**INTERCONNECTION AGREEMENT                                Between                               IAMERICAN ELECTRIC POWER SERVICE                                CORPORATION                               As Agent For                               INDIANA MICHIGAN POWER COMPANY                               And                               INDIANAPOLIS POWER & LIGHT COMPANY                               April 1, 2008**
**CONTENTS**
ARTICLE 1 - INTERCONNECTED OPERATION	..3ARTICLE 2 - SERVICE CONDITIONS	..3ARTICLE 3 - INTERCONNECTED POINTS, METERING POINTS AND DATA ACQUISTION SYSTEM EQUIPMENT	..3ARTICLE 4 - RECORDS	..3ARTICLE 5 - BILLING AND PAYMENT	..3ARTICLE 6 - OPERATING COMMITTEE	..3ARTICLE 7 - INDEMNITY...3ARTICLE 8 - ARBITRATION	3ARTICLE 9 - TERM AND TERMINATION OF AGREEMENT	3ARTICLE 10 - REGULATORY AUTHORITIES	3ARTICLE 11 - CANCELLATION OF PRIOR AGREEMENTS	3ARTICLE 12 - GENERAL	3ARTICLE 13 - ASSIGNMENT	3APPENDIX I  INTERCONNECTION POINTS	18APPENDIX II  METERING AND METERING POINTS	22APPENDIX III - DAS EQUIPMENT: OWNERSHIP, INSTALLATION AND MAINTENANCE	27APPENDIX IV - DEFINTIONS 37 

THIS INTERCONNECTION AGREEMENT (this “Agreement”) is made and entered into asof this 14th day of April, 2008, between American Electric Power ServiceCorporation (“AEP”) as agent for Indiana Michigan Power Company (“I&M”)(hereinafter referred to as “AEP”), and Indianapolis Power & Light Company(“IPL”); each of AEP and IPL sometimes herein referred to singularly as a“Party” or collectively as the “Parties”.  

WITNESSETH: 

0.1              WHEREAS, I&M is an Indiana corporation, owning and operatingelectric facilities for the transmission and distribution of electric power andenergy in the State of Indiana; 

0.2              WHEREAS, IPL is an Indiana corporation, owning and operatingelectric facilities for the generation, transmission, and distribution ofelectric power and energy in the State of Indiana; 

0.3              WHEREAS, I&M and IPL have entered into an InterconnectionAgreement, dated December 30, 1960 [I&MI Rate Schedule FERC No. 21 and IPL RateSchedule FERC No. 1] as subsequently modified through the date hereof andamended (“1960 Agreement”); pursuant to which the transmission systems of I&Mand IPL are presently interconnected and operated in parallel through certaininterconnection facilities; 

0.4              WHEREAS, I&M, IPL and Public Service Company of Indiana(“PSI”, doing business as Duke Energy Indiana, Inc., or “Duke Energy Indiana”)have entered into a Facilities Agreement dated April 24, 1968; as subsequentlymodified through the date hereof (“1968 Agreement”); pursuant to which thetransmission systems of I&M, IPL and Duke Energy Indiana are presentlyinterconnected and operated in parallel through certain interconnectionfacilities; 

0.5              WHEREAS, I&M, IPL and PSI have previously entered into aMemorandum of Agreement, dated November 5, 1973 (the “1973 MOA”) Per FacilitiesAgreement of April 24, 1968; and pursuant to which the systems of I&M, IPL andDuke Energy Indiana are presently interconnected and operated in parallelthrough certain transmission facilities; 

0.6              WHEREAS, I&M and IPL have entered into Data AcquisitionEquipment Agreements, each dated August 21, 1985 (“1985 Agreement”), for theFall Creek Station, the Breed Station and the Tanners Creek Station withsubsequent supplements for telemetry of information from the interconnectionpoints;   

0.7              WHEREAS, the Parties wish to replace and supersede the 1960Agreement, the 1968 Agreement, the 1973 MOA, and the 1985 Agreements, and allsubsequent modifications or addenda to said agreements, and set the terms andconditions upon which they may continue the interconnected operation of theirrespective transmission systems, pursuant to the provisions of this Agreement;   

0.8              WHEREAS, IPL’s transmission facilities (includingconductors, circuit breakers, switches, transformers and other associatedequipment used to control the transfer of energy from one place to another)owned, operated and controlled by IPL, including any modifications, additions orupgrades made thereto (collectively, the “IPL transmission system”) is currentlyunder the functional control of the Midwest ISO and I&M’s transmissionsfacilities (including conductors, circuit breakers, switches, transformers andother associated equipment used to control the transfer of energy from one placeto another) owned, operated or controlled by I&M, including any modifications,additions or upgrades made thereto (collectively, the “AEP Transmission System”)is currently under the functional control of PJM; and   

0.9              WHEREAS, the Federal Energy Regulatory Commission (“FERC”)has required the Midwest ISO and PJM to be a signatory to this Agreement inorder to ensure that Midwest ISO and PJM are kept fully apprised of the mattersaddressed herein and so that Midwest ISO and PJM may be kept aware of anyreliability and planning issues that may arise.   

0.10              NOW, THEREFORE, in consideration of the premises and mutualcovenants herein set forth, the Parties hereto agree as follows: 

ARTICLE 1 - INTERCONNECTED OPERATION 

1.1              Interconnected Parties   The AEP Transmission System and theIPL Transmission System shall be interconnected at the points specified anddescribed in Appendix I to this Agreement (“Interconnection Points”). TheParties may, from time to time, by mutual agreement, add one or more additionalInterconnection Points or discontinue or modify one or more existingInterconnection Points, and shall amend Appendix I to reflect same.  Infurtherance thereof, the Parties shall, during the term of the Agreement,continue in service the existing transmission lines and interconnectionfacilities and essential terminal equipment, to the extent required for thepurposes of this Agreement. 

ARTICLE 2 - SERVICE CONDITIONS 

2.1              Avoidance of Unauthorized Use and Control of SystemDisturbances   Each Party shall have facilities or contractual arrangementsadequate to serve its own load and shall exercise reasonable care to design,construct, maintain, and operate its Transmission System, in accordance withGood Utility Operating Practice, and neither Party shall be obligated to receiveor deliver real or reactive power when to do so might introduce objectionableoperating conditions on its Transmission System.  Any Party may install andoperate on its Transmission System such relays, disconnecting devices, and otherequipment as it may deem appropriate for the protection of its TransmissionSystem or the relief of an Unauthorized Use to its Transmission System.  TheParties shall maintain and operate their respective Transmission Systems so asto minimize, in accordance with Good Utility Practice, the likelihood of adisturbance originating in either Transmission System, which might causeimpairment to the service of the other Party or of any transmission systeminterconnected with the Transmission System of the other Party.    

2.2              Interruption of Service   The interconnections providedunder this Agreement, and any service being provided under this Agreement, maybe interrupted or reduced upon such notice as is reasonable under thecircumstances: (a) by operation of automatic equipment installed for powersystem protection; (b) after consultation with the other Party, if practicable,when a Party deems it desirable for installation, maintenance, inspection,repairs or replacements of equipment; or (c) at any time that, in the solejudgment of the interrupting Party, such action is necessary to preserve theintegrity of, or to prevent or limit any instability on, or to avoid or mitigatean Unauthorized Use of its Transmission System.   

2.3      Operating Responsibilities   The Parties agree to operate andmaintain their Transmission System, including the transmission equipment andfacilities, in a manner consistent with Good Utility Practice in order to permitthe Parties to operate their respective Transmission System as required by thisAgreement at their respective cost. Operating arrangements for facilitymaintenance of this Agreement shall be coordinated between operating personnelof the AEP system control center and operating personnel of the IPL systemcontrol center.  Except as may be necessary and appropriate in an emergency, alloperating arrangements shall be coordinated with, and consistent with, thepractices of their respective RTO.    

2.4       Energy Losses   The energy losses on the interconnected facilitiesshall be assigned to the appropriate Party based on the metering points of theinterconnected facilities or according to procedures developed by the OperatingCommittee and subject to any requirements of their respective RTO. 

ARTICLE 3 - INTERCONNECTION POINTS, METERINGPOINTS AND DATA ACQUISITION SYSTEM EQUIPMENT 

3.1              Interconnection Points   All electric energy delivered underthis Agreement shall be of the character commonly known as three-phase 60 Hzenergy and shall be delivered at the Interconnection Points specified underArticle 1 (and Appendix I) of this Agreement at standard nominal voltage or suchvoltages as may be specified in Appendix I of this Agreement.     

3.2              Metering and Data Acquisition System Equipment   Measurementof electric energy under this Agreement for the purposes of determining load andaffecting settlements, and monitoring and telemetering of power flows shall bemade by standard types of metering and data acquisition system (“DAS”) equipmentinstalled and maintained, as per the Joint Operating Agreement by the owner atthe Interconnection Points consistent with provisions of Appendix II andAppendix III of this Agreement.  Any aspects of metering and DAS equipment notspecifically provided for by this Agreement will be referred to the OperatingCommittee pursuant to Article 6.   

3.3       New Interconnection Points, Metering Points and DAS Equipment   Ifa Party requests a new interconnection point, metering point or DAS equipment,or upgrades or replacements of such existing facilities or DAS equipment, thatParty shall be responsible for the cost of the new facilities or equipment andtheir installation; provided, however, if both Parties benefit from such new,upgraded or replaced facilities and equipment, then each Party shall beresponsible for the cost and installation, to the extent of such benefit. 

ARTICLE 4 - RECORDS 

4.1              Copies of Records   Each Party shall provide to a requestingParty copies of records maintained in accordance with FERC’s record retentionrequirements to the extent such records document any transactions that haveoccurred under this Agreement. 

ARTICLE 5 - INVOICING AND PAYMENT 

5.1              Invoicing   Any invoice that is issued pursuant to thisAgreement shall be for: (a) the establishment of any new Interconnection Point;or (b) the modification of an existing Interconnection Point. The OperatingCommittee shall establish the terms and conditions applicable to invoicingpursuant to Article 6.2(b) of this Agreement.    

5.2       Timeliness of Payment   Unless otherwise agreed, all invoices, ifany, issued pursuant to this Agreement shall be rendered as soon as practicablein the month following the calendar month in which expenses were incurred andshall be due and payable, unless otherwise agreed, within thirty (30) days ofreceipt of such invoices.  Payment to the payee shall be made by electronictransfer or such other means as shall cause such payment to be available for theuse of the payee.  Interest on amounts past due shall accrue daily at the thencurrent prime interest rate (the base corporate loan interest rate) published inthe Wall Street Journal, or, if no longer so published, in any mutuallyagreeable publication, plus two percent (2%) per annum, but will in no eventexceed the maximum interest rate allowed pursuant to Indiana law, and shall bepayable from the due date of such unpaid amount and until the date paid.   

5.3       Disputed Invoices   All  disputed invoices shall be paid in fullunder the conditions specified in Article 5.2 of this Agreement. Disputes willthen be brought before the Operating Committee for resolution per Article 6 ofthis Agreement. If, after thirty (30) days, the Operating Committee has notresolved the dispute, then such dispute will be resolved pursuant to thearbitration procedures specified in Article 8 of this Agreement.   

5.4       Invoice Adjustments   Subject to Article 12.4 and other than asrequired by Applicable Laws and Regulations or metering test adjustments,invoice adjustments shall be made within twenty-four (24) months of therendition of the initial invoice.   

5.5       Tax Reimbursement   It is expressly agreed by the Parties that, aspart of the compensation to be paid under this Agreement, if, during the termhereof, there should be levied and/or assessed against either Party any directtax, including, but not limited to sales, excise or similar taxes (other thantaxes based on or measured by net income), by any taxing authority on the powerand/or energy manufactured, generated, produced, converted, sold, purchased,transmitted, interchanged, exchanged, exported or imported by the supplyingParty to the other Party, such supplying Party shall be fully compensated by theother Party for such direct taxes.   

5.6              Contribution In Aid of Construction   The Parties intendthat all costs paid by a Party to the other Party, for the establishment,discontinuance or modification of an Interconnection Point, shall be non-taxablecontributions to capital, and shall not be taxable as contributions in aid ofconstruction (“CIAC”). If federal or state income taxes are imposed upon theParty with respect to such payments paid by the other Party as a CIAC by theInternal Revenue Service (“IRS”) and/or a state department of revenue (“State”),the Party paying the CIAC shall reimburse the other Party for the tax effect ofsuch CIAC computed in accordance with FERC rules and including any interest andpenalty charged to the Party by the IRS and/or State. 

ARTICLE 6 - OPERATING COMMITTEE 

6.1       Operating Committee   An Operating Committee shall administer theinterconnected operation of the Parties’ Transmission Systems as provided for inthis Agreement.  Each Party shall appoint one representative and one alternateto the Operating Committee and designate, in writing, said appointments to theother Party.  Such representative and alternate shall be persons familiar withthe transmission and substation facilities of the Party they represent and shallbe fully authorized to perform the principal duties listed below.     

6.2       Duties of the Operating Committee   The principal duties of theOperating Committee shall be as follows:   

a.                   to establish operating, andcontrol procedures;   

b.                  to establish accounting andbilling procedures;   

c.                   to coordinate maintenanceschedules to any extent agreed by the Parties; and   

d.                  to perform those duties, whichthis Agreement requires to be done by the Operating Committee, and such otherduties as may be required for the proper functioning of this Agreement.   

6.3              Limitations on Operating Committee Duties   The OperatingCommittee shall not amend or modify any of the terms or conditions of thisAgreement.  The Operating Committee may, to the extent appropriate, solicitinput from the Midwest ISO, PJM, or Reliability Coordinator and, in any event,shall perform its functions consistent with the directives of the Midwest ISO,PJM or Reliability Coordinator.   

6.4       Operating Committee Disputes    If the Operating Committee isunable to agree on any matter coming within its scope of operation, then suchmatter shall be resolved pursuant to Article 8 of this Agreement. 

6.5       Access Rights   The Operating Committee shall have the right ofentry to all property of the Parties used in connection with the performance ofthis Agreement for the purpose of inspection and reading of meters, checking ofrecords, and all other pertinent matters. 

ARTICLE 7 - INDEMNITY

7.1       Indemnity   To the extent permitted byApplicable Laws and Regulations, each (the “Indemnifying Party”) shallindemnify, save harmless, and defend the other Party from and against anylosses, liabilities, costs, expenses, suits, actions, claims, and all otherobligations arising out of injuries or death to persons or damage to propertycaused by or in any way attributable to the ownership or operation of theTransmission System of the Indemnifying Party, except that the IndemnifyingParty’s obligation to indemnify the other Party shall not apply to the extent ofany liabilities arising from the other Party’s negligence, recklessness orintentional misconduct or that portion of any liabilities that arise out of theother Party’s contributing negligent, reckless or intentional acts oromissions.  Further, to the extent that a Party’s immunity as a complyingemployer, under the worker’s compensation and occupational disease laws, mightserve to bar or affect recovery under or enforcement of the indemnificationotherwise granted herein, each Party agrees to waive its immunity.  For thepurposes of this Article 7.1 only, the term “Party” shall include the Party’sdirectors, officers, employees, Affiliates and agents.   

7.2       Limitation of Damages   No Party nor anyof its Affiliates, members, managers, shareholders, officers, directors,employees, agents, successors or assigns shall be liable under this Agreement,whether in contract, tort (including negligence and strict liability) orotherwise, to the other Party or any of its Affiliates, members, managers,shareholders, officers, directors, employees, agents, successors or assigns forincidental, punitive, special, indirect, multiple, exemplary or consequentialdamages (including, without limitation, attorneys’ fees, litigation costs, lostprofits or revenues, or loss of good will) connected with or resulting fromperformance or non-performance of this Agreement.   

7.3       Fines   

(a)        Except as set forth in Sections 7.3(b),any fines, penalties or other costs incurred by either Party or such Party’sagents, employees or subcontractors for non-compliance by such Party or itsagents, employees or subcontractors with the requirements of any Applicable Lawsand Regulations or Governmental Authorities, will not be reimbursed by the otherParty but will be the sole responsibility of such non-complying Party.   

(b)        If such fines, penalties or other costsare assessed against a Party (the “Penalized Party”) by any GovernmentalAuthority due to the non-compliance by the other Party with Applicable Laws andRegulations or requirement of a Governmental Authority, the other Party willindemnify and hold harmless the Penalized Party against any and all losses,liabilities, damages and claims suffered or incurred because of the failure ofthe other Party to comply therewith, subject to refund in the event that thePenalized Party or other Party prevails in any contest of the fines, penaltiesor other costs.  The other Party will also reimburse the Penalized Party for anyand all legal or other expenses (including attorneys’ fees) reasonably incurredby the Penalized Party in connection with such losses, liabilities, damages andclaims.   

(c)        In the case of Section 7.3(b), eitherParty will, upon written notice to the other Party, have the right to reasonablycontest in the name of either or both Parties, as required, or to require theother Party to reasonably contest the assessment of such fines, penalties orcosts, and the Party requesting such contest will be responsible for any costsand expenses (including the costs and expenses of the other Party) relating tosuch contest. 

ARTICLE 8 - ARBITRATION 

8.1       Submission to Arbitration In the event ofdisagreement between the Parties with respect to (1) any matter hereinspecifically made subject to arbitration, (2) any question of operating practiceinvolved in the performance of this Agreement, (3) any question of fact involvedin the application of provisions of this Agreement, or (4) the interpretation ofany provision of this Agreement, the matter involved in the disagreement shall,upon demand of either Party, be submitted to arbitration in the mannerhereinafter provided. The arbitration shall be governed by the FederalArbitration Act, 9 U.S.C. Sections 1 et seq., and judgment upon the award rendered bythe arbitrator(s) may be entered by any court having jurisdiction thereof. Anoffer of such submission to arbitration shall be a condition precedent to anyright to institute proceedings at law or in equity concerning such matter. 

8.2       Appointment of Arbitrators   The Partycalling for arbitration shall serve notice in writing upon the other Party,setting forth in detail the subject or subjects to be arbitrated, and theParties thereupon shall endeavor to agree upon and appoint one person to act assole arbitrator.  If the Parties fail to agree on an arbitrator within a periodof fifteen (15) days from the receipt of the original notice, the Party callingfor the arbitration shall, by written notice to the other Party, call forappointment of a board of arbitrators skilled with respect to matters of thecharacter involved in the disagreement, naming one arbitrator in such notice. The other Party shall, within ten (10) days after the receipt of such call,appoint a second arbitrator, and the two arbitrators so appointed shall chooseand appoint a third arbitrator.  In case such other Party fails to appoint anarbitrator within said ten (10) days, or in case the two so appointed fail forten (10) days to agree upon and appoint a third, the Party calling for thearbitration, upon five (5) days’ written notice delivered to the other Party,shall seek appointment the second or third arbitrator, as the case may be, fromand pursuant to the rules of the American Arbitration Association (“AAA”) forcommercial arbitration.  No arbitrator named by a Party or, as the case may be,the AAA, shall have been employed previously by either Party or have a direct orindirect interest in either Party or the subject matter of the arbitration.   

8.3       Arbitration   

(a)                Except as otherwise provided forherein to the contrary, arbitration proceedings shall be conducted in accordancewith the commercial arbitration rules of the AAA to the extent not inconsistentwith the rules herein specified.   

(b)               The sole arbitrator, or the boardof arbitrators, shall afford adequate opportunity to the Parties to presentinformation with respect to the question or questions submitted for arbitrationand may request further information from either or both Parties.    

(c)                The validity, construction andinterpretation of this Article 8, and all procedural aspects of the arbitrationconducted pursuant hereto shall be decided by the arbitrator(s).  In decidingthe substance of the Parties' claims, the arbitrator(s) shall refer to thegoverning law referenced in this Agreement.  It is agreed that the arbitrator(s)shall have no authority to award treble, exemplary or punitive damages of anytype under any circumstances whether or not such damages may be available understate or federal law, or the rules of the AAA.  The arbitrator(s) shall have theright only to interpret and apply the terms and conditions of this Agreement,but may not change any term or condition of this Agreement, deprive either Partyof any right or remedy expressly provided hereunder, or provide any right orremedy that has been excluded hereunder.    

(d)               The findings and award of the solearbitrator or of a majority of the board of arbitrators shall be final andconclusive with respect to the question or questions submitted for arbitrationand shall be binding upon the Parties.  To the fullest extent permitted by law,any arbitration proceeding and subsequent arbitration award shall be maintainedin confidence by the Parties.   

(e)            Each Party shall pay for the services and expenses of the arbitrator appointedon its behalf.  If there is a board of arbitrators, all costs incurred inconnection with the arbitration shall be paid in equal parts by the Parties,unless the award shall specify a different division of the costs.

 ARTICLE 9 - TERMS AND TERMINATION OFAGREEMENT 

9.1       Terms and Termination   This Agreement shall be effective as of thedate first written above, or such later date as the last necessary regulatoryapproval hereof shall be obtained (unless an earlier date is specified by theregulatory authority having jurisdiction), and shall remain in effect until thedate falling on the tenth (10th) anniversary of the date hereof (the “InitialTerm”) and, thereafter, for successive twelve (12) month periods (“RenewalTerms”).  Either Party may terminate this Agreement after the Initial Term byproviding to the other Party at least twelve (12) months’ advance written noticeof its intent to terminate this Agreement, in which case this Agreement shallterminate at the end of such twelve (12) month notice period without regard tothe expiration of any Renewal Term.  Notwithstanding the above, this Agreementmay be terminated earlier (a) if the Parties mutually agree or (b) as otherwiseexpressly provided for in this Agreement.   

9.2              Default; Remedies of Parties Upon Default   

(a)        Either Party shall be in default under this Agreement if it failsto perform any of its material duties or obligations under this Agreement, andsuch failure continues for thirty (30) days after written notice thereof fromthe other party; provided, that if such failure (other than the failure to makepayment of any amounts due and payable hereunder) is not capable of being curedwithin such thirty (30) days period with the exercise of Due Diligence, thensuch cure period shall be extended for an additional reasonable period, not toexceed thirty (30) days, so long as the defaulting Party is exercising DueDiligence to cure such failure.   

(b)        Upon a default by a defaulting Party, the other Party may, at itsoption, (i) take action to terminate this Agreement by providing written noticeof termination to the defaulting Party, Midwest ISO, PJM and FERC; provided,that any such terminating shall not take effect until FERC approval, if any isrequired by Applicable Laws and Regulations, is obtained, and/or (ii) take anyother action at law or in equity as may be permitted under this Agreement toenforce the performance or observance of any rights, remedies, duties,obligation or liabilities under this Agreement.   

(c)        No remedy conferred by any provision of this Agreement is intendedto be exclusive of any other remedy and each and every remedy shall becumulative and shall be in addition to every other remedy given hereunder or nowor hereafter existing at law or in equity or by statute or otherwise.  Theelection of any one or more remedies shall not constitute a waiver of the rightto pursue other available remedies. 

ARTICLE 10 - REGULATORY AUTHORITIES 

10.1          Regulatory Authorities   ThisAgreement is made subject to the jurisdiction of any Governmental Authorityhaving jurisdiction over the Parties, the Transmission Systems of the Parties,this Agreement or the subject matter hereof.  Nothing contained in thisAgreement shall be construed as affecting in any way, the right of a Partyfurnishing service under this Agreement to unilaterally make application to FERCfor a change in rates, charges, classification, service or any rule, regulationor contract relating thereto under Section 205 and 206 of the Federal Power Actand pursuant to the FERC’s Rules and Regulations promulgated thereunder.   

10.2          Adverse Regulatory Change   TheParties agree to jointly submit and support the filing of this Agreement withthe FERC.  Any changes or conditions imposed by the FERC or any otherGovernmental Authority with competent jurisdiction in connection with suchsubmission or otherwise in respect of this Agreement, any of which areunacceptable to a Party after the Parties’ good faith attempt to negotiate aresolution to such objectionable change or condition, shall be cause fortermination of this Agreement upon thirty (30) days’ prior written notice by thenon-consenting Party to the other Party.   

ARTICLE 11 - CANCELLATION OF PRIOR AGREEMENTS 

11.1     Cancellation of Prior Agreements   Whenthis Agreement becomes effective pursuant to Article 9 of this Agreement, thisAgreement shall cancel and supersede in their entirety the 1960 Agreement, 1968Agreement, 1973 MOA, and the 1985 Agreements.   

ARTICLE 12 - GENERAL

  12.1       Force Majeure   No Party shall bein default in respect to any obligation hereunder because of Force Majeure.  AParty unable to fulfill any obligation by reason of Force Majeure shall use DueDiligence to remove such disability with appropriate dispatch. Each Partyshall:  (a) provide prompt written notice of such Force Majeure event to theother Party which notice shall include an estimate of the expected duration ofsuch event; and (b) attempt to exercise all reasonable efforts to continue toperform its obligations under this Agreement.   

12.2     Waivers   Any waiver at any time by eitherParty of its rights with respect to default under this Agreement, or withrespect to any other matter arising in connection with this Agreement, shall notbe deemed a waiver with respect to any subsequent default or matter.  Any delay,short of the statutory period of limitation, in asserting or enforcing any rightunder this Agreement, shall not be deemed a waiver of such right.   

12.3     Liability   

(a)        No Party shall be liable for the failureof the other Party to perform its obligations hereunder. Nothing in thisAgreement shall be construed to create or give rise to any liability on the partof Midwest ISO and PJM and the Parties expressly waive any claims that may ariseagainst Midwest ISO and PJM under this Agreement.   

(b)        The Parties acknowledge and understandthat the signatures of the authorized officers of Midwest ISO and PJM on thisAgreement is for the limited purpose of acknowledging that representatives ofMidwest ISO and PJM have read the terms of this Agreement.  The Parties, MidwestISO and PJM further state that they understand that FERC desires that theParties keep Midwest ISO and PJM fully apprised of the matters addressed hereinas well as any reliability and planning issues that may arise under thisAgreement, and that the signature of the PJM officer or the Midwest ISO officershall not in any way be deemed to imply that Midwest ISO and PJM are takingresponsibility for the actions of either Party, that Midwest ISO and PJM haveany affirmative duties under this Agreement or that Midwest ISO and PJM isliable in any way under this Agreement.   

12.4     Audit Rights   Each Party shall have theright, during normal business hours, and upon prior reasonable notice to theother Party, to audit at its own expense the other Party’s accounts and recordspertaining to the Parties’ performance or the Parties’ satisfaction ofobligations under this Agreement.  Such audit rights shall include audits of theother Party’s costs and calculation of invoiced amounts.  Any such audit shallbe performed at the offices where such accounts and records are maintained andshall be limited to those portions of such accounts and records that relate toeach Party’s performance and expenses incurred under this Agreement.  The auditright period shall be (i) for an audit relating to cost obligations, theapplicable audit rights period shall be twenty-four months after the auditingParty’s receipt of an invoice giving rise to such cost obligations; and (ii) foran audit pertaining to all other obligations, the applicable audit rights periodshall be twenty-four months after the event for which the audit is sought.   

12.5     Written Notices   Notices and communicationmade pursuant to this Agreement shall be deemed to be properly given ifdelivered in writing, postage paid to the following:

 If to IPL:                  Director Power Delivery Operations                              Indianapolis Power & LightCompany                               1230 W. Morris St.                              Indianapolis, IN 46221 

                              And

                             General Counsel                               Indianapolis Power & LightCompany                              One Monument Circle                               Indianapolis, IN  46204-2901 

 If to AEP :                 Senior Vice President, Transmission                              American Electric Power                               700 Morrison Rd                               Gahanna, OH 43230 

                             And

                             Manager, Transmission & Interconnection Services                              American Electric Power                              1 Riverside Plaza                               Columbus, OH  43215 

 If to PJM:                  Vice President-Government Policy                              PJM Interconnection, L.L.C.                              1200 G Street, N.W., Suite 600                               Washington D.C. 20005 

                             And 

                             Vice President and General Counsel                              PJM Interconnection, L.L.C.                               955 Jefferson Avenue                               Norristown, PA 19403  

 If to Midwest ISO :         General Counsel                              Midwest ISO                               701 City Center Drive ,P.O. Box 4202                               Carmel, IN 46032-4202 

The above listed names and addresses of either Partyor of PJM or the Midwest ISO may be changed by written notification to the otherParty and to PJM and the Midwest ISO hereto. 

12.6     Agreement Validity   The validity andmeaning of this Agreement shall be governed by and construed in accordance withfederal law where applicable and, when not in conflict with or preempted byfederal law, the applicable laws of the State of Indiana. 

ARTICLE 13 - ASSIGNMENT 

13.1     Assignment   This Agreement shall inure tothe benefit of and be binding upon the successors and assigns of the Parties. Successors and assigns of Midwest ISO and PJM shall become signatories to thisAgreement for the limited purpose described herein applicable to Midwest ISO andPJM.  This Agreement shall not be assigned by either Party without the writtenconsent of the other Party, which consent shall not be unreasonably withheld,except such consent shall not be required if assignment is to a successor towhich substantially all of the business and assets of such Party shall betransferred or to an Affiliate of the assigning Party for the purposes of acorporate restructuring. 

IN WITNESS WHEREOF, the hands and seals of theParties and of PJM and the Midwest ISO hereto, four (4) copies, each to beconsidered an original, executed by their respective officers lawfullyauthorized so to do, as of the date first above written. 

AMERICAN ELECTRIC POWER SERVICES CORPORATION AsAgent for: INDIANA MICHIGAN POWER COMPANY   By:_______________________________________   Name:_____________________________________   Title:______________________________________ 

INDIANAPOLIS POWER & LIGHT COMPANY   By:________________________________________   Name:______________________________________   Title:_______________________________________ 

The signature below of the authorized officer of thePJM and Midwest ISO is for the limited purpose of acknowledging that anauthorized officer of said PJM and Midwest ISO have read this Agreement. 

PJM INTERCONNECTION, L.L.C.   By:_________________________________________   Name:_______________________________________   Title:________________________________________   

MIDWEST INDEPENDENT SYSTEM OPERATOR, INC   By:_________________________________________   Name:_______________________________________   Title:________________________________________   

APPENDIX I   

INTERCONNECTION POINTS

1.1              The following are existingInterconnection Points as of the date of this Agreement:  

 1.1.1        The point hereby designated andhereinafter called “Breed-Petersburg/Wheatland Interconnection Point”.  Thepoint of interconnection is within the 345 kV single circuit transmission lineextending from AEP’s Breed 345 kV Station to a tap point outside of Duke EnergyIndiana’s Wheatland 345 kV Station and on to the IPL Petersburg 345 kV Station(see Figure 1).   

1.1.2        The point hereby designated andhereinafter called “Fall Creek-Sunnyside Interconnection Point”.  The point ofinterconnection is within the 345 kV single circuit transmission line extendingfrom AEP’s Fall Creek 345 kV Station to IPL’s Sunnyside 345 kV Station (seeFigure 2).  

 1.1.3    The point hereby designated andhereinafter called “Tanners Creek-Hanna Interconnection Point”.  The point ofinterconnection is within the 345 kV single circuit transmission line extendingfrom AEP’s Tanners Creek 345 kV Station to IPL’s Hanna 345 kV Station (seeFigure 3).           

APPENDIX  I       

FIGURE 1 

[Diagram of Breed-Petersburg/WheatlandInterconnection Point]
APPENDIX  I 

FIGURE 2 

[Diagram Fall Creek-Sunnyside Interconnection Point]

APPENDIX  I 

FIGURE 3 

[Diagram of Tanners Creek-Hanna InterconnectionPoint]

APPENDIX II

METERING AND METERING POINTS

1.1              Metering Points   Electric powerand energy  across an Interconnection Point shall be measured by suitablemetering equipment provided by the Parties at the metering points as describedbelow; and at such other points, voltages, and ownership as may be agreed uponby the Parties.   Existing Interconnection Points   

1.1.1        IPL shall, at its sole cost, install,own, operate and maintain or cause to be installed, owned, operated andmaintained, as the case may be, the following metering equipment:    

(a)                Sunnyside Metering Point: 345 kVmetering equipment installed at IPL’s Sunnyside 345 kV Station for the FallCreek-Sunnyside Interconnection Point (see Figure 2, Appendix I).   

(b)               Hanna Metering Point: 345 kVmetering equipment installed at IPL’s Hanna 345 kV Station for the TannersCreek-Hanna Interconnection Point (see Figure 3, Appendix I).   

1.1.2        AEP shall, at its sole cost, install,own, operate and maintain or cause to be installed, owned, operated andmaintained, as the case may be, the following metering equipment:  

 (a)                Breed Metering Point: 345kV metering equipment installed at AEP’s Breed 345 kV Station for theBreed-Petersburg/Wheatland Interconnection Point (see Figure 1, Appendix I). 

  1.2              Metering Equipment   Suitable andreliable metering equipment of revenue quality shall be installed at each of theexisting and future Interconnection Points, as described under Section 1.1above, and shall include potential and current transformers, revenue meters,test switches and such other equipment as may be needed.  The metering designand functionality established by this Appendix II shall serve as a guideline forall new interconnection metering installations, including any modification,addition or upgrade to any of the existing metering equipment after the date ofthis Agreement. As such, a Party may deviate from this metering design andfunctionality with the other Party’s consent, which shall not be unreasonablywithheld, conditioned or delayed.   

1.2.1        General Requirements   All meteringquantities shall be measured at the Interconnection Point and its meteringaccuracy shall meet the required metered standards of IPL, PJM, Midwest ISO andAEP. The Parties may agree by amendment to this Agreement to install metering atlocations other than the Interconnection Points; however, measured meteringquantities shall be compensated for losses to the Interconnection Point,provided, however, that the Parties shall exercise reasonable efforts to avoidsuch compensating metering installations. Based upon mutual agreement betweenthe Parties, metering can be installed at a location different from theInterconnection Point; provided, however, measured metering quantities shall becompensated to the Interconnection Point.   

All reasonable costs for meter changes or meterupgrades requested by a Party, shall be borne by the requesting Party, unlessagreed otherwise. 

1.2.2    Industry Standard Requirements              At least (N-1) metering elements will be used to measure all realand reactive power crossing the Interconnection Points, where N is the number ofwires in service including the ground wire.  The metering equipment (consistingof instrument transformers, meters, sockets, and test switches) shall beinstalled, calibrated, and tested (at the requesting Party’s expense) inaccordance with the latest approved version of (but not limited to) the StandardDocuments listed below, including the standard testing procedures and guidelinesof the Party that owns the metering equipment: 

ANSI C12.1 :              Code For ElectricityMetering ANSI C12.7 :              Requirements for Watt-Hour Meter Socket ANSIC12.9 :              Test Switches for Transformer-Rated Meters ANSIC12.11:             Instrument Transformers for Revenue Metering, 10KV Through350KV BIL ANSI C12.10:             Electromechanical Watt-hour Meters ANSIC12.16:             Solid State Electricity Meters ANSI C12.20:             ForElectricity Meters 0.2 and 0.5 Accuracy Class ANSI C37.90.1:          SurgeWithstand Capability (SWC) Test             ANSI/IEEE C57.13:    StandardRequirements for Instrument Transformers

To the extent that the above requirements conflictwith the manuals, standards or guidelines of the applicable Regional ReliabilityOrganization regarding interchange metering and transactions, the manuals,standards and guidelines of such Regional Reliability Organization shallcontrol. 

1.2.3    Metering Equipment Maintenance And Testing  Upon installation and unless otherwise specified, the meters shall beinspected and tested in accordance with the latest applicable ANSI Standards andat least annually, or at any other mutually agreed frequency thereafter.  Morefrequent meter tests can be performed at the request of a Party; however, thetest will be performed at the requesting Party’s expense if the meter is foundto be within the established ANSI tolerances.  The Party that owns the meteringshall inform the other Party with at least two (2) weeks’ advance notice, ofimpending metering tests, and invite the other Party to attend and witness thetests.   Metering accuracy shall be maintained at three tenths of one percent(0.3%) accuracy or better, and the meter test shall require a meter standardwith accuracy traceable to the National Institute of Standards and Technology(“NIST”).   If at any test of metering equipment an inaccuracy shall bedisclosed exceeding two percent (2%), the account between the Parties shall beadjusted to correct for the inaccuracy disclosed over the shorter of thefollowing two periods:  (1) for the 30-day period immediately preceding the dayof the test, or (2) for the period that such inaccuracy may be determined tohave existed.  No meter shall be left in service if the percent accuracy erroris found to be more than plus or minus one percent (+/-1%).     The Party thatowns the metering equipment shall maintain records that would demonstratecompliance with all meter tests and maintenance, and that they are  conducted inaccordance with Good Utility Practice for the life of the InterconnectionPoint.  The non-owning Party shall have reasonable access to such records. Ifmetering equipment fails to function, the energy registration shall bedetermined from the best available data, including the check metering, ifapplicable. The Instrument Transformers (“IT”) shall also be inspected andmaintained based on Article 1.2.2 of this Appendix II, and existing standardsand practices of the Party that owns the metering equipment. 

1.2.4        Current Transformer Requirements   Eachmetering point shall have a dedicated set of metering class currenttransformers.  Unless otherwise agreed by the Parties, all metering shall betype 3.0 element metering, and have three (3) metering accuracy currenttransformers.   Current transformers shall meet or exceed an accuracy class of0.3% (as defined in IEEE C57.13), or better. Current transformers shall complywith the minimum BIL rating as specified in standards IEEE C57.13 and ANSIC12.11.    The mechanical and thermal short term current ratings of the currenttransformer shall exceed or withstand the available fault current, while thesecondary burden of the current transformer shall not exceed its stated nameplate burden rating. 

1.2.5       Voltage Transformers Requirements   Eachmetering point shall have a dedicated set of metering class of voltagetransformers.  Unless otherwise agreed upon by the Parties, all metering shallbe type 3.0 element metering, and have three (3) metering accuracy voltagetransformers.   Voltage transformers shall meet or exceed an accuracy class of0.3% (as defined in IEEE C57.13).  The secondary of the voltage transformershall be exclusively used for the meters only, so as not to exceed the secondaryburden of the stated voltage transformer’s nameplate burden rating.  Voltagetransformers with two separate secondary windings may have one winding dedicatedto the meters and the other winding used for the relaying or metering.  Thenameplate burden rating on either winding must not be exceeded.   Voltagetransformers shall comply with the minimum BIL rating as specified in standardsIEEE C57.13 and ANSI C12.11.   

1.3       Remote Meter Access and DataCommunications   For Interconnection Points not designated as normally open, andfor normally open Interconnection Points, the Party that owns the meteringequipment at such Interconnection Points, unless otherwise mutually agreed,shall be responsible for installation of the communications facilities(typically consisting of a telephone circuit and modems) for remotely accessingthe meter. The Owning Party shall also be responsible for operation andmaintenance, and on-going monthly costs of the communication facilities. 

1.3.1    Remote Billing Data Retrieval   The OwningParty shall provide appropriate communication capability of electronic remoteinterrogation of the billing data in a manner that is compatible with commonlyused billing data systems.    

1.3.2    Real Time Communications   Meters shall becapable of communicating with DAS equipment such as a Remote Terminal Unit(“RTU”) to provide the following real time bi-directional power and energydata:  instantaneous power flows, per phase and three-phase averaged RMSvoltages, per phase and three-phase averaged RMS currents and frequency with atleast two decimal points.   

1.3.3    Energy Flow Data   A continuousaccumulating record of active and reactive energy flows shall be provided bymeans of the registers on the meters.   The deployed meter(s) shall be capableof providing bi-directional energy data flow in either kyz pulse signals format,or accumulated counters to RTU.  The Parties shall share the same data registerbuffers regardless of the types of employed data communication methods.  If theaccumulation counter method is used, only one Party shall be responsible forfreezing the accumulator buffers and Party owning of the metering equipmentshall freeze them.  The accumulator freezing signals shall be synchronized toUniversal Coordinated Time (“UCT”) within 1/ 2 seconds.  

1.4       Metering Device Requirements   All metersshall be programmable and capable of measuring, recording, and displayingbi-directional active and reactive energy and four quadrant power quantities. Also, the meters shall be programmable for compensating for power transformerand line losses. The meters may preferably have at least one serialcommunication, one Ethernet port, hard-wired “kyz” pulse output, and internalmodem for data communication.    The meters’ internal clocks and real-time DASequipment shall be synchronized with UCT with at least 10 millisecondsresolution.  The GPS clock receiver used at each Interconnection Point, shall becapable of providing unmodulated IRIG-B signals to support the UCT time synchrequirement.   

1.5       Redundant Installation   Futureinterconnection metering shall have a primary and a backup meter.  The revenuemeters shall preferably be powered by the station control battery with anautomatic backup power throw-over scheme to one of the phases available from themetering potential transformers.  

 1.6       Meter Access   A Party whosemetering equipment is located within a station owned by the other Party shallhave reasonable access to the metering equipment for purposes of meter reading,inspection, testing, and other such valid operating purposes.  Such access shallnot be unreasonably withheld.  

 1.7       Meter Removal   Upon termination ofthis Agreement or when the metering is no longer needed, the Party owning themeter equipment in another Party’s station shall remove the metering equipmentfrom the premises of the other Party within one (1) year after termination orwithin one year after the Party owning the meter equipment determines that theinterchange metering is no longer needed. 

APPENDIX III 

DAS EQUIPMENT: OWNERSHIP, INSTALLATION ANDMAINTENANCE   

1.1       Need for Data Acquisition Provisions   Inrecognition that the coordination of the system operations by the Parties may befacilitated by the sharing of power flow and other real time information frommeters and other equipment at the Interconnection Points, the Parties may agreeto cooperate on the installation and operation of data acquisition system(“DAS”) equipment including remote terminal units (“RTUs”), meters, MW/MVAR andvolt transducers, telecommunication devices, lease lines, etc., at points whichshall from time to time be mutually agreed upon.  Therefore, the Partiesestablish this Appendix III to govern the general principles of such DASarrangements. DAS arrangements modifying these general principles shall beprovided in an amendment to this Agreement. 

For purposes of this Appendix III, the term “OtherParty” means a Party that wishes to obtain information from an Owning Partythrough the installation of DAS equipment. 

The Owning Party’s RTU or equivalent devices may beshared by the Other Party. Therefore, the RTU shall support multiple dedicatedcommunication ports with mutually agreed upon communication protocols.  If abackup telemetry system or data is required by the Other Party for its own use,the Other Party shall be responsible for installing and/or maintaining the fielddevices and associated telecommunication system at its cost. Where there areprotocol restrictions because of existing legacy systems, the owning Party shalloffer industry standard protocols such as DNP 3.0 or ICCP.  If a proprietarycommunication protocol is to be used solely for one Party, the Party requestinguse  of such protocol shall be responsible for the cost  of adding thecustomized communication protocol to the RTU.    

The following real time data shall be provided  toeach Party as minimum requirements: Three phase bi-directional energy flows(e.g., MWH, MVARH), Three phase instantaneous power flows (e.g. MW, MVAR), perphase RMS voltages, per phase RMS currents, and frequency measurement with atleast two decimal points resolution. In addition to the real time data, thestatus of all switching devices associated with the interconnection circuit(s)shall be provided. For the energy flow data, either or both accumulated data orhourly interval data shall be provided based on mutually agreed formats.  Ifaccumulated data is used, the Party owning the RTU will freeze the accumulateddata buffers at the top of each hour and the Other Party will read the frozendata.  This shall be accomplished in a manner providing for both Parties to havethe same accumulator data readings even though the accumulator data readingfrequencies may not be synchronized. 

1.1.1    The DAS equipment covered herein shall beassociated with the interconnection metering points specified in Appendix II. When the Other Party requests additional data, and/or DAS equipment upgrade, theParties shall cooperate with each other, based on Good Utility Practice. Unlessotherwise mutually agreed, the Other Party will bear the cost associated withsuch requests. This Agreement shall be amended, from time to time, to reviseAppendix III whenever new data acquisition installations are established (newInterconnection Point) or existing installations are upgraded or deactivated. 

1.1.2    Commissioning Test Procedures 

When new interconnection metering and/or DASequipment is installed, replaced or upgraded, a commissioning test shall beperformed based on mutually agreed test procedure. Before the equipment isofficially placed in service, the following processes shall be followed, as aminimum requirement: 

(a)        The Owning Party shall inform the OtherParty of the commissioning test.               (b)        The Owning Party willprovide a three-way conference call between the interconnection site andTransmission System control centers of both Parties.                (c)       Bidirectional test currents shall be injected to the interconnection energymeter and the instantaneous analog data values displayed by the meter shall bechecked against the corresponding readings received at each control center  This verification test will be made at the 0, 2.5 and 5 Amp cases, and withunity and 50% power factors.               (d)        The pulse accumulatorcounter data shall be tested in the same manner and the accumulator freezefunctionality shall be verified.               (e)        A “roll-over” counttest may be performed for each accumulator data point  in order to verify the“roll-over” count is properly processed by both controls centers to verify thedata. 

1.2       New DAS Arrangement   Upon approval of theOperating Committee, the Parties shall amend this Agreement to revise thisAppendix III to provide the details of DAS arrangements that may have beenestablished for the mutual benefit of the Parties for new or existingInterconnection Points, including the ownership of specific DAS equipment andany mutually agreed provisions different from or in addition to the arrangementsspecified in this Agreement.  Any such amendment shall address such additionaldetails as the Parties’ responsibilities for the provision and installation ofequipment, equipment location, ownership, project scheduling, testing andcommissioning, maintenance, and cost reimbursement, if applicable.    

1.3       Ownership, Installation and Maintenance ofNew DAS Equipment   The installation of such DAS equipment, as described inArticle 1.2 of this Agreement, shall be paid for by the Owning Party, unless itis mutually agreed otherwise to share in the cost; provided, however, the OwningParty shall have the responsibility to install all DAS equipment. 

1.3.1    The Owning Party shall provide, install,own and maintain the relays, transducers, wiring, protection equipment andassociated materials (“Owning Party Equipment”) required  to support theinstallation of the Other Party’s data acquisition equipment (“Other Party’sEquipment”).  Provided, however, that if the Interconnection Point isestablished for the benefit of and at the request of a Party, the Partybenefiting and requesting the Interconnection Point shall install, own andmaintain the DAS equipment arrangement and shall provide access to the DAS datato the non-requesting Party. Equipment that is shared in common between theOwning Party and the Other Party (such as duplicating relays, test switches,etc.) shall likewise be provided, installed, owned and maintained by the Partyon whose property the shared equipment is located and shall be part of theOwning Party’s Equipment, unless agreed otherwise. Unless otherwise mutuallyagreed, each Party will maintain its own equipment on its side of theInterconnection Point. 

1.3.2    The Other Party shall provide the OwningParty documents listing and describing the Other Party’s Equipment that theOther Party will supply for installation by the Owning Party.  These documentswill generally consist of a hardware list and detailed drawings and/or circuitdiagram.  If the owning Party does not stock the DAS equipment or othercomponents specified by the Other Party, then the Other Party will supply thenecessary components including spare parts.  The owning Party reserves the rightto refuse to install any material supplied by the Other Party that has not beenapproved by the owning Party for use in its installations. The Owning Partyassumes no liability whatsoever in refusing such material or with respect tomaterial the Other Party thereafter provides for the Owning Party’sinstallation.   

1.3.3    The Other Party shall provide, own andmaintain as part of the Other Party’s Equipment, the data communicationcircuits, including any necessary data circuit protection equipment, and beresponsible for the costs of such circuit.  Where deemed appropriate by theowning Party, the Other Party personnel shall be permitted to work independentlyon its equipment.  Generally, however, work performed by the Other Party’spersonnel shall be performed under the supervision of the Owning Partypersonnel, unless such equipment is located outside or is only accessible fromoutside the Owning Party’s facilities. 

1.3.4    Unless otherwise mutually agreed, theOwning Party will provide station battery power to the DAS equipment at 48, 125,or 250 Volt DC, via a DC circuit (fused or circuit breaker) at 15, 5, or 5ampere, respectively.  Under no circumstances shall the Other Party connecteither the positive or negative side of this circuit to ground.  The OtherParty’s Equipment shall be connected to the station’s grounding conductorthrough the Owning Party’s breaker control panel.  The Owning Party’s shallprovide station service power for the data acquisition equipment via a 115 V,60Hz with a 15 ampere (fused or circuit breaker) circuit. 

 

1.4       Location and Site Access   The OwningParty shall permit the Other Party to locate its data acquisition equipment anddata circuit protection equipment in the Owning Party’s station controlbuilding, if adequate space exist or is available, or outside the Owning Party’sstation switchyard, if no control building is available.  In choosing equipmentlocation, consideration shall be given to equipment security, protection andaccess needs of  both Parties.  In cases where escorted access to the stationcontrol house or outdoor equipment is required, the Other Party shall notify theOwning Party at least 24 hours prior to any planned visit.  If access is neededon a short notice, the Parties shall endeavor to arrange such visits by mutualagreement.  The Owning Party shall not unreasonably withhold access to theequipment to the Other Party; provided, however, the Owning Party may denyaccess based upon safety considerations, operating condition or other relevantcriteria.  

1.5       Proprietary and Confidential Information  Except as may be required by an RTO or Regional Reliability Organization, theParties shall treat all shared telemetry information received via telemetry fromeach other as confidential and proprietary and shall take such precautions asmay be reasonable and necessary to prevent such information from being madeknown or disclosed to any person or entity except in accordance with thisAgreement.  However, provided, that if a Party is required by law, legal processor action of a Governmental Authority to disclose any information, such Partyshall promptly notify the Other Party of such requirement so that action, deemedappropriate in the circumstances, may be taken to protect confidential andproprietary information against disclosure. 

1.6       Cost Estimate, Billing and Payment   Priorto the installation of the Other Party’s equipment, both the Owning Party andthe Other Party shall prepare an estimate of the costs associated with suchinstallation.  All billings and payments terms and conditions, billing disputesand resolutions shall be handled pursuant to Article 5 of this Agreement. 

APPENDIX III   

Exhibit 1 

 

Data Acquisition System for Indianapolis Power &Light Company (IPL) at the AEP Breed-IPL Petersburg/Duke WheatlandInterconnection Point.   

Section 1 - Scheduling 

This DAS Equipment is already installed. 

Section 2 - Equipment Ownership and Installation 

IPL retains ownership of the transducers and the RTUinstalled in the station.  AEP installs the transducers, terminal blocks, testswitches, interposing relay, and related equipment provided by IPL.  AEP alsoinstalls the cables, fuse blocks, and related equipment that provide inputsignals to the transducers and the RTU.  Equipment shared in common by theParties, such as test switches, fuse blocks, duplicating relays, and the like,shall be owned by IPL; provided that IPL may not remove such equipment withoutAEP’s written consent.  

Any transducers owned by IPL can be shared by anyother non-AEP company.  Conversely, any transducers owned by AEP shall not beshared. 

Section 3 - Maintenance 

The maintenance of the RTU, transducers, terminalblocks, and communications line shall be the responsibility of IPL.  Themaintenance of the cables, fuses, test switches and other miscellaneousequipment shall be the responsibility of AEP.   

Power:  To DAS Equipment by AEP at 125 Volt AC, viaone circuit fused at 15 Amperes. 

Section 4 - Data supplied 

AnalogInput:                                                                                       UOM                         1.  Breed Petersburg/Wheatlandline                             MW, MVAR                         2.  Spare                                                                     MW, MVAR                        3.  Breed W. Caseyline                                                MW, MVAR                        4.  Breed Dequineline                                      MW, MVAR                         5. Breed Eugene line                                                    MW, MVAR                        6.  Breed Sullivan 1line                                                MW, MVAR                        7.  Breed Sullivan 2line                                                MW, MVAR                        8.  345 kV linePotential                                               VOLTS 

        (From 345 kV bus #2) 

     Total of 15 Analog Inputs 

Status Inputs:                         1.  BKRA1                                                                 OPEN/CLOSE                        2.  BKRA                                                                   OPEN/CLOSE                        3.  BKRA2                                                                 OPEN/CLOSE                        4.  BKRB                                                                    OPEN/CLOSE                        5.  BKRB2                                                                  OPEN/CLOSE                        6.  BKRC                                                                   OPEN/CLOSE                        7.  BKRC1                                                                 OPEN/CLOSE                        8.  BKRC2                                                                 OPEN/CLOSE                        9.  BKRD                                                                   OPEN/CLOSE                        10.  BKRD1                                                               OPEN/CLOSE                        11.  BKRD2                                                               OPEN/CLOSE 

       Total of 11 Status Inputs 

Pulse Accumulators:                                                                                                                                                                                       UOM               1.         Breed Petersburg/Wheatland 345kV                                        MWH (IN)             2.         BreedPetersburg/Wheatland 345 kV                                        MWH (OUT)                                 Total of 2 Pulse Accumulators   

APPENDIX  III   

Exhibit 2 

Data Acquisition System (DAS) for Indianapolis Power& Light Company (IPL) at the AEP Fall Creek-IPL Sunnyside Interconnection Point.  

The following DAS arrangement exists at the AEP FallCreek Station pursuant to a DAS Agreement dated August 21, 1985 between IPL andIndiana & Michigan Power Company (“AEP”), which is made part of this Agreement.  

Section 1 - Scheduling 

This DAS Equipment is already installed. 

Section 2 - Equipment Ownership and Installation 

IPL retains ownership of the transducers and theremote terminal unit (RTU) installed in the station.  AEP installs thetransducers, terminal blocks, test switches, interposing relay, and relatedequipment provided by IPL.  AEP also installs the cables, fuse blocks, andrelated equipment that provide input signals to the transducers and the RTU. Equipment shared in common by the Parties, such as test switches, fuse blocks,duplicating relays, and the like, shall be owned by IPL; provided that IPL maynot remove such equipment without AEP’s written consent.  

Any transducers owned by IPL can be shared by anyother non-AEP company.  However, any transducers owned by AEP shall not beshared.   

Section 3 - Maintenance 

The maintenance of the RTU, transducers, terminalblocks, and communications line shall be the responsibility of IPL.  Themaintenance of the cables, fuses, test switches and other miscellaneousequipment shall be the responsibility of AEP.  

Power:  To DAS Equipment by AEP at 125 Volt AC, viaone circuit fused at 15 Amperes. 

Section 4 - Data supplied 

AnalogInput:                                                                                       UOM                         1.  Fall Creek Sunnyside line                                        MW, MVAR                         2. Fall Creek Noblesville line                           MW, MVAR                        3.  Fall Creek Desoto line                                            MW, MVAR                         4. XF1 High Side Bank                                               MW, MVAR                             Total of 8 Analog Inputs 

Status Inputs:                         1.  Y lineswitch (Sunnyside)                                         OPEN/CLOSE                        2.  W line switch(Noblesville)                           OPEN/CLOSE                         3. BKR K2 (Desoto)                                                   OPEN/CLOSE                        4.  BKR L (BusTie)                                                     OPEN/CLOSE                        5.  X Bank Switch                                                       OPEN/CLOSE                                                       Total of 5 Status Inputs  

Fall Creek-SunnysideLine                                                                    MWH (IN)Fall Creek-SunnysideLine                                                                    MWH(OUT) 

APPENDIX III   

Exhibit 3 

Data Acquisition System for Indianapolis Power &Light Company (IPL) at the AEP Tanners Creek-IPL Hanna Interconnection Point. 

Section 1 - Scheduling 

This DAS Equipment is already installed. 

Section 2 - Equipment Ownership and Installation   

IPL retains ownership of the transducers and the RTUinstalled in the station.  AEP installs the transducers, terminal blocks, testswitches, interposing relay, and related equipment provided by IPL.  AEP alsoinstalls the cables, fuse blocks, and related equipment that provide inputsignals to the transducers and the RTU.  Equipment shared in common by theParties, such as test switches, fuse blocks, duplicating relays, and the like,shall be owned by IPL; provided that IPL may not remove such equipment withoutAEP’s written consent.  

Any transducers owned by IPL can be shared by anyother non-AEP company.  However, any transducers owned by AEP shall not beshared. 

Section 3 - Maintenance 

The maintenance of the RTU, transducers, terminalblocks, and communications line shall be the responsibility of IPL.  Themaintenance of the cables, fuses, test switches and other miscellaneousequipment shall be the responsibility of AEP.  

Power:  To DAS Equipment by AEP at 125 Volt AC, viaone circuit fused at 15 Amperes. 

Section 4 - Data supplied 

AnalogInput:                                                                                       UOM                         1.  Tanners Creek Hannaline                                        MW, MVAR                         2. Tanners Creek Desoto #1 line                                  MW, MVAR                        3.  Tanners Creek Desoto #2 line                                 MW, MVAR                         4.  TannersCreek Miami Fort line                                 MW, MVAR                        5.  Bank 4 Gen.Net                                                     MW, MVAR                        6.  Bank 3 Gen. Net                                                    MW, MVAR                        7.  Dearborn #2line                                                      MW, MVAR                        8.  Tanners Creek East Bend line                                 MW, MVAR                         9.  345 kVline Potential                                               VOLTS                        (From East Bend line potential)                               Total of 17 Analog Inputs   

Status Inputs:                         1.  BKRQ1                                                                 OPEN/CLOSE                        2.  BKRQ2                                                                 OPEN/CLOSE                        3.  BKRP1                                                                  OPEN/CLOSE                        4.  BKRP2                                                                  OPEN/CLOSE                        5.  BKRS1                                                                  OPEN/CLOSE                        6.  BKRS2                                                                  OPEN/CLOSE                        7.  BKRT1                                                                  OPEN/CLOSE                        8.  BKRT2                                                                  OPEN/CLOSE                        9.  BKRP                                                                    OPEN/CLOSE                        10.  BKRS                                                                  OPEN/CLOSE                        11.  BKRN2                                                               OPEN/CLOSE                                                       Total of 11 Status Inputs 

Tanner-Creek-HannaLine                                                                    MWH (IN)Tanner-Creek-HannaLine                                                                    MWH(OUT) 

APPENDIX IV 

DEFINITIONS 

“Affiliate”- shall mean with respect to acorporation, partnership or other entity, each such other corporation,partnership or other entity that either directly or indirectly, through one ormore intermediaries, controls, is controlled by, or is under common controlwith, such corporation, partnership or other entity. 

“Applicable Laws and Regulations”- shall mean allduly promulgated applicable federal, state and local laws, regulations, rules,ordinances, codes, decrees, judgments, directives, or judicial or administrativeorders, permits and other duly authorized actions of any Governmental Authorityhaving jurisdiction over the relevant Parties, their respective facilities,and/or the respective services they provide. 

“Due Diligence” - shall mean the exercise of goodfaith efforts to perform a required act on a timely basis using the necessarytechnical and manpower resources. 

“Force Majeure” - shall mean any cause beyond thecontrol of the affected Party, including but not restricted to, acts of God,flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civildisturbance or disobedience, labor dispute, labor or material shortage,sabotage, acts of the public enemy, explosions, orders, regulations orrestrictions imposed by governmental, military, or lawfully established civilianauthorities, which, in any of the foregoing cases, by exercise of Due Diligencesuch Party could not reasonably have been expected to avoid, and which, by theexercise of Due Diligence, it has been unable to overcome.  Force Majeure doesnot include:  (i) a failure of performance that is due to an affected Party’sown negligence or intentional wrongdoing; (ii) any removable or remediablecauses (other than settlement of a strike or labor dispute) which an affectedParty fails to remove or remedy within a reasonable time; or (iii) economichardship of an affected Party.  

“Good Utility Practice”- shall mean any of thepractices, methods and acts engaged in or approved by a significant portion ofthe electric utility industry during the relevant time period, or any of thepractices, methods and acts which, in the exercise of reasonable judgment inlight of the facts known at the time the decision was made, could have beenexpected to accomplish the desired result at a reasonable cost consistent withgood business practices, reliability, safety and expedition.  Good UtilityPractice is not intended to be limited to the optimum practice, method, or actto the exclusion of all others, but rather to be acceptable practices, methodsor acts generally accepted in the region.  Good Utility Practice shall includecompliance with RTO tariffs and other applicable agreements, including and notlimited to the Joint Operating Agreement. 

“Governmental Authority” - shall mean any federal,state, local or other governmental, regulatory or administrative agency, court,commission, department, board, or other governmental subdivision, legislature,rulemaking board, tribunal, arbitrating body, or other governmental authority,having responsibility over the Parties, their respective facilities, or therespective services they provide, and exercising or entitled to exercise anyadministrative, executive, police, or taxing authority or power; provided,however, that such term does not include IPL, AEP, or any Affiliate thereof. Forthe avoidance of doubt, Governmental Authority shall include NERC and anyRegional Reliability Organization. 

“Interconnection Point”- shall have the meaningprovided in Section 1.1 of this Agreement. 

  “Joint Operating Agreement” - shall mean the JointOperating Agreement and Congestion Management Process between the Midwest ISOand PJM, an amended from time to time.  The Joint Operating Agreement is MidwestISO Electric Tariff, First Revised Rate Schedule FERC No. 5 and PJM ElectricTariff, First Revised Rate Schedule No. 38. 

“Midwest ISO” - shall mean the Midwest IndependentTransmission System Operator, Inc., which is an RTO, of which IPL is atransmission-owning member. 

“NERC” - shall mean the North American ElectricReliability Corporation, designated by the FERC as the “Electric ReliabilityOrganization” pursuant to the Energy Policy Act of 2005, Pub. L. No 109-58,Title XII, Subtitle A, 119 Stat. 594, 941 (2005), codified at 16 U.S.C. 824o.   

“Party”- shall have the meaning provided in thePreamble of this Agreement.  “Party” shall not include the Midwest ISO or PJM.  

“Parties”- shall have the meaning provided in thePreamble of this Agreement.  “Parties” shall not include the Midwest ISO orPJM.  

“PJM” - shall the PJM Interconnection, LLC, an RTO,of which I&M is a transmission-owning member. 

“Reliability Coordinator” - shall have that meaninggiven by NERC’s Glossary of Terms Used in Reliability Standards.   

“Regional Reliability Organization”- shall mean NERCor any successor agency assuming or charged with similar responsibilitiesrelated to the operation and reliability of the North American electricinterconnected transmission grid, including any regional or other subordinateorganization, which ensures that a defined area of the bulk electric system isreliable, adequate and secure. 

“RTO” - shall mean a regional transmissionorganization approved by FERC. 

 “Unauthorized Use” - shall mean the unauthorizedutilization of the generation or transmission facilities of any other entity.