EXHIBIT 3.4


                                                                EXECUTION COPY


           AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
                                      OF
                             WEST PENN FUNDING LLC

          This Amended and Restated Limited Liability Company Agreement
(together with the schedules attached hereto, this "Agreement") of West Penn
Funding LLC (the "Company"), is entered into by WEST PENN FUNDING CORPORATION,
a Delaware corporation, as the sole equity member (the "Member"), and Mark A.
Ferrucci and Kim E. Lutthans, as the Special Members (as defined on Schedule A
hereto). Capitalized terms used and not otherwise defined herein have the
meanings set forth on Schedule A hereto.

          The Member, by execution of this Agreement, (i) hereby continues the
Company as a limited liability company pursuant to and in accordance with the
Delaware Limited Liability Company Act (6 Del. C. ss. 18-101 et seq.), as
amended from time to time (the "Act"), and this Agreement, (ii) hereby amends
and restates in its entirety the Limited Liability Company Agreement of the
Company, dated as of May 26, 1999 (the "Initial LLC Agreement"), as amended by
the Assignment of Limited Liability Company Interest and Amendment to Limited
Liability Company Agreement dated as of October 20, 1999 (the "Assignment
Agreement"), and, together with Mark A. Ferrucci and Kim E. Lutthans, hereby
agrees as follows:

Section 1.        Name.

          The name of the limited liability company formed hereby is West Penn
Funding LLC.

Section 2.        Principal Business Office.

          The principal business office of the Company shall be located at
2325B-2 Renaissance Drive, Las Vegas, Nevada 89119 or such other location as
may hereafter be determined by the Member.

Section 3.        Registered Office.

          The address of the registered office of the Company in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, Delaware
19801.

Section 4.        Registered Agent.

          The name and address of the registered agent of the Company for
service of process on the Company in the State of Delaware is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, Delaware 19801.

Section 5.        Members.

          (a) The mailing address of the Member is set forth on Schedule B
attached hereto. The Member was admitted to the Company as a member of the
Company upon its execution of the Assignment Agreement heretofore.

          (b) Subject to Section 9(j), the Member may act by written consent.


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          (c) Upon the occurrence of any event that causes the Member to cease
to be a member of the Company (other than (i) upon an assignment by the Member
of all of its limited liability company interest in the Company and the
admission of the transferee pursuant to Sections 21 and 23, or (ii) the
resignation of the Member and the admission of an additional member of the
Company pursuant to Sections 22 and 23), each person acting as an Independent
Director pursuant to Section 10 shall, without any action of any Person and
simultaneously with the Member ceasing to be a member of the Company,
automatically be admitted to the Company as a Special Member and shall
continue the Company without dissolution. No Special Member may resign from
the Company or transfer its rights as Special Member unless (i) a successor
Special Member has been admitted to the Company as Special Member by executing
a counterpart to this Agreement, and (ii) such successor has also accepted its
appointment as Independent Director pursuant to Section 10; provided, however,
the Special Members shall automatically cease to be members of the Company
upon the admission to the Company of a substitute Member. Each Special Member
shall be a member of the Company that has no interest in the profits, losses
and capital of the Company and has no right to receive any distributions of
Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall
not be required to make any capital contributions to the Company and shall not
receive a limited liability company interest in the Company. A Special Member,
in its capacity as Special Member, may not bind the Company. Except as
required by any mandatory provision of the Act, each Special Member, in its
capacity as Special Member, shall have no right to vote on, approve or
otherwise consent to any action by, or matter relating to, the Company,
including, without limitation, the merger, consolidation or conversion of the
Company. In order to implement the admission to the Company of each Special
Member, each person acting as an Independent Director pursuant to Section 10
shall execute a counterpart to this Agreement. Prior to its admission to the
Company as Special Member, each person acting as an Independent Director
pursuant to Section 10 shall not be a member of the Company.

Section 6.        Certificates.

          Howard L. Siegel, is hereby designated as an "authorized person"
within the meaning of the Act, and has executed, delivered and filed the
Certificate of Formation of the Company with the Secretary of State of the
State of Delaware. Upon the filing of the Certificate of Formation with the
Secretary of State of the State of Delaware, his powers as an "authorized
person" ceased, and Carol Russ, as the initial member under the Initial LLC
Agreement thereupon became the designated "authorized person" and after Carol
Russ's assignment of her membership interest in the Company to the Member
pursuant to the Assignment Agreement, the Member became and shall continue as
the designated "authorized person" within the meaning of the Act. The Member
or an Officer shall execute, deliver and file any other certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify
to do business in Nevada, New York and in any other jurisdiction in which the
Company may wish to conduct business.

         The existence of the Company as a separate legal entity shall
continue until cancelation of the Certificate of Formation as provided in the
Act.

          Section 7. Purposes. The purpose to be conducted or promoted by the
Company is to engage in the following activities:

          (a)

               (i)  to acquire, own, hold, administer, service, or enter into
                    agreements for the servicing of, finance, manage, sell,
                    assign, pledge, collect amounts due on and otherwise deal
                    with the Intangible Transition Property and other


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                    assets to be acquired pursuant to the Basic Documents and
                    any proceeds or rights associated therewith;

               (ii) to issue, sell, authorize and deliver the Transition Bonds
                    and to enter into any agreement or document providing for
                    the authorization, issuance, sale and delivery of the
                    Transition Bonds;

               (iii) to sell, exchange, pledge, encumber or otherwise dispose
                    of all or any part of the Intangible Transition Property
                    and its other assets and property and, in connection
                    therewith, to accept, collect, hold, sell, exchange or
                    otherwise dispose of evidences of indebtedness or other
                    property received pursuant thereto, including the
                    encumbrance of all of the Intangible Transition Property
                    and its other assets and property as collateral security
                    for the Transition Bonds;

               (iv) to execute, deliver and perform the Basic Documents;

               (v)  to invest proceeds from the Intangible Transition Property
                    and its other assets and any capital and income of the
                    Company in accordance with the Basic Documents or as
                    otherwise determined by the Board and not inconsistent
                    with this Section 7 or the Basic Documents;

               (vi) to acquire, own, hold, sell, transfer, service, convey,
                    safekeep, dispose of, pledge, assign, borrow money
                    against, finance, refinance or otherwise deal with,
                    publicly or privately and whether with unrelated third
                    parties or with affiliated entities; and

               (vii) to engage in any lawful act or activity and to exercise
                    any powers permitted to limited liability companies
                    organized under the laws of the State of Delaware that are
                    related or incidental to and necessary, convenient or
                    advisable for the accomplishment of the above-mentioned
                    purposes (including the entering into of interest rate or
                    basis swap, cap, floor or collar agreements, currency
                    exchange agreements or similar hedging transactions and
                    referral, management, servicing and administration
                    agreements).

          (b) The Company hereby authorizes and approves the issuance and
sale, from time to time, of the Transition Bonds and the registration of such
Transition Bonds under the Securities Act of 1933, as amended, and the filing
by Officers of the Company of any Registration Statement or other document as
the Officers may in their discretion deem necessary or advisable to accomplish
such registration. The Company, by or through the Member, or any Director or
Officer on behalf of the Company, may negotiate the terms of, enter into and
perform the Basic Documents (including negotiating and approving the price at
which the Transition Bonds are sold) and all documents, agreements,
certificates, or financing statements contemplated thereby or related thereto,
all without any further act, vote or approval of any other Person
notwithstanding any other provision of this Agreement, the Act or applicable
law, rule or regulation. The foregoing authorizations shall not be deemed a
restriction on the powers of the Member or any Director or Officer to enter
into other agreements on behalf of the Company.

          (c) The Company hereby ratifies and approves all actions taken by
Carol G. Russ, in her prior capacities as sole member, principal and chief
executive officer, chief financial officer and chief accounting officer of the
Company, on behalf of the Company in connection with the


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execution, delivery and filing with the Securities and Exchange Commission of
the Registration Statement on Form S-3 and Amendment No. 1 and Amendment No. 2
thereto.

          (d) The Company hereby agrees that: (1) any Officer of the Company
acting in the State of Nevada be, and they hereby are, authorized for and on
behalf of the Company to designate that a bank account be established at PNC
Bank to act as depository for the funds of the Company for and during such
period as they may from time to time deem necessary or desirable in the
interests of the Company and to open or close out from time to time such
account so selected or reselected; (2) any Officer of the Company be, and they
hereby are, authorized and directed, in the name and on behalf of the Company,
to take any and all action that they may deem necessary or advisable in order
to establish such bank account from time to time for the efficient conduct of
the Company's business; (3) such bank account be used to initiate funds
transfers and that any Officer of the Company be, and they hereby are,
authorized to sign on such bank account any wire transfer documents necessary,
including those that will designate those Officers of the Company who may be
authorized to initiate wire transfers by phone from such bank account to West
Penn Power Company's bank account at PNC Bank and from such bank account to
West Penn Funding Corporation's bank account at PNC Bank, provided that the
Officer initiates said wire transfers in the State of Nevada; (4) any Officer
of the Company be, and they hereby are, authorized for and on behalf of the
Company to designate that a bank account be established at Nevada State Bank
to act as depository for the funds of the Company for and during such period
as they may from time to time deem necessary or desirable in the interests of
the Company and to open or close out from time to time such account so
selected or reselected; (5) any Officer of the Company be, and they hereby
are, authorized and directed, in the name and on behalf of the Company, to
take any and all action that they may deem necessary or advisable in order to
establish such account from time to time for the efficient conduct of the
Company's business; and (6) any Officer of the Company be, and they hereby
are, authorized to designate those Officers of the Company who may be
authorized from time to time to sign checks on such bank account.

Section 8.        Powers.

          Subject to Section 9(j), the Company, and the Board of Directors and
the Officers of the Company on behalf of the Company, (i) shall have and
exercise all powers necessary, convenient or incidental to accomplish its
purposes as set forth in Section 7 and (ii) shall have and exercise all of the
powers and rights conferred upon limited liability companies formed pursuant
to the Act.

Section 9.        Management.

          (a) Board of Directors. Subject to Section 9(j), the business and
affairs of the Company shall be managed by or under the direction of a Board
of one or more Directors designated by the Member. Subject to Section 10, the
Member may determine at any time in its sole and absolute discretion the
number of Directors to constitute the Board. The authorized number of
Directors may be increased or decreased by the Member at any time in its sole
and absolute discretion, upon notice to all Directors, and subject in all
cases to Section 10. The initial number of Directors shall be five, two of
which shall be Independent Directors pursuant to Section 10. Each Director
elected, designated or appointed by the Member shall hold office until a
successor is elected and qualified or until such Director's earlier death,
resignation, expulsion or removal. Each Director shall execute and deliver the
Management Agreement. Directors need not be a Member. The initial Directors
designated by the Member are listed on Schedule D hereto.


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          (b) Powers. Subject to Section 9(j), the Board of Directors shall
have the power to do any and all acts necessary, convenient or incidental to
or for the furtherance of the purposes described herein, including all powers,
statutory or otherwise. Subject to Section 7, the Board of Directors has the
authority to bind the Company.

          (c) Meeting of the Board of Directors. The Board of Directors of the
Company may hold meetings, both regular and special, within or outside the
State of Delaware. Regular meetings of the Board may be held without notice at
such time and at such place as shall from time to time be determined by the
Board. Special meetings of the Board may be called by the President on not
less than one day's notice to each Director by telephone, facsimile, mail,
telegram or any other means of communication, and special meetings shall be
called by the President or Secretary in like manner and with like notice upon
the written request of any one or more of the Directors.

          (d) Quorum: Acts of the Board. At all meetings of the Board, a
majority of the Directors shall constitute a quorum for the transaction of
business and, except as otherwise provided in any other provision of this
Agreement, the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not
be present at any meeting of the Board, the Directors present at such meeting
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. Any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or
committee, as the case may be.

          (e) Electronic Communications. Members of the Board, or any
committee designated by the Board, may participate in meetings of the Board,
or any committee, by means of telephone conference or similar communications
equipment that allows all Persons participating in the meeting to hear each
other, and such participation in a meeting shall constitute presence in Person
at the meeting. If all the participants are participating by telephone
conference or similar communications equipment, the meeting shall be deemed to
be held at the principal place of business of the Company.

         (f)   Committees of Directors.

               (i)  The Board may, by resolution passed by a majority of the
                    whole Board, designate one or more committees, each
                    committee to consist of one or more of the Directors of
                    the Company. The Board may designate one or more Directors
                    as alternate members of any committee, who may replace any
                    absent or disqualified member at any meeting of the
                    committee.

               (ii) In the absence or disqualification of a member of a
                    committee, the member or members thereof present at any
                    meeting and not disqualified from voting, whether or not
                    such members constitute a quorum, may unanimously appoint
                    another member of the Board to act at the meeting in the
                    place of any such absent or disqualified member.

               (iii) Any such committee, to the extent provided in the
                    resolution of the Board, shall have and may exercise all
                    the powers and authority of the Board in the management of
                    the business and affairs of the Company. Such committee or
                    committees shall have such name or names as may be
                    determined from time to time by resolution adopted by the
                    Board. Each


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<PAGE>

                    committee shall keep regular minutes of its meetings and
                    report the same to the Board when required.

          (g) Compensation of Directors; Expenses. The Board shall have the
authority to fix the compensation of Directors. The Directors may be paid
their expenses, if any, of attendance at meetings of the Board, which may be a
fixed sum for attendance at each meeting of the Board or a stated salary as
Director. No such payment shall preclude any Director from serving the Company
in any other capacity and receiving compensation therefor. Members of special
or standing committees may be allowed like compensation for attending
committee meetings.

          (h) Removal of Directors. Unless otherwise restricted by law, any
Director or the entire Board of Directors may be removed or expelled, with or
without cause, at any time by the Member, and, subject to Section 10, any
vacancy caused by any such removal or expulsion may be filled by action of the
Member.

          (i) Directors as Agents. To the extent of their powers set forth in
this Agreement and subject to Section 9(j), the Directors are agents of the
Company for the purpose of the Company's business, and the actions of the
Directors taken in accordance with such powers set forth in this Agreement
shall bind the Company. Notwithstanding the last sentence of Section 18-402 of
the Act, except as provided in this Agreement or in a resolution of the
Directors, a Director may not bind the Company.

          (j) Limitations on the Company's Activities.

              (i)   This Section 9(j) is being adopted in order to comply with
                    certain provisions required in order to qualify the
                    Company as a "special purpose" entity.

              (ii)  The Member shall not, so long as any Obligation is
                    outstanding, amend, alter, change or repeal the definition
                    of "Independent Director" or Sections 7, 8, 9, 10, 16, 20,
                    21, 22, 23, 24, 25, 26 or 31 or Schedule A of this
                    Agreement without the unanimous written consent of the
                    Board (including all Independent Directors). Subject to
                    this Section 9(j), the Member reserves the right to amend,
                    alter, change or repeal any provisions contained in this
                    Agreement in accordance with Section 31.

              (iii) Notwithstanding any other provision of this Agreement and
                    any provision of law that otherwise so empowers the
                    Company, the Member, the Board, any Officer or any other
                    Person, neither the Member nor the Board nor any Officer
                    nor any other Person shall be authorized or empowered, nor
                    shall they permit the Company, without the prior unanimous
                    written consent of the Member and the Board (including all
                    Independent Directors), to take any Material Action.

              (iv)  The Board and the Member shall cause the Company to do or
                    cause to be done all things necessary to preserve and keep
                    in full force and effect its existence, rights (charter
                    and statutory) and franchises; provided, however, that the
                    Company shall not be required to preserve any such right
                    or franchise if: (1) the Board shall determine that the
                    preservation thereof is no longer desirable for the
                    conduct of its business and that the loss thereof is not
                    disadvantageous in any material respect to the Company and
                    (2) the Rating Agency Condition is satisfied by all Rating
                    Agencies other than


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                    Moody's (and prior written notice shall be provided to
                    Moody's). The Board also shall cause the Company to:

               (A)  maintain its own separate books and records and bank
                    accounts;

               (B)  at all times hold itself out to the public and all other
                    Persons as a legal entity separate from the Member and any
                    other Person;

               (C)  have a Board of Directors separate from that of the Member
                    and any other Person;

               (D)  file its own tax returns, if any, as may be required under
                    applicable law, to the extent (1) not part of a
                    consolidated or combined group filing a consolidated or
                    combined return or returns or (2) not treated as a
                    division for tax purposes of another taxpayer, and pay any
                    taxes so required to be paid under applicable law;

               (E)  except as contemplated by the Basic Documents, not
                    commingle its assets with assets of any other Person;

               (F)  conduct its business in its own name and strictly comply
                    with all organizational formalities to maintain its
                    separate existence;

               (G)  maintain separate financial statements;

               (H)  pay its own liabilities only out of its own funds;

               (I)  maintain an arm's length relationship with its Affiliates
                    and the Member;

               (J)  pay the salaries of its own employees, if any;

               (K)  not hold out its credit or assets as being available to
                    satisfy the obligations of others;

               (L)  allocate fairly and reasonably any overhead for shared
                    office space;

               (M)  use separate stationery, invoices and checks;

               (N)  except as contemplated by the Basic Documents, not pledge
                    its assets for the benefit of any other Person;

               (O)  correct any known misunderstanding regarding its separate
                    identity;

               (P)  maintain adequate capital in light of its contemplated
                    business purpose, transactions and liabilities;

               (Q)  cause its Board of Directors to meet at least annually or
                    act pursuant to written consent and keep minutes of such
                    meetings and actions and observe all other Delaware
                    limited liability company formalities;


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               (R)  not acquire any securities of the Member; and

               (S)  cause the Directors, Officers, agents and other
                    representatives of the Company to act at all times with
                    respect to the Company consistently and in furtherance of
                    the foregoing and in the best interests of the Company.

                         Failure of the Company, or the Member or Board on
                    behalf of the Company, to comply with any of the foregoing
                    covenants or any other covenants contained in this
                    Agreement shall not affect the status of the Company as a
                    separate legal entity or the limited liability of the
                    Member or the Directors.

          (v)  So long as any Obligation is outstanding, the Board shall not
               cause or permit the Company to:

               (A)  except as contemplated by the Basic Documents, guarantee
                    any obligation of any Person, including any Affiliate;

               (B)  engage, directly or indirectly, in any business other than
                    the actions required or permitted to be performed under
                    Section 7, the Basic Documents or this Section 9(j);

               (C)  incur, create or assume any indebtedness other than as
                    expressly permitted under the Basic Documents;

               (D)  make or permit to remain outstanding any loan or advance
                    to, or own or acquire any stock or securities of, any
                    Person, except that the Company may invest in those
                    investments permitted under the Basic Documents and may
                    make any advance required or expressly permitted to be
                    made pursuant to any provisions of the Basic Documents and
                    permit the same to remain outstanding in accordance with
                    such provisions;

               (E)  to the fullest extent permitted by law, engage in any
                    dissolution, liquidation, consolidation, merger, asset
                    sale or transfer of ownership interests other than such
                    activities as are expressly permitted pursuant to any
                    provision of the Basic Documents; or

               (F)  form, acquire or hold any subsidiary (whether corporate,
                    partnership, limited liability company or other).

Section 10.       Independent Director.

          As long as any Obligation is outstanding, the Member shall cause the
Company at all times to have at least two Independent Directors who will be
appointed by the Member. To the fullest extent permitted by law, including
Section 18-1101(c) of the Act, the Independent Directors shall consider only
the interests of the Company, including its respective creditors, in acting or
otherwise voting on the matters referred to in Section 9(j)(iii). No
resignation or removal of an Independent Director, and no appointment of a
successor Independent Director, shall be effective until such successor (i)
shall have accepted his or her appointment as an Independent Director by a
written instrument, which may be a counterpart signature page to the
Management Agreement, and (ii) shall have executed a counterpart to this
Agreement as


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required by Section 5(c). In the event of a vacancy in the position of
Independent Director, the Member shall, as soon as practicable, appoint a
successor Independent Director. All right, power and authority of the
Independent Directors shall be limited to the extent necessary to exercise
those rights and perform those duties specifically set forth in this
Agreement. Except as provided in the second sentence of this Section 10, in
exercising their rights and performing their duties under this Agreement, any
Independent Director shall have a fiduciary duty of loyalty and care similar
to that of a director of a business corporation organized under the General
Corporation Law of the State of Delaware. No Independent Director shall at any
time serve as trustee in bankruptcy for any Affiliate of the Company.

Section 11.   Officers.

          (a) Officers. The initial Officers of the Company shall be
designated by the Member. The additional or successor Officers of the Company
shall be chosen by the Board and shall consist of at least a President, a
Secretary and a Treasurer. The Board of Directors may also choose one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person. The Board shall choose a President, a
Secretary and a Treasurer. The Board may appoint such other Officers and
agents as it shall deem necessary or advisable who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board. The salaries of all Officers and
agents of the Company shall be fixed by or in the manner prescribed by the
Board. The Officers of the Company shall hold office until their successors
are chosen and qualified. Any Officer may be removed at any time, with or
without cause, by the affirmative vote of a majority of the Board. Any vacancy
occurring in any office of the Company shall be filled by the Board. Upon the
effectiveness of this Agreement, the Officers of the Company designated by the
Member are listed on Schedule E hereto and any persons formerly appointed as
Officers of the Company shall automatically cease to be Officers of the
Company.

          (b) President. The President shall be the chief executive officer of
the Company, shall preside at all meetings of the Board, shall be responsible
for the general and active management of the business of the Company and shall
see that all orders and resolutions of the Board are carried into effect. The
President or any other Officer authorized by the President or the Board shall
execute all bonds, mortgages and other contracts, except: (i) where required
or permitted by law or this Agreement to be otherwise signed and executed,
including Section 7(b); (ii) where signing and execution thereof shall be
expressly delegated by the Board to some other Officer or agent of the
Company, and (iii) as otherwise permitted in Section 11(c).

          (c) Vice President. In the absence of the President or in the event
of the President's inability to act, the Vice President, if any (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election), shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice Presidents, if any, shall perform such other
duties and have such other powers as the Board may from time to time
prescribe.

          (d) Secretary and Assistant Secretary. The Secretary shall be
responsible for filing legal documents and maintaining records for the
Company. The Secretary shall attend all meetings of the Board and record all
the proceedings of the meetings of the Company and of the Board in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. The Secretary shall give, or shall cause to be
given, notice of all meetings of the Member, if any, and special meetings of
the Board, and shall perform such other duties as may be prescribed by the
Board or the President, under whose supervision the


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Secretary shall serve. The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board (or if there be
no such determination, then in order of their election), shall, in the absence
of the Secretary or in the event of the Secretary's inability to act, perform
the duties and exercise the powers of the Secretary and shall perform such
other duties and have such other powers as the Board may from time to time
prescribe.

          (e) Treasurer and Assistant Treasurer. The Treasurer shall have the
custody of the Company funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositories as may be designated by the Board.
The Treasurer shall disburse the funds of the Company as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and to the Board, at its regular meetings or when the Board so
requires, an account of all of the Treasurer's transactions and of the
financial condition of the Company. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order determined by the
Board (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability to act, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers
as the Board may from time to time prescribe.

          (f) Officers as Agents. The Officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Board
not inconsistent with this Agreement, are agents of the Company for the
purpose of the Company's business and, subject to Section 9(j), the actions of
the Officers taken in accordance with such powers shall bind the Company.

          (g) Duties of Board and Officers. Except to the extent otherwise
provided herein, each Director and Officer shall have a fiduciary duty of
loyalty and care similar to that of directors and officers of business
corporations organized under the General Corporation Law of the State of
Delaware.

Section 12.       Limited Liability.

          Except as otherwise expressly provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort
or otherwise, shall be the debts, obligations and liabilities solely of the
Company, and neither the Member nor the Special Members nor any Director shall
be obligated personally for any such debt, obligation or liability of the
Company solely by reason of being a Member, Special Member or Director of the
Company.

Section 13.       Capital Contributions.

          The Member has contributed to the Company property of an agreed
value as listed on Schedule B attached hereto. In accordance with Section
5(c), the Special Members shall not be required to make any capital
contributions to the Company.

Section 14.       Additional Contributions.

          The Member is not required to make any additional capital
contribution to the Company. However, the Member may make additional capital
contributions to the Company at any time upon the written consent of such
Member. To the extent that the Member makes an additional capital contribution
to the Company, the Member shall revise Schedule B of this Agreement. The
provisions of this Agreement, including this Section 14, are intended to
benefit the Member and the Special Members and, to the fullest extent
permitted by law, shall not be construed as


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conferring any benefit upon any creditor of the Company (and no such creditor
of the Company shall be a third-party beneficiary of this Agreement) and the
Member and the Special Members shall not have any duty or obligation to any
creditor of the Company to make any contribution to the Company or to issue
any call for capital pursuant to this Agreement.

Section 15.       Allocation of Profits and Losses.

          The Company's profits and losses shall be allocated to the Member.

Section 16.       Distributions.

          Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Board. Notwithstanding any provision to
the contrary contained in this Agreement, the Company shall not be required to
make a distribution to the Member on account of its interest in the Company if
such distribution would violate Section 18-607 of the Act or any other
applicable law or any Basic Document.

Section 17.       Books and Records.

          The Board shall keep or cause to be kept complete and accurate books
of account and records with respect to the Company's business. The books of
the Company shall at all times be maintained by the Board. The Member and its
duly authorized representatives shall have the right to examine the Company
books, records and documents during normal business hours. The Company, and
the Board on behalf of the Company, shall not have the right to keep
confidential from the Member any information that the Board would otherwise be
permitted to keep confidential from the Member pursuant to Section 18-305(c)
of the Act. The Company's books of account shall be kept using the method of
accounting determined by the Member. The Company's independent auditor, if
any, shall be an independent public accounting firm selected by the Member.

Section 18.       Reports.

          (a) Within 60 days after the end of each fiscal quarter, the Board
shall cause to be prepared an unaudited report setting forth as of the end of
such fiscal quarter:

               (i)  unless such quarter is the last fiscal quarter, a balance
                    sheet of the Company; and

               (ii) unless such quarter is the last fiscal quarter, an income
                    statement of the Company for such fiscal quarter.

          (b) The Board shall use diligent efforts to cause to be prepared and
mailed to the Member, within 90 days after the end of each fiscal year, an
audited or unaudited report setting forth as of the end of such fiscal year:

               (i)  a balance sheet of the Company;

               (ii) an income statement of the Company for such fiscal year;
                    and

               (iii) a statement of the Member's capital account.

          (c) The Board shall, after the end of each fiscal year, use
reasonable efforts to cause the Company's independent accountants, if any, to
prepare and transmit to the Member as


                                      32


<PAGE>


promptly as possible any such tax information as may be reasonably necessary
to enable the Member to prepare its federal, state and local income tax
returns relating to such fiscal year.

Section 19.       Other Business.

          The Member, the Special Members and any Affiliate of the Member or
the Special Members may engage in or possess an interest in other business
ventures (unconnected with the Company) of every kind and description,
independently or with others. The Company shall not have any rights in or to
such independent ventures or the income or profits therefrom by virtue of this
Agreement.

Section 20.       Exculpation and Indemnification.

          (a) Neither the Member nor the Special Members nor any Officer,
Director, employee or agent of the Company nor any employee, representative,
agent or Affiliate of the Member or the Special Members (collectively, the
"Covered Persons") shall be liable to the Company or any other Person who has
an interest in or claim against the Company for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such Covered
Person in good faith on behalf of the Company and in a manner reasonably
believed to be within the scope of the authority conferred on such Covered
Person by this Agreement, except that a Covered Person shall be liable for any
such loss, damage or claim incurred by reason of such Covered Person's gross
negligence or willful misconduct.

          (b) To the fullest extent permitted by applicable law, a Covered
Person shall be entitled to indemnification from the Company for any loss,
damage or claim incurred by such Covered Person by reason of any act or
omission performed or omitted by such Covered Person in good faith on behalf
of the Company and in a manner reasonably believed to be within the scope of
the authority conferred on such Covered Person by this Agreement, except that
no Covered Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Covered Person by reason of such Covered
Person's gross negligence or willful misconduct with respect to such acts or
omissions; provided, however, that any indemnity under this Section 20 by the
Company shall be provided out of and to the extent of Company assets only, and
the Member and the Special Members shall not have personal liability on
account thereof; and provided further, that so long as any Obligation is
outstanding, no indemnity payment from funds of the Company (as distinct from
funds from other sources, such as insurance) of any indemnity under this
Section 20 shall be payable from amounts allocable to any other Person
pursuant to the Basic Documents, and, so long as any Obligation is
outstanding, all such indemnity payments under this Section 20 shall be
subordinated to any amounts payable to any other Person under the Basic
Documents.

          (c) To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by a Covered Person defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by
the Company prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf of
the Covered Person to repay such amount if it shall be determined that the
Covered Person is not entitled to be indemnified as authorized in this Section
20; provided, however, that any such advance shall be subordinated to any
amounts payable to any other Person under the Basic Documents.

          (d) A Covered Person shall be fully protected in relying in good
faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any Person as to matters the
Covered Person reasonably believes are within such other Person's professional
or expert competence and who has been selected with


                                      33


<PAGE>


reasonable care by or on behalf of the Company, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, or any other facts pertinent to the existence and amount of
assets from which distributions to the Member might properly be paid.

          (e) To the extent that, at law or in equity, a Covered Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Company or to any other Covered Person, a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person
for its good faith reliance on the provisions of this Agreement or any
approval or authorization granted by the Company or any other Covered Person.
The provisions of this Agreement, to the extent that they restrict the duties
and liabilities of a Covered Person otherwise existing at law or in equity,
are agreed by the Member and the Special Members to replace such other duties
and liabilities of such Covered Person.

          (f) The foregoing provisions of this Section 20 shall survive any
termination of this Agreement.


Section 21.       Assignments.

          Subject to Section 23, the Member may assign in whole or in part its
limited liability company interest in the Company. If the Member transfers all
of its limited liability company interest in the Company pursuant to this
Section 21, the transferee shall be admitted to the Company as a member of the
Company upon its execution of an instrument signifying its agreement to be
bound by the terms and conditions of this Agreement, which instrument may be a
counterpart signature page to this Agreement. Such admission shall be deemed
effective immediately prior to the transfer and, immediately following such
admission, the transferor Member shall cease to be a member of the Company.
Notwithstanding anything in this Agreement to the contrary, any successor to
the Member by merger or consolidation in compliance with the Basic Documents
shall, without further act, be the Member hereunder, and such merger or
consolidation shall not constitute an assignment for purposes of this
Agreement and the Company shall continue without dissolution.

Section 22.       Resignation.

          So long as any Obligation is outstanding, the Member may not resign,
except as permitted under the Basic Documents and if the Rating Agency
Condition is satisfied by all Rating Agencies other than Moody's (and prior
written notice of such action shall be provided to Moody's). If the Member is
permitted to resign pursuant to this Section 22, an additional member of the
Company shall be admitted to the Company, subject to Section 23, upon its
execution of an instrument signifying its agreement to be bound by the terms
and conditions of this Agreement, which instrument may be a counterpart
signature page to this Agreement. Such admission shall be deemed effective
immediately prior to the resignation and, immediately following such
admission, the resigning Member shall cease to be a member of the Company.

Section 23.       Admission of Additional Members.

          One or more additional members of the Company may be admitted to the
Company with the written consent of the Member; provided, however, that,
notwithstanding the foregoing, so long as any Obligation remains outstanding,
no additional Member may be admitted to the Company unless the Rating Agency
Condition is satisfied by all Rating Agencies other than Moody's (and prior
written notice of such action shall be provided to Moody's).


                                      34


<PAGE>


Section 24.       Dissolution.

          (a) Subject to Section 9(j), the Company shall be dissolved, and its
affairs shall be wound up upon the first to occur of the following: (i) the
termination of the legal existence of the last remaining member of the Company
or the occurrence of any other event which terminates the continued membership
of the last remaining member of the Company in the Company unless the business
of the Company is continued in a manner permitted by this Agreement or the Act
or (ii) the entry of a decree of judicial dissolution under Section 18-802 of
the Act. Upon the occurrence of any event that causes the last remaining
member of the Company to cease to be a member of the Company, to the fullest
extent permitted by law, the personal representative of such member is hereby
authorized to, and shall, within 90 days after the occurrence of the event
that terminated the continued membership of such member in the Company, agree
in writing (i) to continue the Company and (ii) to the admission of the
personal representative or its nominee or designee, as the case may be, as a
substitute member of the Company, effective as of the occurrence of the event
that terminated the continued membership of the last remaining member of the
Company in the Company.

          (b) Notwithstanding any other provision of this Agreement, the
Bankruptcy of the Member or a Special Member shall not cause the Member or
Special Member, respectively, to cease to be a member of the Company and upon
the occurrence of such an event, the business of the Company shall continue
without dissolution.

          (c) In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company
shall be applied in the manner, and in the order of priority, set forth in
Section 18-804 of the Act.

          (d) The Company shall terminate when (i) all of the assets of the
Company, after payment of or due provision for all debts, liabilities and
obligations of the Company shall have been distributed to the Member in the
manner provided for in this Agreement and (ii) the Certificate of Formation
shall have been canceled in the manner required by the Act.

Section 25.       Waiver of Partition; Nature of Interest.

          Except as otherwise expressly provided in this Agreement, to the
fullest extent permitted by law, each of the Member and the Special Members
hereby irrevocably waives any right or power that such Person might have to
cause the Company or any of its assets to be partitioned, to cause the
appointment of a receiver for all or any portion of the assets of the Company,
to compel any sale of all or any portion of the assets of the Company pursuant
to any applicable law or to file a complaint or to institute any proceeding at
law or in equity to cause the dissolution, liquidation, winding up or
termination of the Company. The Member shall not have any interest in any
specific assets of the Company, and the Member shall not have the status of a
creditor with respect to any distribution pursuant to Section 16 hereof. The
interest of the Member in the Company is personal property.

Section 26.       Benefits of Agreement; No Third-Party Rights.

          None of the provisions of this Agreement shall be for the benefit of
or enforceable by any creditor of the Company or by any creditor of the Member
or a Special Member. Nothing in this Agreement shall be deemed to create any
right in any Person (other than Covered Persons) not a party hereto, and this
Agreement shall not be construed in any respect to be a contract in whole or
in part for the benefit of any third Person (except as provided in Section
29).


                                      35


<PAGE>


Section 27.       Severability of Provisions.

          Each provision of this Agreement shall be considered severable and
if for any reason any provision or provisions herein are determined to be
invalid, unenforceable or illegal under any existing or future law, such
invalidity, unenforceability or illegality shall not impair the operation of
or affect those portions of this Agreement which are valid, enforceable and
legal.

Section 28.       Entire Agreement.

          This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof.

Section 29.       Binding Agreement.

          Notwithstanding any other provision of this Agreement, the Member
agrees that this Agreement, including, without limitation, Sections 7, 8, 9,
10, 20, 21, 22, 23, 24, 26, 29 and 31, constitutes a legal, valid and binding
agreement of the Member, and is enforceable against the Member by the
Independent Directors, in accordance with its terms. In addition, the
Independent Directors shall be intended beneficiaries of this Agreement.

Section 30.       Governing Law.

          This Agreement shall be governed by and construed under the laws of
the State of Delaware (without regard to conflict of laws principles), all
rights and remedies being governed by said laws.

Section 31.       Amendments.

          Subject to Section 9(j), this Agreement may be modified, altered,
supplemented or amended pursuant to a written agreement executed and delivered
by the Member. Notwithstanding anything to the contrary in this Agreement, so
long as any Obligation is outstanding, this Agreement may not be modified,
altered, supplemented or amended unless the Rating Agency Condition is
satisfied by all Rating Agencies other than Moody's (and prior written notice
of such action shall be provided to Moody's) except: (i) to cure any ambiguity
or (ii) to convert or supplement any provision in a manner consistent with the
intent of this Agreement and the other Basic Documents.

Section 32.       Counterparts.

          This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original of this Agreement and all of which
together shall constitute one and the same instrument.

Section 33.       Notices.

          Any notices required to be delivered hereunder shall be in writing
and personally delivered, mailed or sent by telecopy, electronic mail or other
similar form of rapid transmission, and shall be deemed to have been duly
given upon receipt (a) in the case of the Company, to the Company at its
address in Section 2, (b) in the case of the Member, to the Member at its
address as listed on Schedule B attached hereto and (c) in the case of either
of the foregoing, at such other address as may be designated by written notice
to the other party.


                                      36


<PAGE>


Section 34.       Effectiveness.

          Pursuant to Section 18-201 (d) of the Act, this Agreement shall be
effective as of November 3, 1999.


                                      37


<PAGE>



          IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Amended and Restated Limited Liability Company
Agreement as of the 3rd day of November, 1999.

                                   MEMBER:

                                   WEST PENN FUNDING CORPORATION



                                   By: ________________________________
                                       Name:
                                       Title:



                                   SPECIAL MEMBERS:



                                   ____________________________________
                                   Name:  Mark A. Ferrucci



                                   ____________________________________
                                   Name:  Kim E. Lutthans


                                      38

<PAGE>


                                  SCHEDULE A

                                  Definitions

A.       Definitions

          When used in this Agreement, the following terms not otherwise
defined herein have the following meanings:

          "Act" has the meaning set forth in the preamble to this Agreement.

          "Administrative Services Agreement" means the Service Agreement to
be dated as of November 16, 1999, between the Company and Allegheny Energy
Service Corporation, as administrative agent, as the same may be amended or
supplemented from time to time.

          "Affiliate" means, with respect to any Person, any other Person
directly or indirectly Controlling or Controlled by or under direct or
indirect common Control with such Person.

          "Agreement" means this Amended and Restated Limited Liability
Company Agreement of the Company, together with the schedules attached hereto,
as amended, restated or supplemented or otherwise modified from time to time.

          "Bankruptcy" means, with respect to any Person, if such Person (i)
makes an assignment for the benefit of creditors, (ii) files a voluntary
petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has
entered against it an order for relief, in any bankruptcy or insolvency
proceedings, (iv) files a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation or similar
relief under any statute, law or regulation, (v) files an answer or other
pleading admitting or failing to contest the material allegations of a
petition filed against it in any proceeding of this nature, (vi) seeks,
consents to or acquiesces in the appointment of a trustee, receiver or
liquidator of the Person or of all or any substantial part of its properties,
or (vii) if 120 days after the commencement of any proceeding against the
Person seeking reorganization, arrangement, composition, readjustment,
liquidation or similar relief under any statute, law or regulation, if the
proceeding has not been dismissed, or if within 90 days after the appointment
without such Person's consent or acquiescence of a trustee, receiver or
liquidator of such Person or of all or any substantial part of its properties,
the appointment is not vacated or stayed, or within 90 days after the
expiration of any such stay, the appointment is not vacated. The foregoing
definition of "Bankruptcy" is intended to replace and shall supersede and
replace the definition of"Bankruptcy" set forth in Sections 18-101(1) and
18-304 of the Act.

          "Basic Documents" means this Agreement, the Certificate of
Formation, the Management Agreement, the Sale Agreement, the Bill of Sale, the
Servicing Agreement, the Indenture (including any Series Supplement), the
Administrative Services Agreement, the Transition Bonds, the Underwriting
Agreement and all documents and certificates contemplated thereby or delivered
in connection therewith.

          "Bill of Sale" means the Bill of Sale to be dated as of November 16,
1999, between the Company and the Seller relating to the sale of the
Intangible Transition Property from the Seller to the Company.

          "Board" or "Board of Directors" means the Board of Directors of the
Company.


                                      39

<PAGE>


          "Bond Trustee" means Bankers Trust Company, a New York banking
corporation, as bond trustee under the Indenture, or any successors to the
foregoing.

          "Certificate of Formation" means the Certificate of Formation of the
Company filed with the Secretary of State of the State of Delaware on May 26,
1999, as amended or amended and restated from time to time.

          "Class" means, with respect to any Series, any one of the classes of
Transition Bonds of that Series.

          "Company" means West Penn Funding LLC, a Delaware limited liability
company.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities or general partnership or
managing member interests, by contract or otherwise. "Controlling" and
"Controlled" shall have correlative meanings. Without limiting the generality
of the foregoing, a Person shall be deemed to Control any other Person in
which it owns, directly or indirectly, a majority of the ownership interests.

          "Covered Persons" has the meaning set forth in Section 20(a).

          "Customers" means each person that (i) was a customer of West Penn
located within West Penn's retail electric service territory on January 1,
1997 or that became a customer of electric services within such territory
after January 1, 1997, (ii) is still located within such territory, and (iii)
is in a Rate Schedule that has been assigned stranded cost responsibility.

          "Directors" means the Persons elected to the Board of Directors from
time to time by the Member, including the Independent Directors, in their
capacity as managers of the Company. A Director is hereby designated as a
"manager" of the Company within the meaning of Section 18-101(10) of the Act.

          "Indenture" means the indenture to be dated as of November 16, 1999,
between the Company and the Bond Trustee, as the same may be amended and
supplemented from time to time, including by any Series Supplement.

          "Independent Director" means a natural person who, for the five-year
period prior to his or her appointment as Independent Director has not been,
and during the continuation of his or her service as Independent Director is
not: (i) an employee, director, stockholder, partner or officer of the Company
or any of its Affiliates (other than his or her service as an Independent
Director of the Company); (ii) a customer or supplier of the Company or any of
its Affiliates; or (iii) any member of the immediate family of a person
described in (i) or (ii).

          "Intangible Transition Charges" means the amounts authorized by the
PUC to be imposed on all Customer bills with respect to the Intangible
Transition Property and collected, through a non-bypassable mechanism, by West
Penn or its successor or by any other entity which provides electric service
to Customers, to recover Qualified Transition Expenses pursuant to the
Qualified Rate Order.

          "Intangible Transition Property" means the irrevocable right of West
Penn or its successor or assignee to collect Intangible Transition Charges
from Customers to recover the Qualified Transition Expenses described in the
Qualified Rate Order, including all right, title and interest of West Penn or
its successor or assignee in such order and in all revenues, collections,


                                      40

<PAGE>


claims, payments, money or proceeds of or arising from Intangible Transition
Charges pursuant to such order, and all proceeds of any of the foregoing.

          "Management Agreement" means the agreement of the Directors in the
form attached hereto as Schedule C. The Management Agreement shall be deemed
incorporated into, and a part of, this Agreement.

          "Material Action" means to consolidate or merge the Company with or
into any Person, or sell all or substantially all of the assets of the
Company, or to institute proceedings to have the Company be adjudicated
bankrupt or insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against the Company or file a petition seeking, or
consent to, reorganization or relief with respect to the Company under any
applicable federal or state law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Company or a substantial part of its property,
or make any assignment for the benefit of creditors of the Company, or admit
in writing the Company's inability to pay its debts generally as they become
due, or, to the fullest extent permitted by law, take action in furtherance of
any such action, or dissolve or liquidate the Company.

          "Member" means West Penn Funding Corporation, as the member of the
Company, and includes any Person admitted as an additional member of the
Company or a substitute member of the Company pursuant to the provisions of
this Agreement, each in its capacity as a member of the Company; provided,
however, the term "Member" shall not include the Special Members.

          "Obligations" shall mean the indebtedness, liabilities and
obligations of the Company under or in connection with this Agreement, the
other Basic Documents or any related document in effect as of any date of
determination.

          "Officer" means an officer of the Company described in Section 11.

          "Officer's Certificate" means a certificate signed by any Officer of
the Company who is authorized to act for the Company in matters relating to
the Company.

          "Person" means any individual, corporation, partnership, joint
venture, limited liability company, limited liability partnership,
association, joint stock company, trust, unincorporated organization, or other
organization, whether or not a legal entity, and any governmental authority.

          "PUC" means the Pennsylvania Public Utility Commission or any
successor.

          "Qualified Rate Order" means the order of the PUC issued on November
19, 1998, as supplemented by a supplemental qualified rate order of the PUC
issued on August 12, 1999, adopted in accordance with the Statute, which,
among other things, creates the Intangible Transition Property and authorizes
the imposition and collection of the Intangible Transition Charges by West
Penn or its assignee.

         "Qualified Transition Expenses" has the meaning assigned to that term
in the Qualified Rate Order.

          "Rate Schedule" means each of the rate schedules into which
Customers are divided as of the date hereof, as such rate schedules may be
reconfigured from time to time.


                                      41

<PAGE>


          "Rating Agency" means any rating agency rating the Transition Bonds
of any Class or Series at the time of issuance thereof at the request of the
Company. If no such organization or successor is any longer in existence,
"Rating Agency" shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Company, notice of
which designation shall be given to the Bond Trustee under the Indenture and
the Servicer.

          "Rating Agency Condition" means, with respect to any action, the
notification in writing by each Rating Agency to West Penn, the Seller, the
Servicer, the Bond Trustee and the Company that such action will not result in
a reduction or withdrawal of the then current rating by such Rating Agency of
any outstanding Series or Class of Transition Bonds issued by the Company.

          "Sale Agreement" means the Intangible Transition Property Sale
Agreement to be dated as of November 16, 1999, between the Seller and the
Company, relating to the sale of Intangible Transition Property to the
Company, as the same may be amended or supplemented from time to time.

          "Seller" means West Penn Funding Corporation and its successors in
interest to the extent permitted under the Sale Agreement.

          "Series" means any series of Transition Bonds issued by the Company.

          "Series Supplement" means an indenture supplemental to the Indenture
that authorizes a particular Series of Transition Bonds.

          "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.

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

          "Special Member" means, upon such person's admission to the Company
as a member of the Company pursuant to Section 5(c), a person acting as
Independent Director, in such person's capacity as a member of the Company. A
Special Member shall only have the rights and duties expressly set forth in
this Agreement.

          "Statute" means the Pennsylvania Electricity Generation Customer
Choice and Competition Act, Chapter 28 of Title 66 of the Pennsylvania
Consolidated Statutes, 66 Pa. C.S., ss.2801, et seq.

          "Transition Bonds" means "transition bonds" (as defined in the
Statute) issued by the Company.

          "Underwriting Agreement" means the Underwriting Agreement to be
dated as of November 3, 1999, among West Penn, the Seller, the Company and the
underwriters named therein.

          "West Penn" means West Penn Power Company, a Pennsylvania
corporation.


                                      42

<PAGE>



          B.       Rules of Construction

          Definitions in this Agreement apply equally to both the singular and
plural forms of the defined terms. The words "include" and "including" shall
be deemed to be followed by the phrase "without limitation." The terms
"herein," "hereof" and "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular Section, paragraph or
subdivision. The Section titles appear as a matter of convenience only and
shall not affect the interpretation of this Agreement. All Section, paragraph,
clause, Exhibit or Schedule references not attributed to a particular document
shall be references to such parts of this Agreement.


                                      43

<PAGE>


                                  SCHEDULE B

                                    Member

                                           Agreed Value of       Membership
Name             Mailing Address         Capital Contribution     Interest
----             ---------------         --------------------     --------
West Penn     2325B Renaissance Dr.
Funding       Las Vegas, Nevada  89119        $3,000,000            100%
Corporation


                                      44

<PAGE>


                                  SCHEDULE C

                             Management Agreement

                               November 3, 1999


          Management Agreement --West Penn Funding LLC

          For good and valuable consideration, each of the undersigned
Persons, who have been designated as directors of West Penn Funding LLC, a
Delaware limited liability company (the "Company"), in accordance with the
Amended and Restated Limited Liability Company Agreement of the Company, dated
as of November 3, 1999, as it may be amended or restated from time to time
(the "LLC Agreement"), hereby agree as follows:

          1. Each of the undersigned accepts such Person's rights and
authority as a Director under the LLC Agreement and agrees to perform and
discharge such Person's duties and obligations as a Director under the LLC
Agreement, and further agrees that such rights, authorities, duties and
obligations under the LLC Agreement shall continue until such Person's
successor as a Director is designated or until such Person's resignation or
removal as a Director in accordance with the LLC Agreement. Each of the
undersigned agrees and acknowledges that it has been designated as a "manager"
of the Company within the meaning of the Delaware Limited Liability Company
Act.

          2. So long as any Obligation is outstanding, each of the undersigned
agrees, solely in its capacity as a creditor of the Company on account of any
indemnification or other payment owing to the undersigned by the Company, not
to acquiesce, petition or otherwise invoke or cause the Company to invoke the
process of any court or governmental authority for the purpose of commencing
or sustaining a case against the Company 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
Company or any substantial part of the property of the Company, or ordering
the winding up or liquidation of the affairs of the Company.

          3. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

          Initially capitalized terms used and not otherwise defined herein
have the meanings set forth in the LLC Agreement.

          This Management Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Management
Agreement and all of which together shall constitute one and the same
instrument.


                                      45

<PAGE>


          IN WITNESS WHEREOF, the undersigned have executed this Management
Agreement as of the day and year first above written.


                                      _________________________________
                                      Bruce M. Sedlock


                                      _________________________________
                                      Terence A. Burke


                                      _________________________________
                                      Thomas C. Sheppard, Jr.


                                      _________________________________
                                      Mark A. Ferrucci


                                      _________________________________
                                      Kim E. Lutthans


                                      46

<PAGE>


                                  SCHEDULE D


         DIRECTORS

1.       Bruce M. Sedlock

2.       Terence A. Burke

3.       Thomas C. Sheppard, Jr.

4.       Mark A. Ferrucci

5.       Kim E. Lutthans


                                      47

<PAGE>


                                  SCHEDULE E


OFFICERS                                           TITLE
--------                                           -----

Michael P. Morrell                                 President

Anthony Wilson                                     Vice President

Keith L. Warchol                                   Treasurer

Eileen Beck                                        Secretary

Robert W. Grier                                    Vice President and Assistant
                                                   Treasurer

Kristine W. Eppes                                  Vice President and Assistant
                                                   Secretary

Thomas C. Sheppard, Jr.                            Assistant Secretary


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