Exhibit 10.2
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                                                                    May 22, 2000
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CONTACT:                   The Potomac Edison Company dba Allegheny Power
                           Energy Procurement Division
                           Attention:  Mark A. Mader
                           800 Cabin Hill Drive
                           Greensburg, PA  15601
                           Phone:  724-838-6276
                           FAX:  724-830-5404

BILLING ADDRESS:           800 Cabin Hill Drive
                           Greensburg, PA  15601

AE MARKETER:               Allegheny Energy Supply Company, LLC ("AE Supply")
                           Attention:  Jan M. Hanks
                           Phone:  724-853-3827
                           FAX:  724-853-3786

TRANSACTION:               E00-0001-R1

GENERAL:                   This  is  a  "services  provision"  product  that  is
                           designed  and  priced  to  provide  the   flexibility
                           necessary  to  serve  a  variable  retail  load.  The
                           inherent  flexibility of this product is not intended
                           to permit arbitrage in the wholesale markets.  At its
                           sole discretion,  AE Supply may source the generation
                           components of this  product,  in whole or in part, at
                           any  time,  from  any  number  of  suppliers  in  the
                           wholesale generation market, provided applicable ECAR
                           rules are observed.

                           Other non-rate terms and conditions may be negotiated
                           between the parties from time to time.

                           Allegheny  Power  agrees to exercise  best efforts to
                           minimize  the  risk to AE  Supply,  hereunder,  which
                           includes but is not limited to the following: enforce
                           its  tariff   provisions,   enforce  retail  contract
                           provisions,   enforce  PURPA   contract   provisions,
                           implement  a  generation  buy-back  program,  support
                           favorable regulatory initiatives, and actively manage
                           default service.

TERM OF SERVICE:           July 1, 2000 through December 31, 2008
DELIVERY POINT(S):         Into Allegheny Power Control Area, Seller's Choice

                           AE Supply will deliver firm power to Allegheny  Power
                           into the Allegheny Power  electrical  control area at
                           any Allegheny Power  transmission  interconnection(s)
                           and/or  generator   step-up   transformer(s)   within
                           Allegheny Power.

                           AE Supply,  at its sole discretion,  may schedule the
                           delivery  of firm  power  to  Allegheny  Power in any
                           combination  of MW amounts and at any  combination of
                           delivery  points,  such that the total  power  supply
                           requirements under this agreement are met.

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SCHEDULING:                Hours ending 01:00 through 24:00 EPT (24 hours)

                           Daily retail schedules will be submitted by Allegheny
                           Power to AE Supply by 11:30 EPT, one (1) business day
                           prior  to  delivery.  A  business  day is any  Monday
                           through Friday excluding NERC holidays.

                           AE Supply 24-Hour Trading Desk:  724-853-3700
                                                      FAX:  724-853-3786

                           AE Supply will act as agent for Allegheny  Power with
                           respect  to  scheduling   with  the  Allegheny  Power
                           Control  Area  or  its   successor,   including   any
                           adjustments thereto,  deemed necessary by the Control
                           Area or AE Supply.

TYPE OF SERVICES:          AE Supply will provide firm power,  through any means
                           available,  including  purchases in amounts  equal to
                           Allegheny  Power's full Standard Offer Service retail
                           requirements  for the Potomac Edison franchise within
                           the  state of  Maryland,  including  all  losses  and
                           energy imbalance  charges,  whether those charges are
                           for Supply or Consumption  imbalance within Allegheny
                           Power.

PRICE:                     The price for all MWh delivered and services provided
                           hereunder  shall be the greater of the actual average
                           annualized  unbundled generation rate, as established
                           by the Maryland Public Service Commission, or 102% of
                           the incremental  delivered cost that AE Supply incurs
                           in providing  services  during a calendar  year.  For
                           purposes  of   intra-year   administration   of  this
                           agreement, the estimated average annualized unbundled
                           generation rate for Standard Offer Service  customers
                           during each calendar year is as follows:

                                           2000     $30.66/MWh
                                           2001     $31.52/MWh
                                           2002     $31.52/MWh
                                           2003     $31.52/MWh
                                           2004     $31.52/MWh
                                           2005     $31.52/MWh
                                           2006     $31.52/MWh
                                           2007     $31.52/MWh
                                           2008     $31.52/MWh

                           Allegheny  Power  will pay the  applicable  estimated
                           average  annualized  unbundled  generation  rate each
                           month for  services  rendered  and will  true-up  the
                           payments  to  the  actual  average  price,  including
                           reconciliation   imbalances,   (or  the  multiple  of
                           incremental delivered cost, if applicable) subsequent
                           to year-end and when  pertinent  data are  available.
                           Intra-year adjustments to the estimated booked-price,
                           from time to time, may also be performed at Allegheny
                           Power's discretion.

RESERVATION:               Allegheny  Power  will  provide  a  rolling  24 month
                           forecast of its  anticipated  retail load.  Allegheny
                           Power does not  guarantee  maximum  or minimum  load.
                           Reservations will be made on a monthly basis based on
                           the most recent retail forecast.

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ASSIGNMENT:                In AE Supply's sole discretion, this agreement may be
                           assigned  to  any  organizational   successor  of  AE
                           Supply.  Prior to  assignment,  AE Supply will notify
                           Allegheny Power of its intentions.

CANCELLATION:              AE Supply may cancel this  Agreement at any time with
                           twelve (12) months written notification. Upon receipt
                           of written notification,  purchases hereunder will be
                           reduced  to the  levels  indicated  by the  following
                           schedule:

                           270 days prior
                                to cancellation:  75% of the monthly reservation
                           180 days prior
                                to cancellation:  50% of the monthly reservation
                            90 days prior
                                to cancellation:  25% of the monthly reservation
                           Date of cancellation:   0% of the monthly reservation

BILLING AND
PAYMENT:                   Each Monday or next subsequent business day if Monday
                           is a Banking or Company  holiday,  for the  preceding
                           seven-day period Sunday through  Saturday,  as deemed
                           necessary  by  AE  Supply,  AE  Supply  shall  notify
                           Allegheny Power via email of the amount to be prepaid
                           based on the  transactions  scheduled or a reasonable
                           estimate for the pertinent  period.  Allegheny  Power
                           shall  pay the  requested  prepaid  amount  within 24
                           hours of notification.

                           On or before the eighth  working day of each calendar
                           month,  AE Supply shall  calculate the amount due for
                           the  actual  deliveries  to  Allegheny  Power for the
                           previous  calendar  month.  That amount shall then be
                           reconciled  with the total prepaid  amounts  received
                           from  Allegheny  Power during the  previous  calendar
                           month.  Any  payment  or credit  due as the result of
                           such  reconciliation  shall be made by the end of the
                           twentieth (20th) calendar day of the month.

SPECIAL TERMS
AND CONDITIONS:            AE  Supply  will  be  responsible  to meet all retail
                           schedules  provided by  Allegheny Power that meet the
                           notification   guidelines  of   the Allegheny   Power
                           electric distribution company and AE Supply.

                           Interruptible Loads: Allegheny Power may have special
                           arrangements   with  certain  retail  customers  that
                           permit  curtailment for economic  reasons.  AE Supply
                           will notify  Allegheny Power by 9:00 am, one business
                           day prior to  delivery  of its  desire  to  interrupt
                           load,  including  the quantity of load  requested and
                           the period of the interruption.  Allegheny Power will
                           reply  to AE  Supply  no later  than  10:30 am of the
                           quantity  of  load  available  for  interruption.  AE
                           Supply and Allegheny  Power will share, at a ratio of
                           50/50,  the net benefits of the hourly price  avoided
                           or  received  for  each  MWh  of  load   interrupted.
                           Allegheny Power will provide sufficient documentation
                           to verify the load interrupted.

ALLEGHENY ENERGY SUPPLY COMPANY, LLC        THE POTOMAC EDISON COMPANY
                                              DBA ALLEGHENY POWER

    By: /s/ David C. Benson        By: /s/ Ronald A. Magnuson
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            David C. Benson                Ronald A. Magnuson


    Title: Vice President          Title: Vice President
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