therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9.16                                                                                                                                                                                               | *Waiver*.                Performance by any party to this Agreement of any responsibility                or                obligation to be performed by such party or compliance by such party                with                any condition contained in this Agreement may by a written instrument                signed by all other parties to this Agreement be waived in any one                or more                instances, but the failure of any party to insist in any one or more                instances upon strict performance of any of the provisions of this                Agreement or to take advantage of any of its rights hereunder shall                not be                construed as a waiver of any such provisions or the relinquishment                of any                such rights, but the same shall continue and remain in full force                and                effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 9.17                                                                                                                                                                                               | *Titles                of Articles and Sections.*                The titles of the Articles and Sections in this Agreement have been                inserted as a matter of convenience of reference and are not a part                of                this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 9.18                                                                                                                                                                                               | *Successors                and Assigns.*                This Agreement may be executed in any number of counterparts, all                of which                shall constitute but one and the same document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                    | 9.181                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | This                Agreement shall inure to the benefit of and be binding upon the parties                hereto and their respective successors and assigns, but a party to                this                Agreement may not assign this Agreement or any of its rights, title                or                interests in or obligations (including without limitation the assumption                of debt obligations) under this Agreement, except to a successor                to all or                substantially all the properties and assets of such party or as provided                in Section 9.182 or 9.183, without the written consent of all the                other                parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                    | 9.182                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Notwithstanding                the provisions of Section 9.181, any Sponsoring Company shall be                permitted                to, upon thirty (30) days notice to the Corporation and each other                Sponsoring Company, without any further action by the Corporation                or the                other Sponsoring Companies, assign all or part of its rights, title                and                interests in, and obligations under this Agreement to a Permitted                Assignee, provided                that,                the assignee and assignor of the rights, title and interests in,                and                obligations under, this Agreement have executed an assignment agreement                in                form and substance acceptable to the Corporation in its reasonable                discretion (including, without limitation, the agreement by the Sponsoring                Company assigning such rights, title and interests in, and obligations                under, this Agreement to reimburse the Corporation and the other                Sponsoring Companies for any fees or expenses required under any                security                issued, or agreement entered into, by the Corporation as a result                of such                assignment, including without limitation any consent fee or additional                financing costs to the Corporation under the Corporation’s then-existing                securities or agreements resulting from such assignment).                                                                                                                   |
|                                                                                                                                                                                                    | 9.183                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Notwithstanding                the provisions of Section 9.181, any Sponsoring Company shall be                permitted                to, subject to compliance with all of the requirements of this Section                9.183, assign all or part of its rights, title and interests in,                and                obligations under this Agreement to a Third Party without any further                action by the Corporation or the other Sponsoring Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | A                Sponsoring Company (the “Transferring Sponsor”) that desires to assign all                or part of its rights, title and interests in, and obligations under                this                Agreement to a Third Party shall deliver an Offer Notice to the                Corporation and each other Sponsoring Company. The Offer Notice shall                be                deemed to be an irrevocable offer of the subject rights, title and                interests in, and obligations under this Agreement to each of the                other                Sponsoring Companies that is not an Affiliate of the Transferring                Sponsor,                which offer must be held open for no less than thirty (30) days from                the                date of the Offer Notice (the “Election                Period”).                  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The                Sponsoring Companies (other than the Transferring Sponsor and its                Affiliates) shall first have the right, but not the obligation, to                purchase all of the rights, title and interests in, and obligations                under                this Agreement described in the Offer Notice at the price and on                the terms                specified therein by delivering written notice of such election to                the                Transferring Sponsor and the Corporation within the Election                Period; provided that, irrespective of the terms and conditions of                the                Offer Notice, a Sponsoring Company may condition its election to                purchase                the interest described in the Offer Notice on the receipt of approval                or                consent from such Sponsoring Company’s Board of Directors; provided                further that, written notice of such conditional election must be                delivered to the Transferring Sponsor and the Corporation within                the                Election Period and such conditional election shall be deemed withdrawn                (as if it had never been provided) unless the Sponsoring Company                that                delivered such conditional election subsequently delivers written                notice                to the Transferring Sponsor and the Corporation on or before the                tenth                (10th)                day after the expiration of the Election Period that all necessary                approval or consent of such Sponsoring Company’s Board of Directors have                been obtained.                To the extent that more than one Sponsoring Company exercises its                right to                purchase all of the rights, title and interests in, and obligations                under                this Agreement described in the Offer Notice in accordance with the                previous sentence, such rights, title and interests in, and obligations                under this Agreement shall be allotted (successively if necessary)                among                the Sponsoring Companies exercising such right in proportion to their                respective Power Participation Ratios  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Each                Sponsoring Company exercising its right to purchase any rights, title                and                interests in, and obligations under this Agreement pursuant to this                Section 9.183 may choose to have an Affiliate purchase such rights,                title                and interests in, and obligations under this Agreement; provided                that,                notwithstanding anything in this Section 9.183 to the contrary, any                assignment to a Sponsoring Company or its Affiliate hereunder must                comply                with the requirements of Section 9.182.  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | If                one or more Sponsoring Companies have elected to purchase all of                the                rights, title and interests in, and obligations under this Agreement                of                the Transferring Sponsor pursuant to the Offer Notice, the assignment                of                such rights, title and interests in, and obligations under this Agreement                shall be consummated as soon as practical after the delivery of the                election notices, but in any event no later than fifteen (15) days                after                the filing and receipt, as applicable, of all necessary governmental                filings, consents or other approvals and the expiration of all applicable                waiting periods. At the closing of the purchase of such rights, title                and                interests in, and obligations under this Agreement from the Transferring                Sponsor, the Transferring Sponsor shall provide representations and                warranties customary for transactions of this type, including those                as to                its title to such securities and that there are no liens or other                encumbrances on such securities (other than pursuant to this Agreement)                and shall sign                such                documents as may reasonably be requested by the Corporation and the                other                Sponsoring Companies. The Sponsoring Companies or their Affiliates                shall                only be required to pay cash for the rights, title and interests                in, and                obligations under this Agreement being assigned by the Transferring                Sponsor.  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | To                the extent that the Sponsoring Companies have not elected to purchase                all                of the rights, title and interests in, and obligations under this                Agreement described in the Offer Notice, the Transferring Sponsor                may,                within one-hundred and eighty (180) days after the later of the expiration                of the Election Period or the deemed withdrawal of a conditional                election                by a Sponsoring Company under Section 9.183(b) hereof (if applicable),                enter into a definitive agreement to, assign such rights, title and                interests in, and obligations under this Agreement to a Third Party                at a                price no less than 92.5% of the purchase price specified in the Offer                Notice and on other material terms and conditions no more favorable                to the                such Third Party than those specified in the Offer Notice; provided                that such                purchases shall be conditioned upon: (i) such Third Party having                long-term                unsecured non-credit enhanced indebtedness, as of the date of such                assignment, with a Standard & Poor’s credit rating of at least BBB-                and a Moody’s Investors Service, Inc. credit rating of at least Baa3                (provided that, if such Third Party’s long-term unsecured non-credit                enhanced indebtedness is not currently rated by one of Standard &                Poor’s or Moody, such Third Party’s long-term unsecured non-credit                enhanced indebtedness, as of the date of such assignment, must have                either                a Standard & Poor’s credit rating of at least BBB- or a Moody’s                Investors Service, Inc. credit rating of at least Baa3); (ii) the                filing                or receipt, as applicable, of any necessary governmental filings,                consents                or other approvals; (iii) the determination by counsel for the Corporation                that the assignment of the rights, title or interests in, or obligations                under, this Agreement to such Third Party would not cause a termination,                default, loss or payment obligation under any security issued, or                agreement entered into, by the Corporation prior to such transfer;                and                (iv) such Third Party executing a counterpart of this Agreement,                and both                such Third Party and the Sponsoring Company which is assigning its                rights,                title and interests in, and obligations under, this Agreement executing                such other documents as may be reasonably requested by the Corporation                (including, without limitation, an assignment agreement in form and                substance acceptable to the Corporation in its reasonable discretion                and                containing the agreement by such Sponsoring Company to reimburse                the                Corporation and the other Sponsoring Companies for any fees or expenses                required under any security issued, or agreement entered into, by                the                Corporation as a result of such assignment, including without limitation                any consent fee or additional financing costs to the Corporation                under the                Corporation’s then-existing securities or agreements resulting from such                assignment). In the event that the Sponsoring Company and a Third                Party                have not entered into a definitive agreement to assign the interests                specified in the Offer Notice to such Third Party within the later                of                one-hundred and eighty (180) days after the expiration of the Election                Period or the deemed withdrawal of a conditional election by a Sponsoring                Company under Section 9.183(b) hereof (if applicable) for any reason                or if                either the price to be paid by such Third Party would be less than                92.5%                of the purchase price specified in the Offer Notice or the other                material                terms of such assignment would be more favorable to such Third Party                than                the terms specified in the Offer Notice, then the restrictions provided                for herein shall again be effective, and no assignment of any rights,                title and interests in, and obligations under this Agreement may                be made                thereafter without again offering the same to Sponsoring Companies                in                accordance with this Section 9.183.  |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **ARTICLE                10**                                                                                                                                                                      |
| **Representations                and Warranties**                                                                                                                                                  |
| 10.01                                                                                                                                                                                              | *Representations                and Warranties*.                Each Sponsoring Company hereby represents and warrants for itself,                on and                as of the date of this Agreement and on and as of the date of Modification                No. 1 to this Agreement, as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | it                is duly organized, validly existing and in good standing under the                laws of                its state of organization, with full corporate power, authority and                legal                right to execute and deliver this Agreement and to perform its obligations                hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | it                has duly authorized, executed and delivered this Agreement, and upon                the                execution and delivery by all of the parties hereto, this Agreement                will                be in full force and effect, and will constitute a legal, valid and                binding obligation of such Sponsoring Company, enforceable in accordance                with the terms hereof, except as enforceability may be limited by                applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,                moratorium or other similar laws affecting the enforcement of creditors’                rights generally;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | except                as set forth in Schedule                10.01(c)                hereto, no consents or approvals of, or filings or registrations                with, any                governmental authority or public regulatory authority or agency,                federal                state or local, or any other entity or person are required in connection                with the execution, delivery and performance by it of this Agreement,                except for those which have been duly obtained or made and are in                full                force and effect, have not been revoked, and are not the subject                of a                pending appeal; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the                execution, delivery and performance by it of this Agreement will                not                conflict with or result in any breach of any of the terms, conditions                or                provisions of, or constitute a default under its charter or by-laws                or any                indenture or other material agreement or instrument to which it is                a party                or by which it may be bound or result in the imposition of any liens,                claims or encumbrances on any of its property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **ARTICLE                11**                                                                                                                                                                      |
| **Events                of Default and Remedies**                                                                                                                                                  |
| 11.01                                                                                                                                                                                              | *Payment                Default*.                If any Sponsoring Company fails to make full payment to Corporation                under                this Agreement when due and such failure is not remedied within ten                (10)                days after receipt of notice of such failure from the Corporation,                then                such failure shall constitute a “Payment Default” on the part of such                Sponsoring Company. Upon a Payment Default, the Corporation may suspend                service to the Sponsoring Company that has caused such Payment Default                for                all or part of the period of continuing default (and such Sponsoring                Company shall be deemed to have notified the Corporation and the                other                Sponsoring Companies that any Available Energy shall be available                for                scheduling by such other Sponsoring Companies in accordance with                Section                4.032).** **The                Corporation’s right to suspend service shall not be exclusive, but shall                be in addition to all remedies available to the Corporation at law                or in                equity. No suspension of service or termination of this Agreement                shall                relieve any Sponsoring Company of its obligations under this Agreement,                which are absolute and unconditional.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 11.02                                                                                                                                                                                              | *Performance                Default.*                If                the Corporation or any Sponsoring Company fails to comply in any                material                respect with any of the material terms, conditions and covenants                of this                Agreement (and such failure does not constitute a Payment Default                under                Section 11.01), the Corporation (in the case of a default by any                Sponsoring Company) and any Sponsoring Company (in the case of a                default                by the Corporation) shall give the defaulting party written notice                of the                default (“Performance Default”). To the extent that a Performance Default                is not cured within thirty (30) days after receipt of notice thereof                (or                within such longer period of time, not to exceed sixty (60) additional                days, as necessary for the defaulting party with the exercise of                reasonable diligence to cure such default), then the Corporation                (in the                case of a default by any Sponsoring Company) and any Sponsoring Company                (in the case of a default by the Corporation) shall have all of the                rights                and remedies provided at law and in equity, other than termination                of this                Agreement or any release of the obligation of the Sponsoring Companies                to                make payments pursuant to this Agreement, which obligation shall                remain                absolute and unconditional.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 11.03                                                                                                                                                                                              | *Waiver.*                No                waiver by the Corporation or any Sponsoring Company of any one or                more                defaults in the performance of any provision of this Agreement shall                be                construed as a waiver of any other default or defaults, whether of                a like                kind or different nature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 11.04                                                                                                                                                                                              | *Limitation                of Liability and Damages.*TO                THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE CORPORATION, NOR                ANY                SPONSORING COMPANY SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY                CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,                LOST                REVENUES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY                STATUTE,                IN TORT OR CONTRACT, OR OTHERWISE.* *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

| **OHIO                VALLEY ELECTRIC CORPORATION** By                 /s/                Michael Morris  Its                 President                       | **ALLEGHENY                ENERGY SUPPLY COMPANY, L.L.C.** By                /s/                David C Benson  Its                 President                                     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **APPALACHIAN                POWER COMPANY** By                 /s/                Henry Fayne  Its                 President                           |  **THE                CINCINNATI GAS & ELECTRIC COMPANY** By                 /s/                Michael J Cyrus  Its                 Executive                Vice President  |
|                                                                                                                                                                                                  |                                                                                                                                                                                                                 |
| **COLUMBUS                SOUTHERN POWER COMPANY** By                 /s/                Henry Fayne  Its                 President                           | **THE                DAYTON POWER AND LIGHT COMPANY** By                 /s/                W. Steven Wolff  Its                 President,                Power Production                 |
|                                                                                                                                                                                                  |                                                                                                                                                                                                                 |
| **FIRSTENERGY                GENERATION CORP.** By                 /s/                Donald R Schneider Its                 President                             | **INDIANA                MICHIGAN POWER COMPANY** By                 /s/                Henry Fayne  Its                 President                                           |
|                                                                                                                                                                                                  |                                                                                                                                                                                                                 |
| **KENTUCKY                UTILITIES COMPANY** By                 /s/                Paul W. Thompson Its                 Sr.                Vice President, Energy Svcs.          | **LOUISVILLE                GAS AND ELECTRIC COMPANY** By                 /s/                Paul W Thompson Its                 Sr.                Vice President, Energy Svcs.                      |
|                                                                                                                                                                                                  |                                                                                                                                                                                                                 |
| **MONONGAHELA                POWER COMPANY** By                 /s/                David C Benson   Its                 Vice                President    | **OHIO                POWER COMPANY** By                 /s/                Henry Fayne  Its                 President                                                       |
|                                                                                                                                                                                                  |                                                                                                                                                                                                                 |
| **SOUTHERN                INDIANA GAS AND ELECTRIC COMPANY** By                 /s/                William S Doty  Its                 President              |                                                                                                                                                                                                                 |