Execution Copy




                       MODIFICATION NO. 15

                               TO

                  INTER-COMPANY POWER AGREEMENT

                       DATED JULY 10, 1953

                              AMONG


               OHIO VALLEY ELECTRIC CORPORATION,
               ALLEGHENY ENERGY SUPPLY COMPANY, L.L.C.
                  (successor to West Penn Power Company
                   and The Potomac Edison Company)
               APPALACHIAN POWER COMPANY (formerly
                  APPALACHIAN ELECTRIC POWER COMPANY),
               THE CINCINNATI GAS & ELECTRIC COMPANY,
               COLUMBUS SOUTHERN POWER COMPANY (formerly
                  COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY),
               THE DAYTON POWER AND LIGHT COMPANY,
               FIRSTENERGY GENERATION CORP. (successor to OHIO
                  EDISON COMPANY, PENNSYLVANIA POWER COMPANY and
                  THE TOLEDO EDISON COMPANY)
               INDIANA MICHIGAN POWER COMPANY (formerly
                  INDIANA & MICHIGAN ELECTRIC COMPANY),
               KENTUCKY UTILITIES COMPANY,
               LOUISVILLE GAS AND ELECTRIC COMPANY
               MONONGAHELA POWER COMPANY,
               OHIO POWER COMPANY (formerly THE OHIO
                  POWER COMPANY), and
               SOUTHERN INDIANA GAS AND ELECTRIC COMPANY.



                          _____________

                   Dated as of April 30, 2004



                       MODIFICATION NO. 15

                               TO

                  INTER-COMPANY POWER AGREEMENT


     THIS  AGREEMENT dated as of the 30th day of April, 2004,  by

and  among OHIO VALLEY ELECTRIC CORPORATION (herein called "OVEC"

or   "Corporation"),  ALLEGHENY  ENERGY  SUPPLY  COMPANY,  L.L.C.

(successor  to  WEST  PENN POWER COMPANY and THE  POTOMAC  EDISON

COMPANY),   APPALACHIAN   POWER  COMPANY   ("Appalachian"),   THE

CINCINNATI  GAS  &  ELECTRIC  COMPANY,  COLUMBUS  SOUTHERN  POWER

COMPANY  (formerly  COLUMBUS AND SOUTHERN OHIO ELECTRIC  COMPANY)

("Columbus"),  THE  DAYTON POWER AND LIGHT  COMPANY,  FIRSTENERGY

GENERATION  CORP. (successor to OHIO EDISON COMPANY, PENNSYLVANIA

POWER  COMPANY  and THE TOLEDO EDISON COMPANY), INDIANA  MICHIGAN

POWER  COMPANY  (formerly  INDIANA & MICHIGAN  ELECTRIC  COMPANY)

("Indiana"),  KENTUCKY  UTILITIES  COMPANY,  LOUISVILLE  GAS  AND

ELECTRIC  COMPANY, MONONGAHELA POWER COMPANY, OHIO POWER  COMPANY

("Ohio  Power"),  and SOUTHERN INDIANA GAS AND ELECTRIC  COMPANY,

all  of  the  foregoing, other than OVEC, being herein  sometimes

collectively   referred  to  as  the  Sponsoring  Companies   and

individually as a Sponsoring Company.

                  W I T N E S S E T H  T H A T

          WHEREAS,  the  parties  hereto  have  entered  into   a

contract,  herein  called  the "Inter-Company  Power  Agreement,"

dated July 10, 1953, governing, among other things, the rights of

the  Sponsoring  Companies to receive Surplus Power  and  Surplus

Energy as may be available at the OVEC's generating stations  and

the obligations of the Sponsoring Companies to pay therefor; and

          WHEREAS,   the   Inter-Company  Power   Agreement   has

heretofore been amended by Modification No. 1, dated as  of  June

3,  1966,  Modification  No.  2 dated  as  of  January  7,  1967,

Modification  No. 3, dated as of November 15, 1967,  Modification

No. 4, dated as of November 5, 1975, Modification No. 5, dated as

of  September 1, 1979, Modification No. 6, dated as of August  1,

1981,   Modification  No.  7,  dated  as  of  January  15,  1992,

Modification  No.  8, dated as of January 19, 1994,  Modification

No. 9, dated as of August 17, 1995, Modification No. 10, dated as

of  January  1, 1998, Modification No. 11, dated as of  April  1,

1999,  Modification  No.  12,  dated  as  of  November  1,  1999,

Modification  No. 13, dated as of May 24, 2000, and  Modification

No.  14, dated as of April 1, 2001 (said contract so amended  and

as  modified and amended by this Modification No. 15 being herein

and therein sometimes called the "Agreement"); and

          WHEREAS,  OVEC and the Sponsoring Companies  desire  to

amend  the  Agreement to permit the Sponsoring  Companies,  under

specified  circumstances,  to  assign  their  rights,  title   or

interests  in  or  obligations  under  this  Agreement  to  other

parties; and

          WHEREAS,  OVEC and the Sponsoring Companies  desire  to

enter   into  this  Modification  No.  15  as  more  particularly

hereinafter provided;

          NOW,  THEREFORE,  the parties hereto  agree  with  each

other as follows:

          1.    Delete subsection 1.0126 and substitute  therefor
the following:

           1.0126  "Effective Date" means April 30, 2004, or such
     later  date  as  required by the Federal  Energy  Regulatory
     Commission (or any other regulatory agency or authority with
     jurisdiction) for the effectiveness of Modification No.  15,
     including the expiration of any required waiting periods and
     the  satisfaction  of  any  conditions  under  any  required
     regulatory acceptance or approval.

           2.    Insert the following new subsections 1.0127
through 1.0132:

          1.0127  "Affiliate" means, with respect to a specified
     person, any other person that directly or indirectly through
     one or more intermediaries controls, is controlled by, or is
     under common control with, such specified person; provided
     that "control" for these purposes means the possession,
     directly or indirectly, of the power to direct or cause the
     direction of the management and policies of a person,
     whether through the ownership of voting securities, by
     contract or otherwise.

          1.0128  "Permitted Assignee" means a person that is (a)
     a Sponsoring Company or its Affiliate whose long-term
     unsecured non-credit enhanced indebtedness, as of the date
     of such assignment, has a Standard & Poor's credit rating of
     at least BBB- and a Moody's Investors Service, Inc. credit
     rating of at least Baa3 (provided that, if the proposed
     assignee's long-term unsecured non-credit enhanced
     indebtedness is not currently rated by one of Standard &
     Poor's or Moody, such assignee's long-term unsecured non-
     credit enhanced indebtedness, as of the date of such
     assignment, must have either a Standard & Poor's credit
     rating of at least BBB- or a Moody's Investors Service, Inc.
     credit rating of at least Baa3); or (b) a Sponsoring Company
     or its Affiliate that does not meet the criteria in
     subsection (a) above, if the Sponsoring Company or its
     Affiliate that is assigning its rights, title and interests
     in, and obligations under, this Agreement agrees in writing
     (in form and substance satisfactory to Corporation) to
     remain obligated to satisfy all of the obligations related
     to the assigned rights, title and interests to the extent
     such obligations are not satisfied by the assignee of such
     rights, title and interests; provided that, in no event
     shall a person be deemed a "Permitted Assignee" if counsel
     for the Corporation reasonably determines that the
     assignment of the rights, title or interests in, or
     obligations under, this Agreement to such person could cause
     a termination, default, loss or payment obligation under any
     security issued, or agreement entered into, by the
     Corporation prior to such transfer.

          1.0129  "Election Period" has the meaning set forth in
     Section 12.193(a) hereof.

          1.0130  "Offer Notice" means the notice required to be
     given to the other Sponsoring Companies by a Transferring
     Sponsor offering to sell all or a portion of such
     Transferring Sponsor's rights, title and interests in, and
     obligations under this Agreement.  At a minimum, the Offer
     Notice shall be in writing and shall contain (i) the rights,
     title and interests in, and obligations under this Agreement
     that the Transferring Sponsor proposes to Transfer; and (ii)
     the cash purchase price and any other material terms and
     conditions of such proposed transfer.  An Offer Notice may
     not contain terms or conditions requiring the purchase of
     any non-OVEC interests.

          1.0131  "Third Party" means any person other than a
     Sponsoring Company or its Affiliate.

          1.0132  "Transferring Sponsor" has the meaning set
     forth in Section 12.193(a) hereof.

           3.   Delete Section 12.19 and substitute therefor
the following:


               12.19.  Successors and Assigns.  This Agreement
     may be executed in any number of counterparts, all of which
     shall constitute but one and the same document.

                    12.191.  This Agreement shall inure to the
               benefit of and be binding upon the parties hereto
               and their respective successors and assigns, but a
               party to this Agreement may not assign this
               Agreement or any of its rights, title or interests
               in or obligations (including without limitation
               the assumption of debt obligations) under this
               Agreement, except to a successor to all or
               substantially all the properties and assets of
               such party or as provided in Section 12.192 or
               12.193, without the written consent of all the
               other parties hereto.

                    12.192.  Notwithstanding the provisions of
               Section 12.191, any Sponsoring Company shall be
               permitted to, upon thirty (30) days notice to the
               Corporation and each other Sponsoring Company,
               without any further action by the Corporation or
               the other Sponsoring Companies, assign all or part
               of its rights, title and interests in, and
               obligations under this Agreement to a Permitted
               Assignee, provided that, the assignee and assignor
               of the rights, title and interests in, and
               obligations under, this Agreement have executed an
               assignment agreement in form and substance
               acceptable to the Corporation in its reasonable
               discretion (including, without limitation, the
               agreement by the Sponsoring Company assigning such
               rights, title and interests in, and obligations
               under, this Agreement to reimburse the Corporation
               and the other Sponsoring Companies for any fees or
               expenses required under any security issued, or
               agreement entered into, by the Corporation as a
               result of such assignment, including without
               limitation any consent fee or additional financing
               costs to the Corporation under the Corporation's
               then-existing securities or agreements resulting
               from such assignment).

                    12.193.  Notwithstanding the provisions of
               Section 12.191, any Sponsoring Company shall be
               permitted to, subject to compliance with all of
               the requirements of this Section 12.193, assign
               all or part of its rights, title and interests in,
               and obligations under this Agreement to a Third
               Party without any further action by the
               Corporation or the other Sponsoring Companies.

                         (a)  A Sponsoring Company (the
                    "Transferring Sponsor") that desires to
                    assign all or part of its rights, title and
                    interests in, and obligations under this
                    Agreement to a Third Party shall deliver an
                    Offer Notice to the Corporation and each
                    other Sponsoring Company.  The Offer Notice
                    shall be deemed to be an irrevocable offer of
                    the subject rights, title and interests in,
                    and obligations under this Agreement to each
                    of the other Sponsoring Companies that is not
                    an Affiliate of the Transferring Sponsor,
                    which offer must be held open for no less
                    than thirty (30) days from the date of the
                    Offer Notice (the "Election Period").

                         (b) The Sponsoring Companies (other than
                    the Transferring Sponsor and its Affiliates)
                    shall first have the right, but not the
                    obligation, to purchase all of the rights,
                    title and interests in, and obligations under
                    this Agreement described in the Offer Notice
                    at the price and on the terms specified
                    therein by delivering written notice of such
                    election to the Transferring Sponsor and the
                    Corporation within the Election Period;
                    provided that, irrespective of the terms and
                    conditions of the Offer Notice, a Sponsoring
                    Company may condition its election to
                    purchase the interests described in the Offer
                    Notice on the receipt of approval or consent
                    from such Sponsoring Company's Board of
                    Directors; provided further that, written
                    notice of such conditional election must be
                    delivered to the Transferring Sponsor and the
                    Corporation within the Election Period and
                    such conditional election shall be deemed
                    withdrawn (as if it had never been provided)
                    unless the Sponsoring Company that delivered
                    such conditional election subsequently
                    delivers written notice to the Transferring
                    Sponsor and the Corporation on or before the
                    tenth (10th) day after the expiration of the
                    Election Period that all necessary approval
                    or consent of such Sponsoring Company's Board
                    of Directors have been obtained.  To the
                    extent that more than one Sponsoring Company
                    exercises its right to purchase all of the
                    rights, title and interests in, and
                    obligations under this Agreement described in
                    the Offer Notice in accordance with the
                    previous sentence, such rights, title and
                    interests in, and obligations under this
                    Agreement shall be allotted (successively if
                    necessary) among the Sponsoring Companies
                    exercising such right in proportion to their
                    respective Power Participation Ratios.

                         (c) Each Sponsoring Company exercising
                    its right to purchase any rights, title and
                    interests in, and obligations under this
                    Agreement pursuant to this Section 12.193 may
                    choose to have an Affiliate purchase such
                    rights, title and interests in, and
                    obligations under this Agreement; provided
                    that, notwithstanding anything in this
                    Section 12.193 to the contrary, any
                    assignment to a Sponsoring Company or its
                    Affiliate hereunder must comply with the
                    requirements of Section 12.192.

                         (d) If one or more Sponsoring Companies
                    have elected to purchase all of the rights,
                    title and interests in, and obligations under
                    this Agreement of the Transferring Sponsor
                    pursuant to the Offer Notice, the assignment
                    of such rights, title and interests in, and
                    obligations under this Agreement shall be
                    consummated as soon as practical after the
                    delivery of the election notices, but in any
                    event no later than fifteen (15) days after
                    the filing and receipt, as applicable, of all
                    necessary governmental filings, consents or
                    other approvals and the expiration of all
                    applicable waiting periods.  At the closing
                    of the purchase of such rights, title and
                    interests in, and obligations under this
                    Agreement from the Transferring Sponsor, the
                    Transferring Sponsor shall provide
                    representations and warranties customary for
                    transactions of this type, including those as
                    to its title to such securities and that
                    there are no liens or other encumbrances on
                    such securities (other than pursuant to this
                    Agreement) and shall sign such documents as
                    may reasonably be requested by the
                    Corporation and the other Sponsoring
                    Companies.  The Sponsoring Companies or their
                    Affiliates shall only be required to pay cash
                    for the rights, title and interests in, and
                    obligations under this Agreement being
                    assigned by the Transferring Sponsor.

                         (e) To the extent that the Sponsoring
                    Companies have not elected to purchase all of
                    the rights, title and interests in, and
                    obligations under this Agreement described in
                    the Offer Notice, the Transferring Sponsor
                    may, within one-hundred and eighty (180) days
                    after the later of the expiration of the
                    Election Period or the deemed withdrawal of a
                    conditional election by a Sponsoring Company
                    under Section 12.193(b) hereof (if
                    applicable), enter into a definitive
                    agreement to, assign such rights, title and
                    interests in, and obligations under this
                    Agreement to a Third Party at a price no less
                    than 92.5% of the purchase price specified in
                    the Offer Notice and on other material terms
                    and conditions no more favorable to the such
                    Third Party than those specified in the Offer
                    Notice; provided that such purchases shall be
                    conditioned upon: (i) such Third Party having
                    long-term unsecured non-credit enhanced
                    indebtedness, as of the date of such
                    assignment, with a Standard & Poor's credit
                    rating of at least BBB- and a Moody's
                    Investors Service, Inc. credit rating of at
                    least Baa3 (provided that, if such Third
                    Party's long-term unsecured non-credit
                    enhanced indebtedness is not currently rated
                    by one of Standard & Poor's or Moody, such
                    Third Party's long-term unsecured non-credit
                    enhanced indebtedness, as of the date of such
                    assignment, must have either a Standard &
                    Poor's credit rating of at least BBB- or a
                    Moody's Investors Service, Inc. credit rating
                    of at least Baa3); (ii) the filing or
                    receipt, as applicable, of any necessary
                    governmental filings, consents or other
                    approvals; (iii) the determination by counsel
                    for the Corporation that the assignment of
                    the rights, title or interests in, or
                    obligations under, this Agreement to such
                    Third Party would not cause a termination,
                    default, loss or payment obligation under any
                    security issued, or agreement entered into,
                    by the Corporation prior to such transfer;
                    and (iv) such Third Party executing a
                    counterpart of this Agreement, and both such
                    Third Party and the Sponsoring Company which
                    is assigning its rights, title and interests
                    in, and obligations under, this Agreement
                    executing such other documents as may be
                    reasonably requested by the Corporation
                    (including, without limitation, an assignment
                    agreement in form and substance acceptable to
                    the Corporation in its reasonable discretion
                    and containing the agreement by such
                    Sponsoring Company to reimburse the
                    Corporation and the other Sponsoring
                    Companies for any fees or expenses required
                    under any security issued, or agreement
                    entered into, by the Corporation as a result
                    of such assignment, including without
                    limitation any consent fee or additional
                    financing costs to the Corporation under the
                    Corporation's then-existing securities or
                    agreements resulting from such assignment).
                    In the event that the Sponsoring Company and
                    a Third Party have not entered into a
                    definitive agreement to assign the interests
                    specified in the Offer Notice to such Third
                    Party within the later of one-hundred and
                    eighty (180) days after the expiration of the
                    Election Period or the deemed withdrawal of a
                    conditional election by a Sponsoring Company
                    under Section 12.193(b) hereof (if
                    applicable) for any reason or if either the
                    price to be paid by such Third Party would be
                    less than 92.5% of the purchase price
                    specified in the Offer Notice or the other
                    material terms of such assignment would be
                    more favorable to such Third Party than the
                    terms specified in the Offer Notice, then the
                    restrictions provided for herein shall again
                    be effective, and no assignment of any
                    rights, title and interests in, and
                    obligations under this Agreement may be made
                    thereafter without again offering the same to
                    Sponsoring Companies in accordance with this
                    Section 12.193.

                     12.194  Charges for Surplus  Energy  to
               Assignee.  With  respect  to  any  assignment
               permitted  under  this Section  12.19  hereof
               after the Effective Date, charges for Surplus
               Energy availed of by any such assignee  shall
               be  based on the calculation applicable under
               Section 6.024 hereof subject to the following
               changes: (i) if the average cost per  Btu  of
               all  fuel consumed by the assignor (or in the
               case of any successive assignments, the first
               assignor  after the Effective Date)  in  such
               assignor's  own generating stations  for  the
               next  preceding month (calculated as if  such
               assignor  were  still  a Sponsoring  Company)
               would  be  greater than the average cost  per
               Btu  of  all fuel consumed by the Corporation
               in  its  own  generating stations during  the
               current  billing month, then for purposes  of
               the  calculation in Section 6.024 hereof, the
               Corporation  shall use the average  cost  per
               Btu of all fuel consumed by such assignor  in
               its  own  generating stations  for  the  next
               preceding  month in calculating  the  charges
               for  such  assignee; or (ii) if  the  average
               cost  per  Btu  of all fuel consumed  by  the
               assignor  (or  in the case of any  successive
               assignments,  the  first assignor  after  the
               Effective   Date)  in  such  assignor's   own
               generating  stations for the  next  preceding
               month  (calculated as if such  assignor  were
               still  a  Sponsoring Company) would  be  less
               than or equal to the average cost per Btu  of
               all  fuel consumed by the Corporation in  its
               own  generating stations during  the  current
               billing month, then (A) the charges for  such
               assignee for Surplus Energy shall be equal to
               an amount obtained by multiplying the billing
               kilowatt-hours of Surplus Energy  availed  of
               by  such  assignee during the current billing
               month by the average station heat rate of the
               Project  Generating Stations for the  current
               billing month times the average cost per  Btu
               of  all  fuel consumed by the Corporation  in
               its   own  generating  stations  during   the
               current  billing month, and (B)  the  charges
               for  all Sponsoring Companies (other than any
               assignee(s)  with charges for Surplus  Energy
               subject  to the calculations in this  Section
               12.194(ii)) shall be calculated in accordance
               with   Section  6.024  hereof   as   if   any
               assignee(s)  with charges for Surplus  Energy
               subject  to the calculations in this  Section
               12.194(ii)  had  not availed  itself  of  any
               kilowatt-hours of Surplus Energy  during  the
               current   billing  month  and  without   such
               assignee(s)   participating  in   any   Power
               Participation Ratio share of the  charges  or
               credits  applicable to the  other  Sponsoring
               Companies under Sections 6.024(ii) and  (iii)
               hereof.

                     12.195  Delivery Point for Third  Party
               Assignee. Notwithstanding any other provision
               of  this  Agreement  to  the  contrary,  with
               respect  to  any  assignment permitted  under
               this  Section 12.19 hereof to a Third  Party,
               as  of  the date of such assignment,  Surplus
               Power  and  Surplus Energy  to  be  delivered
               between  Corporation  and  such  Third  Party
               assignee pursuant to this Agreement shall  be
               delivered at the points, as scheduled by such
               assignee,  where the transmission  facilities
               of    Corporation   interconnect   with   the
               transmission  facilities  of  any  Sponsoring
               Company (or its successor or predecessor).

          4.   This Modification No. 15 shall become effective at

12:00 o'clock Midnight on the Effective Date.

          5.  The  Inter-Company Power Agreement, as modified  by

Modifications Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13  and

14  and  as  hereinbefore  provided, is hereby  in  all  respects

confirmed.

          6.  This  Modification No. 15 may be  executed  in  any

number  of copies and by the different parties hereto on separate

counterparts, each of which shall be deemed an original  but  all

of which together shall constitute a single agreement.

          IN  WITNESS  WHEREOF, the parties hereto have  executed

this  Modification  No. 15 as of the day and year  first  written

above.

                         OHIO VALLEY ELECTRIC CORPORATION


                         By: /s/ Michael Morris



                         ALLEGHENY ENERGY SUPPLY COMPANY, L.L.C.


                         By: /s/ David C. Benson


                         APPALACHIAN POWER COMPANY


                         By: /s/ Henry W. Fayne


                         THE CINCINNATI GAS & ELECTRIC COMPANY


                         By: /s/ Michael J. Cyrus


                         COLUMBUS SOUTHERN POWER COMPANY


                         By: /s/ Henry W. Fayne


                         THE DAYTON POWER AND LIGHT COMPANY


                         By: /s/ W. Steven Wolff


                         FIRSTENERGY GENERATION CORP.


                         By: /s/ Donald R. Schneider


                         INDIANA MICHIGAN POWER COMPANY


                         By: /s/ Henry W. Fayne


                         KENTUCKY UTILITIES COMPANY


                         By: /s/ Paul W. Thompson


                         LOUISVILLE GAS AND ELECTRIC COMPANY


                         By: /s/ Paul W. Thompson


                         MONONGAHELA POWER COMPANY


                         By: /s/ David C. Benson


                         OHIO POWER COMPANY


                         By: /s/ Henry W. Fayne


                         SOUTHERN INDIANA GAS AND ELECTRIC
                         COMPANY


                         By: /s/ William S. Doty