Intercompany Power Agreement


    EXHIBIT
      10(a)(2)


     

    COMPOSITE
      COPY 

     

    OF

     

    AMENDED
      AND RESTATED

     

    INTER-COMPANY
      POWER AGREEMENT

     

    DATED
      AS
      OF MARCH 13, 2006

     

    AMONG

     

    OHIO
      VALLEY ELECTRIC CORPORATION,

    ALLEGHENY
      ENERGY SUPPLY COMPANY, L.L.C.

    APPALACHIAN
      POWER COMPANY,

    THE
      CINCINNATI GAS & ELECTRIC COMPANY,

    COLUMBUS
      SOUTHERN POWER COMPANY,

    THE
      DAYTON POWER AND LIGHT COMPANY,

    FIRSTENERGY
      GENERATION CORP., 

    INDIANA
      MICHIGAN POWER COMPANY,

    KENTUCKY
      UTILITIES COMPANY, 

    LOUISVILLE
      GAS AND ELECTRIC COMPANY, 

    MONONGAHELA
      POWER COMPANY,

    OHIO
      POWER COMPANY, and

    SOUTHERN
      INDIANA GAS AND ELECTRIC COMPANY

    


    


     

    COMPOSITE
      COPY AS MODIFIED BY:

     

    Modification
      No. 1, dated as of March 13, 2006.

     


    
      
        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    AMENDED
      AND RESTATED

     

    INTER-COMPANY
      POWER AGREEMENT

     

     

     

    THIS
      AGREEMENT, dated as of March 13, 2006, including Modification No. 1 to this
      Agreement, dated as of March 13, 2006 (together, the “Agreement”), by and among
Ohio
      Valley Electric Corporation
      (herein
      called OVEC), Allegheny
      Energy
      Supply
      Company,
      L.L.C.
      (herein called Allegheny), Appalachian
      Power Company
      (herein
      called Appalachian), The
      Cincinnati Gas & Electric Company
      (herein
      called Cincinnati), Columbus
      Southern Power Company
      (herein
      called Columbus), The
      Dayton Power and Light Company
      (herein
      called Dayton), FIRSTENERGY GENERATION CORP. (herein called FirstEnergy),
Indiana
      Michigan Power Company
      (herein
      called Indiana), Kentucky
      Utilities Company
      (herein
      called Kentucky), Louisville
      Gas and Electric Company
      (herein
      called Louisville), Monongahela
      Power Company
      (herein
      called Monongahela), Ohio
      Power Company
      (herein
      called Ohio Power), and Southern
      Indiana Gas and Electric Company
      (herein
      called Southern Indiana, and all of the foregoing, other than OVEC, being herein
      sometimes collectively referred to as the Sponsoring Companies and individually
      as a Sponsoring Company) hereby amends and restates in its entirety, the
      Inter-Company Power Agreement dated as of July 10, 1953 as amended from time
      to
      time (herein called the Original Agreement), by and among OVEC, Appalachian,
      Cincinnati, Columbus, Dayton, Indiana, Kentucky, Louisville, Monongahela Ohio
      Edison Company, Ohio Power, Pennsylvania Power Company, The Potomac Edison
      Company, Southern Indiana, The Toledo Edison Company and West Penn Power
      Company.

     

    Witnesseth
      That:

     

    Whereas,
      the
      Original Agreement was amended by Modification No. 1, dated as of June 3, 1966;
      Modification No. 2, dated as of January 7, 1967; Modification No. 3, dated
      as of
      November 15, 1967; Modification No. 4, dated as of November 5, 1975;
      Modification No. 5, dated as of September 1, 1979; Modification No. 6, dated
      as
      of August 1, 1981; Modification No. 7, dated as of January 15, 1992;
      Modification No. 8, dated as of January 19, 1994; Modification No. 9, dated
      as
      of August 17, 1995; Modification No. 10, dated as of January 1, 1998;
      Modification No. 11, dated as of April 1, 1999; Modification No. 12, dated
      as of
      November 1, 1999; Modification No. 13, dated as of May 24, 2000; Modification
      No. 14, dated as of April 1, 2001; and Modification No. 15, dated as of April
      30, 2004 (the Modifications); and

     

    Whereas,
      OVEC
      designed, purchased, and constructed, and continues to operate and maintain
      two
      steam-electric generating stations, one station (herein called Ohio Station)
      consisting of five turbo-generators and all other necessary equipment, at a
      location on the Ohio River near Cheshire, Ohio, and the other station (herein
      called Indiana Station) consisting of six turbogenerators and all other
      necessary equipment, at a location on the Ohio River near Madison, Indiana,
      (the
      Ohio Station and the Indiana Station being herein called the Project Generating
      Stations); and

     

    Whereas,
      OVEC
      also designed, purchased, and constructed, and continues to operate and maintain
      necessary transmission and general plant facilities (herein called the Project
      Transmission Facilities) and OVEC established or cause to be established
      interconnections between the Project Generating Stations and the systems of
      certain of the Sponsoring Companies; and

     

    Whereas,
      OVEC
      entered into an agreement, attached hereto as Exhibit A, with Indiana-Kentucky
      Electric Corporation (herein called IKEC), a corporation organized under the
      laws of the State of Indiana as a wholly owned subsidiary corporation of OVEC,
      which has been amended and restated as of the date of this Agreement and
      embodies the terms and conditions for the ownership and operation by IKEC of
      the
      Indiana Station and such portion of the Project Transmission Facilities which
      are to be owned and operated by it; and 

     

    Whereas,
      transmission facilities were constructed by certain of the Sponsoring Companies
      to interconnect the systems of such Sponsoring Companies, directly or
      indirectly, with the Project Generating Stations and/or the Project Transmission
      Facilities, and the Sponsoring Companies have agreed to pay for Available Power,
      as hereinafter defined, as may be available at the Project Generating Stations;
      and

     

    Whereas,
      pursuant to East Central Area Reliability Group (“ECAR”) Document No. 2,
      entitled DAILY OPERATING RESERVE, as revised August 8, 1996 (“ECAR Document No.
      2”), Corporation is required to have available spinning reserve equal to a
      percentage of its internal load as well as supplemental reserve equal to a
      percentage of its internal load, which supplemental reserve is expected to
      be
      provided by the Sponsoring Companies in proportion to their respective Power
      Participation Ratios as defined in subsection
      1.0120;
      and

     

    Whereas,
      the
      parties hereto desire to amend and restate in their entirety, the Original
      Agreement and all of the Modifications, to define the terms and conditions
      governing the rights of the Sponsoring Companies to receive Available Power
      from
      the Project Generating Stations and the obligations of the Sponsoring Companies
      to pay therefor.

     

    Now,
      Therefore,
      the
      parties hereto agree with each other as follows:

     

    
      	
              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
                Participation

              Ratio—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.

               

            
	 	 	 
	
              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. 

               

            


    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
      Inter-Company Power Agreement to be duly executed and delivered by their proper
      and duly authorized officers to be effective as of March 13, 2006.

     

    
      	
              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