EXHIBIT 10.2

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                       INTANGIBLE TRANSITION PROPERTY
                               SALE AGREEMENT



                                  between

                           WEST PENN FUNDING LLC


                                   Issuer

                                    and

                       WEST PENN FUNDING CORPORATION


                                   Seller

                       Dated as of November 16, 1999






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                             TABLE OF CONTENTS

                                                                     Page
                                                                     ----

                                 ARTICLE I

                                Definitions

SECTION 1.01.  Definitions...........................................   2
SECTION 1.02.  Other Definitional Provisions.........................   7


                                 ARTICLE II

                Conveyance of Intangible Transition Property

SECTION 2.01.     Conveyance of Initial Intangible Transition
                           Property..................................   8
SECTION 2.02.     Conveyance of Subsequent Intangible
                           Transition Property.......................   9
SECTION 2.03.     Conditions to Conveyance of Intangible
                           Transition Property.......................  10


                                ARTICLE III

                  Representations and Warranties of Seller

SECTION 3.01.  Organization and Good Standing........................  12
SECTION 3.02.  Due Qualification.....................................  13
SECTION 3.03.  Power and Authority...................................  13
SECTION 3.04.  Binding Obligation....................................  13
SECTION 3.05.  No Violation..........................................  14
SECTION 3.06.  No Proceedings........................................  14
SECTION 3.07.  Approvals.............................................  15
SECTION 3.08.     The Intangible Transition
                           Property..................................  15


                                 ARTICLE IV

                          Covenants of the Seller

SECTION 4.01.  Corporate Existence...................................  17
SECTION 4.02.  No Liens or Conveyances...............................  18
SECTION 4.03.  Delivery of Collections...............................  18
SECTION 4.04.  Notice of Liens.......................................  19
SECTION 4.05.  Compliance with Law...................................  19
SECTION 4.06.     Covenants Related to Intangible Transition
                           Property..................................  19

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                                                            Contents, p. ii

                                                                     Page
                                                                     ----

SECTION 4.07.  Notice of Indemnification Events......................  21
SECTION 4.08.  Protection of Title...................................  21
SECTION 4.09.  Taxes.................................................  22


                                 ARTICLE V

                                 The Seller

SECTION 5.01.  Liability of Seller; Indemnities......................  23
SECTION 5.02.     Merger or Consolidation of, or Assumption
                           of the Obligations of, Seller.............  25
SECTION 5.03.     Limitation on Liability of Seller and
                            Others ..................................  26
SECTION 5.04.  Opinions of Counsel...................................  27


                                 ARTICLE VI

                          Miscellaneous Provisions

SECTION 6.01.  Amendment.............................................  28
SECTION 6.02.  Notices...............................................  29
SECTION 6.03.  Assignment............................................  30
SECTION 6.04.  Limitations on Rights of Others.......................  30
SECTION 6.05.  Severability..........................................  30
SECTION 6.06.  Separate Counterparts.................................  30
SECTION 6.07.  Headings..............................................  31
SECTION 6.08.  Governing Law.........................................  31
SECTION 6.09.  Assignment to Bond Trustee............................  31
SECTION 6.10.  Nonpetition Covenant..................................  31
SECTION 6.11.  Perfection............................................  32
SECTION 6.12.  Limitation of Liability...............................  33


Exhibit A      Bill of Sale

Exhibit B      Form of Opinion Regarding The Transferred
               Intangible Transition Property

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                         INTANGIBLE TRANSITION PROPERTY SALE AGREEMENT
                    dated as of November 16, 1999, between WEST PENN
                    FUNDING LLC, a Delaware limited liability company (the
                    "Issuer"), and WEST PENN FUNDING CORPORATION, a
                    Delaware corporation, and its successors in interest to
                    the extent permitted hereunder, as Seller (the
                    "Seller").

          WHEREAS the Seller received a contribution from the Transferor of
Intangible Transition Property created pursuant to the Statute and the
Qualified Rate Order in exchange for all of the outstanding capital stock
of the Seller;

          WHEREAS the Issuer desires to purchase from time to time
Intangible Transition Property;

          WHEREAS the Seller is willing to sell Intangible Transition
Property to the Issuer;

          WHEREAS the Issuer, in order to finance the purchase of the
Transferred Intangible Transition Property, will from time to time issue
Transition Bonds under the Indenture;

          WHEREAS the Issuer, to secure its obligations under all
Transition Bonds and the Indenture, will pledge its right, title and
interest in the Transferred Intangible

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                                                                          2

Transition Property to the Bond Trustee for the benefit of the Transition
Bondholders; and

          WHEREAS the Issuer has determined that the transactions
contemplated by the Basic Documents are in the best interest of the Issuer
and its creditors and represent a prudent and advisable course of action
that does not impair the rights and interests of the Issuer's creditors.

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and intending to be legally bound hereby, the
parties hereto agree as follows:

                                 ARTICLE I

                                Definitions

          SECTION 1.01. Definitions. (a) Whenever used in this Agreement,
each of the following words and phrases shall have the following meaning:

          "Addition Notice" means, with respect to the transfer of
Subsequent Intangible Transition Property to the Issuer pursuant to Section
2.02, notice, which shall be given by the Seller to the Issuer and the
Rating Agencies not later than 10 days prior to the related Subsequent
Transfer Date, specifying the Subsequent Transfer Date for such Subsequent
Intangible Transition Property.

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          "Agreement" means this Intangible Transition Property Sale
Agreement, as the same may be amended and supplemented from time to time.

          "Bill of Sale" means a bill of sale substantially in the form of
Exhibit A hereto.

          "Business Day" has the meaning specified in the Servicing
Agreement.

          "Competitive Transition Charges" has the meaning specified in the
Servicing Agreement.

          "Corporate Trust Office" means Four Albany Street, 10th Floor,
New York, NY 10006, Attention: Corporate Trust and Agency Services,
Structured Finance Group, or the principal corporate trust office of any
successor Bond Trustee (the address of which the successor Bond Trustee
will notify the Transition Bondholders and the Issuer).

          "Customers" has the meaning specified in the Servicing Agreement.

          "Fitch IBCA" has the meaning specified in the Servicing
Agreement.

          "Indemnification Event" has the meaning specified in Section
5.01(c).

          "Indenture" means the Indenture dated as of November 16, 1999,
between the Issuer and the Bond Trustee, as the same may be amended and
supplemented from time to time.

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          "Initial Intangible Transition Property" means the Intangible
Transition Property, as identified in the related Bill of Sale, sold to the
Issuer on the Initial Transfer Date pursuant to such Bill of Sale in
connection with the issuance of the Series 1999-A Transition Bonds.

          "Initial Transfer Date" means November 16, 1999.

          "Intangible Transition Charges" has the meaning specified in the
Servicing Agreement.

          "Intangible Transition Property" has the meaning specified in the
Servicing Agreement.

          "ITC Collections" has the meaning specified in the Servicing
Agreement.

          "Lien" has the meaning specified in the Servicing Agreement.

          "Losses" has the meaning specified in the Servicing Agreement.

          "Moody's" has the meaning specified in the Servicing Agreement.

          "Officers' Certificate" means a certificate signed by (a) the
chairman of the board, the president, the vice chairman of the board, the
executive vice president or any vice president and (b) a treasurer,
assistant treasurer, secretary or assistant secretary, in each case of the
Seller or the Servicer, as appropriate.

          "Opinion of Counsel" means one or more written opinions of
counsel who may be an employee of or counsel to

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the Seller or the Servicer, which counsel shall be reasonably acceptable to
the Bond Trustee, the Issuer or the Rating Agencies, as applicable, and
which shall be in form reasonably satisfactory to the Bond Trustee, if
applicable.

          "PUC" has the meaning specified in the Servicing Agreement.

          "PUC Regulations" has the meaning specified in the Servicing
Agreement.

          "Qualified Rate Order" has the meaning specified in the Servicing
Agreement.

          "Qualified Transition Expenses" has the meaning specified in the
Servicing Agreement.

          "Rate Schedule" has the meaning specified in the Servicing
Agreement.

          "Servicer" means West Penn, as the servicer of the Intangible
Transition Property, and each successor to West Penn (in the same capacity)
pursuant to Section 5.03 or 6.04 of the Servicing Agreement.

          "Servicer Default" means an event specified in Section 6.01 of
the Servicing Agreement.

          "Servicing Agreement" means the Servicing Agreement dated as of
November 16, 1999, between the Issuer and the Servicer, as the same may be
amended and supplemented from time to time.

          "Standard & Poor's" has the meaning specified in the Servicing
Agreement.

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          "Statute" has the meaning specified in the Servicing Agreement.

          "Subsequent Intangible Transition Property" means Intangible
Transition Property, as identified in the related Bill of Sale, sold to the
Issuer on any Subsequent Transfer Date in connection with the issuance of a
Series of Transition Bonds.

          "Subsequent Transfer Date" means any date on which Subsequent
Intangible Transition Property is to be transferred to the Issuer pursuant
to Section 2.02.

          "Third Party" has the meaning specified in the Servicing
Agreement.

          "Transfer Agreement" has the meaning specified in the Servicing
Agreement.

          "Transferred Intangible Transition Property" means, collectively,
the Initial Intangible Transition Property and any Subsequent Intangible
Transition Property.

          "UCC" has the meaning specified in the Servicing Agreement.

          "West Penn" has the meaning specified in the Servicing Agreement.

          (b) Except as otherwise specified herein or as the context may
otherwise require, each of the following terms has the meaning set forth in
the Indenture for all purposes of this Agreement, and the definitions of
such

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terms are equally applicable both to the singular and plural forms of such
terms:

Term                                                  Section of the Indenture

Adjustment Date.......................................           1.01(a)
Affiliate.............................................           1.01(a)
Basic Documents.......................................           1.01(a)
Bond Trustee..........................................           1.01(a)
Capital Subaccount....................................           1.01(a)
Collateral............................................           1.01(a)
Collection Account....................................           1.01(a)
General Subaccount....................................           1.01(a)
Holders or Transition
  Bondholders.........................................           1.01(a)
Operating Expenses....................................           1.01(a)
Overcollateralization Amount..........................           1.01(a)
Person................................................           1.01(a)
Rating Agency.........................................           1.01(a)
Rating Agency Condition...............................           1.01(a)
Reserve Subaccount....................................           1.01(a)
Series......................................................     1.01(a)
Servicing Fee...............................................     1.01(a)
Transition Bonds............................................     1.01(a)

          SECTION 1.02. Other Definitional Provisions. (a) The words
"hereof", "herein", "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; Section, Schedule and Exhibit
references contained in this Agreement are references to Sections,
Schedules and Exhibits in or to this Agreement unless otherwise specified;
and the term "including" shall mean "including without limitation".

          (b) The definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine
as well as to the feminine and neuter genders of such terms.

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                                 ARTICLE II

                Conveyance of Intangible Transition Property

          SECTION 2.01. Conveyance of Initial Intangible Transition
Property. (a) In consideration of the Issuer's delivery to or upon the
order of the Seller of $596,941,173.80, subject to the conditions specified
in Section 2.03, the Seller, pursuant to a Bill of Sale, will irrevocably
sell, transfer, assign, set over and otherwise convey to the Issuer,
without recourse (subject to the obligations herein), all right, title and
interest of the Seller in and to the Initial Intangible Transition Property
(such sale, transfer, assignment, set over and conveyance of the Initial
Intangible Transition Property will include, to the fullest extent
permitted by the Statute, the assignment of all revenues, collections,
claims, rights, payments, money or proceeds of or arising from the
Intangible Transition Charges related to the Initial Intangible Transition
Property, as the same may be adjusted from time to time). Such sale,
transfer, assignment, set over and conveyance will be expressly stated to
be a sale and, pursuant to the Statute, shall be treated as an absolute
transfer of all of the Seller's right, title and interest (as in a true
sale), and not as a pledge or other financing, of the Initial Intangible
Transition Property. The preceding sentence is the statement referred to in

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Section 2812(e) of the Statute. The Seller agrees and confirms that after
giving effect to the sale contemplated by such Bill of Sale it has no
rights in the Initial Intangible Transition Property to which a security
interest of creditors of the Seller could attach because it has sold all
rights in the Initial Intangible Transition Property to the Issuer pursuant
to the Statute.

          (b) Subject to the conditions specified in Section 2.03, the
Issuer, pursuant to a Bill of Sale, will purchase the Initial Intangible
Transition Property from the Seller for the consideration set forth in
paragraph (a) above.

          (c) The Seller and the Issuer each acknowledge and agree that the
purchase price for the Initial Intangible Transition Property sold pursuant
to the Bill of Sale is equal to its fair market value at the time of sale.

          SECTION 2.02. Conveyance of Subsequent Intangible Transition
Property. The Seller may from time to time offer to sell additional
Intangible Transition Property to the Issuer, subject to the conditions
specified in Section 2.03. If any such offer is accepted by the Issuer,
such Subsequent Intangible Transition Property shall be sold to the Issuer
effective on the Subsequent Transfer Date specified in the related Addition
Notice, subject to the satisfaction or waiver of the conditions specified
in Section 2.03.

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          SECTION 2.03. Conditions to Conveyance of Intangible Transition
Property. The Seller shall be permitted to sell Intangible Transition
Property to the Issuer only upon the satisfaction or waiver of each of the
following conditions:

               (i) on or prior to the Initial Transfer Date or Subsequent
          Transfer Date, as applicable, the Seller shall have delivered to
          the Issuer a duly executed Bill of Sale identifying the
          Intangible Transition Property to be conveyed on that date;

               (ii) as of the Initial Transfer Date or the Subsequent
          Transfer Date, as applicable, the Seller was not insolvent and
          will not have been made insolvent by such sale and the Seller is
          not aware of any pending insolvency with respect to itself;

               (iii) as of the Initial Transfer Date or the Subsequent
          Transfer Date, as applicable, no breach by the Seller of its
          representations, warranties or covenants in this Agreement shall
          exist; no Servicer Default shall have occurred and be continuing;
          and no breach by the Transferor of its representations and
          warranties in the Transfer Agreement shall exist;

               (iv) as of the Initial Transfer Date or the Subsequent
          Transfer Date, as applicable, (A) the Issuer shall have
          sufficient funds available to pay the purchase price for the
          Transferred Intangible

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          Transition Property to be conveyed on such date and (B) all
          conditions to the issuance of one or more Series of Transition
          Bonds intended to provide such funds set forth in the Indenture
          shall have been satisfied or waived;

               (v) on or prior to the Initial Transfer Date or Subsequent
          Transfer Date, as applicable, the Seller shall have taken all
          action required to transfer to the Issuer ownership of the
          Transferred Intangible Transition Property to be conveyed on such
          date, free and clear of all Liens other than Liens created by the
          Issuer pursuant to the Indenture; and the Issuer or the Servicer,
          on behalf of the Issuer, shall have taken any action required for
          the Issuer to grant the Bond Trustee a first priority perfected
          security interest in the Collateral and maintain such security
          interest as of such date;

               (vi) in the case of a sale of Subsequent Intangible
          Transition Property only, on or prior to such Subsequent Transfer
          Date, the Seller shall have provided the Issuer and the Rating
          Agencies with a timely Addition Notice;

               (vii) the Seller shall have delivered to the Rating Agencies
          and the Issuer (A) an Opinion of Counsel with respect to the
          transfer of the Transferred Intangible Transition Property then
          being conveyed to the Issuer

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          substantially in the form of Exhibit B hereto and (B) the Opinion
          of Counsel required by Section 5.04(a); and

               (viii) the Seller shall have delivered to the Bond Trustee
          and the Issuer an Officers' Certificate confirming the
          satisfaction of each condition precedent specified in this
          Section 2.03.

                                ARTICLE III
                  Representations and Warranties of Seller

          As of the Initial Transfer Date and as of any Subsequent Transfer
Date, as applicable, the Seller makes the following representations and
warranties on which the Issuer has relied and will rely in acquiring
Transferred Intangible Transition Property. The Seller agrees and
acknowledges that the following representations and warranties are also for
the benefit of the Bond Trustee, as collateral assignee of the Issuer
pursuant to the Indenture. The representations and warranties shall survive
the sale of Transferred Intangible Transition Property to the Issuer and
the pledge thereof to the Bond Trustee pursuant to the Indenture.

          SECTION 3.01. Organization and Good Standing. The Seller is a
corporation duly organized and in good standing under the laws of the State
of Delaware, with corporate power and authority to own its properties and
conduct its business as currently owned or conducted.

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          SECTION 3.02. Due Qualification. The Seller is duly qualified to
do business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall require
such qualifications, licenses or approvals (except where the failure to so
qualify would not be reasonably likely to have a material adverse effect on
the Seller's business, operations, assets, revenues, properties or
prospects).

          SECTION 3.03. Power and Authority. The Seller has the corporate
power and authority to execute and deliver this Agreement and to carry out
its terms; the Seller has full corporate power and authority to own the
Intangible Transition Property and sell and assign the Initial Intangible
Transition Property, in the case of the Initial Transfer Date, and the
Subsequent Intangible Transition Property, in the case of each Subsequent
Transfer Date, as applicable, and the Seller has duly authorized such sale
and assignment to the Issuer by all necessary corporate action; and the
execution, delivery and performance of this Agreement has been duly
authorized by the Seller by all necessary corporate action.

          SECTION 3.04. Binding Obligation. This Agreement constitutes a
legal, valid and binding obligation of the Seller enforceable against the
Seller in accordance with its

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terms subject to bankruptcy, receivership, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of equity
(regardless of whether considered in a proceeding in equity or at law).

          SECTION 3.05. No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do
not conflict with, result in any breach of any of the terms and provisions
of, nor constitute (with or without notice or lapse of time) a default
under, the articles of incorporation or by-laws of the Seller, or any
indenture, agreement or other instrument to which the Seller is a party or
by which it shall be bound; nor result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument; nor violate any law or any order,
rule or regulation applicable to the Seller of any court or of any Federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its properties.

          SECTION 3.06. No Proceedings. There are no proceedings or
investigations pending or, to the Seller's best knowledge, threatened,
before any court, Federal or state regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the

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Seller or its properties (i) asserting the invalidity of the Basic
Documents or the Transition Bonds, (ii) seeking to prevent the issuance of
the Transition Bonds or the consummation of any of the transactions
contemplated by the Basic Documents or the Transition Bonds or (iii) except
as disclosed by the Seller to the Issuer, seeking any determination or
ruling that could reasonably be expected to materially and adversely affect
the performance by the Seller of its obligations under, or the validity or
enforceability of, the Basic Documents or the Transition Bonds.

          SECTION 3.07. Approvals. Except for UCC continuation filings, no
approval, authorization, consent, order or other action of, or filing with,
any court, Federal or state regulatory body, administrative agency or other
governmental instrumentality is required in connection with the execution
and delivery by the Seller of this Agreement, the performance by the Seller
of the transactions contemplated hereby or the fulfillment by the Seller of
the terms hereof, except those that have been obtained or made.

          SECTION 3.08. The Intangible Transition Property. (a)
Information. All information provided by the Seller to the Issuer with
respect to the Transferred Intangible Transition Property is correct in all
material respects.

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          (b) Effect of Transfer. The transfers and assignments herein
contemplated constitute sales of the Initial Intangible Transition Property
or the Subsequent Intangible Transition Property, as the case may be, from
the Seller to the Issuer and the beneficial interest in and title to the
Transferred Intangible Transition Property would not be part of the
debtor's estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law.

          (c) Transfer Filings. The Seller is the sole owner of the
Intangible Transition Property being sold to the Issuer on the Initial
Transfer Date or Subsequent Transfer Date, as applicable; the Transferred
Intangible Transition Property has been validly transferred and sold to the
Issuer free and clear of all Liens other than Liens created by the Issuer
pursuant to the Indenture. All filings, including filings with the PUC
under the Statute, necessary in any jurisdiction to give the Issuer a valid
ownership interest in the Transferred Intangible Transition Property, free
and clear of all Liens of the Seller or anyone claiming through the Seller,
and to give the Bond Trustee a first priority perfected security interest
in the Transferred Intangible Transition Property have been made, other
than any such filings (except for filings with the PUC under the Statute
and UCC filings with the Secretary of State of the State of Delaware) the
absence of which would

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not have an adverse impact on (i) the ability of the Servicer to collect
Intangible Transition Charges with respect to the Serviced Intangible
Transition Property or (ii) the rights of the Issuer or the Bond Trustee
with respect to the Transferred Intangible Transition Property.

          (d) Solvency. After giving effect to the sale of any Transferred
Intangible Transition Property hereunder, the Seller (i) is solvent and
expects to remain solvent, (ii) is adequately capitalized to conduct its
business and affairs considering its size and the nature of its business
and intended purposes, (iii) is not engaged in nor does it expect to engage
in a business for which its remaining property represents an unreasonably
small capital, (iv) believes that it will be able to pay its debts as they
come due and that such belief is reasonable and (v) is able to pay its
debts as they mature and does not intend to incur, or believe that it will
incur, indebtedness that it will not be able to repay at its maturity.

                                 ARTICLE IV
                          Covenants of the Seller

          SECTION 4.01. Corporate Existence. Subject to Section 5.02, so
long as any of the Transition Bonds are outstanding, the Seller will keep
in full force and effect its corporate existence and remain in good
standing, in each case under the laws of the jurisdiction of its

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incorporation, and will obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement and
each other instrument or agreement to which the Seller is a party necessary
to the proper administration of this Agreement and the transactions
contemplated hereby.

          SECTION 4.02. No Liens or Conveyances. Except for the conveyances
hereunder, the Seller will not sell, pledge, assign or transfer to any
other Person, or grant, create, incur, assume or suffer to exist any Lien
on, any of the Intangible Transition Property, whether now existing or
hereafter created, or any interest therein. The Seller shall not at any
time assert any Lien against or with respect to any Serviced Intangible
Transition Property, and shall defend the right, title and interest of the
Issuer and the Bond Trustee, as collateral assignee of the Issuer, in, to
and under the Intangible Transition Property, whether now existing or
hereafter created, against all claims of third parties claiming through or
under the Seller.

          SECTION 4.03. Delivery of Collections. If the Seller receives
collections in respect of the Intangible Transition Charges or the proceeds
thereof, the Seller agrees to pay the Servicer all payments received by the
Seller in respect thereof as soon as practicable after

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receipt thereof by the Seller, but in no event later than two Business Days
after such receipt.

          SECTION 4.04. Notice of Liens. The Seller shall notify the Issuer
and the Bond Trustee promptly after becoming aware of any Lien on any
Intangible Transition Property other than the conveyances hereunder, under
the Transfer Agreement or under the Indenture.

          SECTION 4.05. Compliance with Law. The Seller hereby agrees to
comply with its organizational or governing documents and all laws,
treaties, rules, regulations and determinations of any governmental
instrumentality applicable to the Seller, except to the extent that failure
to so comply would not adversely affect the Issuer's or the Bond Trustee's
interests in the Intangible Transition Property or under any of the Basic
Documents or the Seller's performance of its obligations hereunder or under
any of the other Basic Documents to which it is a party.

          SECTION 4.06. Covenants Related to Intangible Transition
Property. (a) So long as any of the Transition Bonds are outstanding, the
Seller shall treat the Transition Bonds as debt of the Seller for Federal
income tax purposes.

          (b) So long as any of the Transition Bonds are outstanding, the
Seller shall (i) clearly disclose in its financial statements that it is
not the owner of the Transferred Intangible Transition Property and that
the assets of the Issuer are not available to pay creditors of

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the Seller or any of its Affiliates and (ii) clearly disclose the effects
of all transactions between the Seller and the Issuer in accordance with
generally accepted accounting principles.

          (c) The Seller agrees that upon the sale by the Seller of the
Transferred Intangible Transition Property to the Issuer pursuant to a Bill
of Sale, (i) to the fullest extent permitted by law, including applicable
PUC Regulations, the Issuer shall have all of the rights originally held by
the Seller with respect to the Transferred Intangible Transition Property,
including the right to collect any amounts payable by any Customer or Third
Party in respect of such Transferred Intangible Transition Property,
notwithstanding any objection or direction to the contrary by the Seller
and (ii) any payment by any Customer or Third Party to the Issuer shall
discharge such Customer's or such Third Party's obligations in respect of
such Transferred Intangible Transition Property to the extent of such
payment, notwithstanding any objection or direction to the contrary by the
Seller.

          (d) So long as any of the Transition Bonds are outstanding, the
Seller shall not make any statement or reference in respect of the
Transferred Intangible Transition Property that is inconsistent with the
ownership thereof by the Issuer.

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          SECTION 4.07. Notice of Indemnification Events. The Seller shall
deliver to the Issuer and the Bond Trustee promptly after having obtained
knowledge thereof, written notice in an Officers' Certificate of any
Indemnification Event or any event which, with the giving of notice or the
passage of time, would become an Indemnification Event.

          SECTION 4.08. Protection of Title. The Seller shall execute and
file such filings, including filings with the PUC pursuant to the Statute,
and cause to be executed and filed such filings, all in such manner and in
such places as may be required by law fully to preserve, maintain, and
protect the interests of the Issuer in the Transferred Intangible
Transition Property, including all filings required under the Statute
relating to the transfer of the ownership or security interest in the
Transferred Intangible Transition Property by the Seller to the Issuer. The
Seller shall deliver (or cause to be delivered) to the Issuer file-stamped
copies of, or filing receipts for, any document filed as provided above, as
soon as available following such filing. The Seller agrees to take such
legal or administrative actions, including defending against or instituting
and pursuing legal actions and appearing or testifying at hearings or
similar proceedings, as may be reasonably necessary (i) to protect the
Issuer and the Transition Bondholders from claims, state actions or other

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actions or proceedings of third parties which, if successfully pursued,
would result in a breach of any representation or warranty set forth in
Article III or (ii) to block or overturn any attempts to cause a repeal of,
modification of or supplement to the Statute or the Qualified Rate Order or
the rights of holders of Intangible Transition Property by legislative
enactment or constitutional amendment that would be adverse to the holders
of Intangible Transition Property.

          SECTION 4.09. Taxes. So long as any of the Transition Bonds are
outstanding, the Seller shall, and shall cause each of its subsidiaries to,
pay all material taxes, including assessments and governmental charges
imposed upon it or any of its properties or assets or with respect to any
of its franchises, business, income or property before any penalty accrues
thereon if the failure to pay any such taxes, assessments and governmental
charges would, after any applicable grace periods, notices or other similar
requirements, result in a lien on the Intangible Transition Property;
provided that no such tax need be paid if the Seller or one of its
subsidiaries is contesting the same in good faith by appropriate
proceedings promptly instituted and diligently conducted and if the Seller
or such subsidiary has established appropriate reserves as shall be
required in conformity with generally accepted accounting principles.

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                                 ARTICLE V

                                 The Seller

          SECTION 5.01. Liability of Seller; Indemnities. (a) The Seller
shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Seller under this Agreement.

          (b) The Seller shall indemnify the Issuer and the Bond Trustee,
for itself and on behalf of the Transition Bondholders, and each of their
respective members, managers, officers, directors and agents for, and
defend and hold harmless each such Person from and against, any and all
taxes (other than any taxes imposed on Transition Bondholders solely as a
result of their ownership of Transition Bonds) that may at any time be
imposed on or asserted against any such Person as a result of the
acquisition or holding of the Transferred Intangible Transition Property by
the Issuer or the issuance and sale by the Issuer of the Transition Bonds,
including any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes.

          (c) The Seller shall indemnify the Issuer and the Bond Trustee,
on behalf of the Transition Bondholders, each of their respective members,
managers, officers, directors, and agents, and defend and hold harmless
each such Person from and against, any and all Losses that may be imposed
on,

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incurred by or asserted against any such Person as a result of (x) the
Seller's wilful misconduct, bad faith or gross negligence in the
performance of its duties or observance of its covenants under this
Agreement, (y) the Seller's reckless disregard of its obligations and
duties under this Agreement or (z) the Seller's breach of any of its
representations or warranties contained in this Agreement (any event
described in any of the foregoing clauses (x), (y) or (z), an
"Indemnification Event"). Amounts on deposit in the Reserve Subaccount, the
Overcollateralization Subaccount and the Capital Subaccount shall not be
available to satisfy any Losses for which indemnification is provided in
this Agreement.

          (d) The Seller shall indemnify the Bond Trustee and its officers,
directors and agents for, and defend and hold harmless each such Person
from and against, any and all Losses that may be imposed upon, incurred by
or asserted against any such Person as a result of the acceptance or
performance of the trusts and duties contained herein and in the Indenture,
except to the extent that any such Loss shall be due to the wilful
misfeasance, bad faith or gross negligence of the Bond Trustee. Such
amounts shall be deposited into the Collection Account and distributed in
accordance with the Indenture.

          (e) The Seller's indemnification obligations under Section
5.01(b),(c) and (d) for events occurring prior

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to the removal or resignation of the Bond Trustee or the termination of
this Agreement shall survive the resignation or removal of the Bond Trustee
or the termination of this Agreement and shall include reasonable fees and
expenses of investigation and litigation (including the Bond Trustee's
reasonable attorney's fees and expenses).

          SECTION 5.02. Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Any Person (a) into which the Seller may be merged
or consolidated, (b) which results from the division of the Seller into two
or more Persons, (c) which may result from any merger or consolidation to
which the Seller shall be a party, or (d) which may succeed to the
properties and assets of the Seller substantially as a whole, which Person
in any of the foregoing cases executes an agreement of assumption to
perform every obligation of the Seller under this Agreement, shall be the
successor to the Seller hereunder without the execution or filing of any
document or any further act by any of the parties to this Agreement;
provided, however, that (i) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Article III
shall have been breached and no Servicer Default, and no event that, after
notice or lapse of time, or both, would become a Servicer Default, shall
have occurred and be continuing, (ii) the Seller shall have delivered to
the Issuer and the Bond Trustee an Officers'

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Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement of assumption comply with this
Section and that all conditions precedent, if any, provided for in this
Agreement relating to such transaction have been complied with, (iii) the
Rating Agencies shall have received prior written notice of such
transaction and (iv) the Seller shall have delivered to the Issuer and the
Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion
of such counsel, all filings, including filings with the PUC pursuant to
the Statute, have been executed and filed that are necessary fully to
preserve and protect the interest of the Issuer in the Transferred
Intangible Transition Property and reciting the details of such filings or
(B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interests. Notwithstanding anything
herein to the contrary, the execution of the above described agreement of
assumption and compliance with clauses (i), (ii), (iii) and (iv) above
shall be conditions precedent to the consummation of any transaction
referred to in clauses (a), (b), (c) or (d) above.

          SECTION 5.03. Limitation on Liability of Seller and Others. The
Seller and any director or officer or employee or agent of the Seller may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person,

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respecting any matters arising hereunder. Subject to Section 4.08, the
Seller shall not be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its obligations under this
Agreement, and that in its opinion may involve it in any expense or
liability.

          SECTION 5.04. Opinions of Counsel. The Seller shall deliver to
the Issuer and the Bond Trustee: (a) promptly after the execution and
delivery of this Agreement and of each amendment hereto or to the Servicing
Agreement and on each Subsequent Transfer Date, an Opinion of Counsel
either (i) to the effect that, in the opinion of such counsel, all filings,
including filings with the PUC pursuant to the Statute, that are necessary
to fully preserve and protect the interests of the Issuer in the Intangible
Transition Property have been executed and filed, and reciting the details
of such filings or referring to prior Opinions of Counsel in which such
details are given, or (ii) to the effect that, in the opinion of such
counsel, no such action shall be necessary to preserve and protect such
interest; and (b) within 90 days after the beginning of each calendar year
beginning with the first calendar year beginning more than three months
after the Initial Transfer Date, an Opinion of Counsel, dated as of a date
during such 90-day period, either (i) to the effect that, in the opinion of
such counsel, all filings with the PUC pursuant to the

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Statute, have been executed and filed that are necessary to preserve fully
and protect fully the interest of the Issuer in the Intangible Transition
Property, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (ii) to the effect
that, in the opinion of such counsel, no such action shall be necessary to
preserve and protect such interest. Each Opinion of Counsel referred to in
clause (a) or (b) above shall specify any action necessary (as of the date
of such opinion) to be taken in the following year to preserve and protect
such interest.

                                 ARTICLE VI

                          Miscellaneous Provisions

          SECTION 6.01. Amendment. This Agreement may be amended by the
Seller and the Issuer, with the prior written consent of the Bond Trustee.
The Issuer shall furnish to each of the Rating Agencies (i) prior to the
execution of any such amendment or consent, written notification of the
substance thereof and (ii) promptly after the execution of any such
amendment or consent, a copy thereof.

          Prior to the execution of any amendment to this Agreement, the
Issuer and the Bond Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and the Opinion of Counsel
referred to in

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Section 5.04(a). The Issuer and the Bond Trustee may, but shall not be
obligated to, enter into any such amendment which affects their own rights,
duties or immunities under this Agreement or otherwise.

          SECTION 6.02. Notices. All demands, notices and communications
upon or to the Seller, the Issuer, the Bond Trustee or the Rating Agencies
under this Agreement shall be in writing, delivered personally, via
facsimile, reputable overnight courier or by certified mail, return-receipt
requested, and shall be deemed to have been duly given upon receipt (a) in
the case of the Seller, to West Penn Funding Corporation, 2325B Renaissance
Drive, Las Vegas, Nevada 89119, Attention of President, (b) in the case of
the Issuer, to West Penn Funding LLC, 2325B-2 Renaissance Drive, Las Vegas,
Nevada 89119, Attention of President, (c) in the case of the Bond Trustee,
at the Corporate Trust Office, (d) in the case of Moody's, to Moody's
Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New
York, New York 10007, (e) in the case of Standard & Poor's, to Standard &
Poor's Corporation, 26 Broadway (15th Floor), New York, New York 10004,
Attention of Asset Backed Surveillance Department, and (f) in the case of
Fitch IBCA, to Fitch IBCA, Inc., One State Street Plaza, New York, New York
10004, Attention of ABS Surveillance; or, as to each of the foregoing, at
such other address as shall be designated by written notice to the other
parties.

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          SECTION 6.03. Assignment. Notwithstanding anything to the
contrary contained herein, except as pro vided in Section 5.02, this
Agreement may not be assigned by the Seller. SECTION 6.04. Limitations on
Rights of Others. The provisions of this Agreement are solely for the
benefit of the Seller, the Issuer and the Bond Trustee, on behalf of itself
and the Transition Bondholders, and nothing in this Agreement, whether
express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Collateral or under or in
respect of this Agreement or any covenants, conditions or provisions
contained herein.

          SECTION 6.05. Severability. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

          SECTION 6.06. Separate Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

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          SECTION 6.07. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof. SECTION 6.08. Governing
Law. This Agreement shall be construed in accordance with the laws of the
State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

          SECTION 6.09. Assignment to Bond Trustee. The Seller hereby
acknowledges and consents to the mortgage, pledge, assignment and grant of
a security interest by the Issuer to the Bond Trustee pursuant to the
Indenture for the benefit of the Transition Bondholders of all right, title
and interest of the Issuer in, to and under the Transferred Intangible
Transition Property and the proceeds thereof and the assignment of any or
all of the Issuer's rights hereunder to the Bond Trustee. In no event shall
Bankers Trust Company have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer,
hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the
assets of the Issuer.

          SECTION 6.10. Nonpetition Covenant. Notwithstanding any prior
termination of this Agreement or

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the Indenture, but subject to the PUC's rights to order the sequestration
and payment of revenues arising with respect to the Intangible Transition
Property notwithstanding any bankruptcy, reorganization or other insolvency
proceedings with respect to the debtor, pledgor or transferor of the
Intangible Transition Property pursuant to Section 2812(d)(3)(v) of the
Statute, the Seller shall not, prior to the date which is one year and one
day after the termination of the Indenture, petition or otherwise invoke
or, to the fullest extent permitted by law, cause the Issuer to invoke the
process of any court or government authority for the purpose of commencing
or sustaining a case against the Issuer under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or any substantial part of the property of the Issuer, or ordering
the winding up or liquidation of the affairs of the Issuer.

          SECTION 6.11. Perfection. In accordance with Section 2812(e) of
the Statute, upon the execution and delivery of this Agreement and the
related Bill of Sale, the transfer of the Initial Intangible Transition
Property will be perfected as against all third persons, including any
judicial lien creditors, and upon the execution and delivery of a Bill of
Sale and, if applicable, a supplement to this Agreement, a transfer of
Subsequent Intangible Transition

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Property will be perfected against all third persons, including any
judicial lien creditors.

          SECTION 6.12. Limitation of Liability. It is expressly understood
and agreed by the parties hereto that this Agreement is executed and
delivered by Bankers Trust Company, not individually or personally but
solely as Bond Trustee for the benefit of the Transition Bondholders, in
the exercise of the powers and authority conferred and vested in it, and
nothing herein contained shall be construed as creating any liability on
Bankers Trust Company, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any,
being expressly waived by the parties who are signatories to this Agreement
and by any Person claiming by, through or under such parties; provided,
however, that this provision shall not protect Bankers Trust Company
against any liability that would otherwise be imposed by reason of willful
misconduct, bad faith or gross negligence in the performance of duties or
by reason of reckless disregard of obligations or duties under this
Agreement.

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective officers as of the day and year
first above written.

                                        WEST PENN FUNDING LLC, Issuer,

                                          by
                                             -------------------------
                                             Title:


                                        WEST PENN FUNDING
                                        CORPORATION, Seller,

                                          by
                                             -------------------------
                                             Title:



Acknowledged and Accepted:

BANKERS TRUST COMPANY, not
in its individual capacity
but solely as Bond Trustee
on behalf of the Transition
Bondholders,

  by

    ------------------------
    Title:

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