EXHIBIT 10.10 EAST CENTRAL AREA RELIABILITY COORDINATION AGREEMENT Dated August 1, 1967 (Superseding East Central Area Reliability Coordination Agreement dated January 14, 1967) and SUPPLEMENTAL AGREEMENTS CONTENTS East Central Area Reliability Coordination Agreement Article Page 1 Purpose of Agreement 1 2 Executive Board 1 3 Coordination Review Committee 2 4 Advisory Panels 3 5 Executive Manager 4 6 Inter-Area Coordination 4 7 Term 5 8 General 5 9 Assignment 5 10 Additional Arrangements 5 11 Regulation 6 Supplemental Agreements of October 20, 1967; April 7, 1970; October 13, 1981; June 1, 1990; November 12, 1992; September 1, 1993 Article Page 1 Consumers and Detroit Edison Become Members 10 1 Liaison Committee 14 (Superseded by Supplemental Agreement for Associate Membership) 1 Hoosier Energy Becomes a Member 19 1 Big Rivers Becomes a Member 23 1 Supplemental Agreement for Associate Membership 27 Exhibit 1 - ECAR Membership Requirements 33 1 Indiana Municipal Power Agency Becomes a Member 36 EAST CENTRAL AREA RELIABILITY COORDINATION AGREEMENT, dated August 1, 1967, among APPALACHIAN POWER COMPANY, THE CINCINNATI GAS & ELECTRIC COMPANY, THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY, THE DAYTON POWER AND LIGHT COMPANY, DUQUESNE LIGHT COMPANY, EAST KENTUCKY RURAL ELECTRIC COOPERATIVE CORPORATION, INDIANA & MICHIGAN ELECTRIC COMPANY, INDIANA-KENTUCKY ELECTRIC CORPORATION ("IKEC"), INDIANAPOLIS POWER & LIGHT COMPANY, KENTUCKY POWER COMPANY, KENTUCKY UTILITIES COMPANY, LOUISVILLE GAS AND ELECTRIC COMPANY, MONONGAHELA POWER COMPANY, NORTHERN INDIANA PUBLIC SERVICE COMPANY, OHIO EDISON COMPANY, OHIO POWER COMPANY, OHIO VALLEY ELECTRIC CORPORATION ("OVEC"), PENNSYLVANIA POWER COMPANY, THE POTOMAC EDISON COMPANY, PUBLIC SERVICE COMPANY OF INDIANA, INC., SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, THE TOLEDO EDISON COMPANY, and WEST PENN POWER COMPANY, WITNESSETH: 0.01 Each of the parties owns an electric utility system engaged in the generation, transmission, and sale of electric power and energy in the East Central Area of the United States. They are hereinafter referred to collectively as the "ECA Companies." 0.02 The systems of the ECA Companies are interconnected directly or indirectly and are operated in synchronism pursuant to a number of separate agreements among two or more of such companies. 0.03 The parties recognize that while many of the benefits of interconnected operation have accrued to each of them under existing agreements, the primary objective of bulk power supply reliability can be effectively achieved only among a manageable number of electric systems within a major area of reasonable geographical boundaries, in this instance the systems within the East Central Area, and through the mechanism of a well-defined organization with agreed-upon procedures for implementing this objective. ARTICLE 1 Purpose of Agreement 1.01 The purpose of this Agreement is further to augment reliability of the parties' bulk power supply through coordination of the parties' planning and operation of their generation and transmission facilities. ARTICLE 2 Executive Board 2.01 Each party by written notice to the others shall designate, and may change at any time, a person to act as its member on a group to be known as the Executive Board. OVEC and IKEC shall be represented by the same person. Other affiliated parties comprising single systems likewise shall be represented in each instance by the same person. Each party's member shall have authority to act for it in the administration of all matters pertaining to this Agreement and to perform such other duties as are hereinafter specified. The initial members of the Executive Board shall be appointed within fifteen days after the execution of this Agreement. Each member of the Executive Board, at any time, designate an alternate to act for him. 2.02 The members of the Executive Board periodically will select one of their number to serve as Chairman, and one as Vice Chairman, each for a term not to exceed three years. 2.03 The members of the Executive Board shall meet quarterly and from time to time as required to carry out their duties. Meetings shall be called by the Chairman on his own initiative or upon request of two or more members of the Board. As far in advance of each meeting as practicable an agenda therefor shall be distributed to each member. 2.04 The Executive Board shall establish, within one year after the execution of this Agreement and thereafter periodically review, principles and procedures with respect to matters affecting the reliability of bulk power supply, including, but not limited to, minimum installed capacity and spinning reserves to be provided by each party by ownership or contract, the distribution of spinning reserves, coordination of generation and transmission maintenance, emergency measures, communications, protection, and the evaluation and simulated testing of systems' performance. The Executive Board shall from time to time establish and periodically review such other principles and procedures as it may deem necessary for the purpose of this Agreement as set forth in Article 1. 2.05 Decisions of the Executive Board in any calendar year shall require the affirmative votes of members, or their alternates, representing parties to this Agreement whose non-coincident peak loads for the previous calendar year aggregated at least 95 percent of the total of such loads of all parties to this Agreement. 2.06 The expenses of each member of the Executive Board and his alternate shall be borne by the party or parties he represents. Any other expenses of the Executive Board shall be shared as agreed upon by the Board. ARTICLE 3 Coordination Review Committee 3.01 Each party by written notice to the Executive Board shall designate, and may change at any time, a person to act as its member on a group to be known as the Coordination Review Committee. OVEC and IKEC shall be represented by the same person. Other affiliated parties comprising single systems likewise shall be represented in each instance by the same person. The initial members of the Coordination Review Committee shall be appointed within thirty days after the execution of this Agreement. Each member of the Coordination Review Committee may, at any time, designate an alternate to act for him. 3.02 The Executive Board periodically will select a member of the Coordination Review Committee to serve as Chairman, and one as Vice Chairman, of such Committee. The term of any Chairman, unless otherwise agreed to by the Executive Board, shall not exceed three years. 3.03 The Coordination Review Committee shall schedule a meeting for each calendar month and its members shall otherwise communicate with one another as required to carry out their duties. Meetings shall be called by the Chairman on his own initiative or upon request of two or more members of the Committee. 3.04 The Coordination Review Committee shall on a continuing basis: (1) make recommendations to, and otherwise advise, the Executive Board with respect to the principles and procedures to be established by it pursuant to Section 2.04; (2) in conjunction with each party, review and evaluate such party's planning for generation and transmission facilities and other matters relevant to the reliability of the ECA Companies' bulk power supply; and (3) perform studies and investigations concerning over- all adequacy of transmission facilities, generation reserves, and operating practices and procedures and make recommendations to the Executive Board with respect thereto. 3.05 To enable the Coordination Review Committee to carry out its duties, the parties shall furnish said Committee such studies and data as it shall reasonably request, including but not limited to, technical studies of system performance under normal and abnormal conditions or under contingencies which would endanger service to major portions of the area served by ECA Companies, and data on current and projected loads, system equipment capabilities, capability margins, spinning reserves, relay settings controlling major facilities, communications facilities, recording facilities and instructions to operating personnel. Except as otherwise authorized by the Executive Board, such studies and data shall be used solely for the purpose of carrying out the terms of this Agreement. 3.06 Committee recommendations pursuant to Sections 3.04(1) and (3) shall be adopted, and other Committee action taken, by a two-thirds vote of the members. Dissenters may submit minority reports. 3.07 The expenses of each member of the Coordination Review Committee and his alternate shall be borne by the party or parties he represents. Any other expenses of the Committee shall be shared as agreed upon by the Executive Board. ARTICLE 4 Advisory Panels 4.01 The Coordination Review Committee shall from time to time appoint Advisory Panels of technical experts to assist the Committee in carrying out its duties. Within forty-five days after the execution of this Agreement, the Committee shall appoint a System Reliability Advisory Panel, a Generation Advisory Panel, a Transmission Advisory Panel, a Protection Advisory Panel, and an Operation Advisory Panel. Appointments to the Advisory Panels shall be subject to the approval of the Executive Board. 4.02 Each Advisory Panel shall consist of not more than seven members. The Coordination Review Committee shall advise the parties in writing of the persons who are to act as members of each Advisory Panel. Each member of an Advisory Panel may, at any time, designate an alternate to act for him in the event of his incapacity. 4.03 The Coordination Review Committee will select a member of each Panel to serve as Chairman of such Panel. The term of any Chairman, unless otherwise agreed to unanimously by the Coordination Review Committee, shall not exceed three years. 4.04 The specific duties of each Panel shall be determined by the Coordination Review Committee, and a written description thereof shall be furnished to each member of such Panel and to the Executive Board. 4.05 The expenses of each member of an Advisory Panel shall be borne by the party by whom he is regularly employed. Any other expenses of a Panel shall be shared as agreed upon by the Executive Board. ARTICLE 5 Executive Manager 5.01 The Executive Board shall within forty-five days after the execution of this Agreement appoint an Executive Manager who under the direction of the Chairman of the Coordination Review Committee shall, on a full-time basis: (1) keep fully informed with respect to matters affecting bulk power reliability in the ECA Companies' area, (2) assist the ECA Companies in following and carrying out the principles and procedures established by the Executive Board pursuant to Section 2.04, (3) assist the Coordination Review Committee and its Advisory Panels by furnishing data and suggestions based on his observations of system performance and in general assist the Committee in carrying out its duties under Section 3.04, (4) collect, consolidate, analyze, and distribute studies and data pertinent to his responsibilities furnished the Coordination Review Committee pursuant to Section 3.05, and (5) perform such other duties as shall be set forth in a job description approved by the Executive Board. 5.02 Quarters shall be provided for the Executive Manager and his staff at a place within the East Central Area to be selected by the Executive Board. 5.03 The salaries and office expenses of the Executive Manager and his staff shall be shared as agreed upon by the Executive Board. ARTICLE 6 Inter-Area Coordination 6.01 The parties recognize that attainment of their objectives requires continued cooperation between them and other companies outside the East Central Area and particularly cooperation between the parties hereto and companies outside the Area with whose systems they are directly interconnected. Accordingly, the ECA Companies will endeavor to bring about periodic reviews with coordinated areas contiguous to the East Central Area of generation and transmission expansion programs and systems performance to the end of further augmenting reliability of bulk power supply for all. In this connection, the parties will attempt to establish liaison arrangements between the Coordination Review Committee and authorized groups in coordinated areas contiguous with the East Central Area. ARTICLE 7 Term 7.01 This Agreement shall continue for five years from its date and thereafter until terminated by unanimous agreement of the parties, but any party to this Agreement may cease to be such by giving the others at least 30 days written notice of its intention. Any such party shall nevertheless continue to be liable for its share of expenses incurred prior to the end of the calendar year in which such notice is given. ARTICLE 8 General 8.01 No party shall be liable for the failure of any other party to perform its obligations hereunder. 8.02 Each party shall retain sole control over its own facilities and the use thereof. 8.03 This Agreement supersedes the East Central Area Reliability Coordination Agreement dated January 14, 1967, among all the parties hereto except East Kentucky Rural Electric Cooperative Corporation. ARTICLE 9 Assignment 9.01 Any party may assign this Agreement to a successor corporation acquiring its property and business substantially as an entirety, provided such successor corporation assumes all obligations of the assignor under this Agreement. Except as aforesaid, no party shall assign this Agreement without the prior written consent of the other parties. ARTICLE 10 Additional Arrangements 10.01 Each ECA Company will study the possibility of additional arrangements between its system and one or more systems of ECA Companies contiguous with its own that will contribute to achieving the objective of the parties to render reliable service and that will also contribute to operating economies to the fullest extent consistent with that objective. Such arrangements pertain, among other things, to such matters as ownership and operation of generation and transmission facilities, mutual assistance, and interchanges of electric capacity and energy for improvement of service and economy. ARTICLE 11 Regulation 11.01 This Agreement is subject to the approval of all regulatory authorities having jurisdiction in the premises. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed. APPALACHIAN POWER COMPANY DONALD C. COOK PRESIDENT THE CINCINNATI GAS & ELECTRIC COMPANY WM. H. ZIMMER PRESIDENT THE CLEVELAND ELECTRIC ILLUMINATING COMPANY K. H. RUDOLPH PRESIDENT COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY J.L. MCNEALEY PRESIDENT THE DAYTON POWER AND LIGHT COMPANY J.M. STUART PRESIDENT DUQUESNE LIGHT COMPANY PHILIP A. FLEGER CHAIRMAN EAST KENTUCKY RURAL ELECTRIC COOPERATIVE CORPORATION ALEX B. VEECH PRESIDENT INDIANA & MICHIGAN ELECTRIC COMPANY DONALD C. COOK PRESIDENT INDIANA-KENTUCKY ELECTRIC CORPORATION PHILIP SPORN PRESIDENT INDIANAPOLIS POWER & LIGHT COMPANY OTTIS T. FITZWATER CHAIRMAN KENTUCKY POWER COMPANY DONALD C. COOK PRESIDENT KENTUCKY UTILITIES COMPANY W.A. DUNCAN PRESIDENT LOUISVILLE GAS AND ELECTRIC COMPANY B. HUDSON MILNER PRESIDENT MONONGAHELA POWER COMPANY C.G. MCVEY PRESIDENT NORTHERN INDIANA PUBLIC SERVICE COMPANY DEAN H. MITCHELL CHAIRMAN OHIO EDISON COMPANY D. BRUCE MANSFIELD PRESIDENT OHIO POWER COMPANY DONALD C. COOK PRESIDENT OHIO VALLEY ELECTRIC CORPORATION PHILIP SPORN PRESIDENT PENNSYLVANIA POWER COMPANY D. BRUCE MANSFIELD PRESIDENT THE POTOMAC EDISON COMPANY C.D. LYON PRESIDENT PUBLIC SERVICE COMPANY OF INDIANA, INC. C.H. BLANCHAR PRESIDENT SOUTHERN INDIANA GAS AND ELECTRIC COMPANY A.B. BROWN PRESIDENT THE TOLEDO EDISON COMPANY JOHN K. DAVIS PRESIDENT WEST PENN POWER COMPANY R.G. MACDONALD PRESIDENT SUPPLEMENTAL AGREEMENT, dated October 20, 1967, among the undersigned electric utility companies, supplementing the East Central Area Reliability Coordination Agreement, dated August 1, 1967, (the "ECAR Agreement") among the parties hereto other than CONSUMERS POWER COMPANY ("Consumers") and THE DETROIT EDISON COMPANY ("Detroit Edison"), WITNESSETH: 0.01 The systems of the parties to the ECAR Agreement and those of Consumers and Detroit Edison will be interconnected directly or indirectly and operated in synchronism pursuant to separate agreements among two or more of such companies upon the completion, scheduled for mid-1969, of facilities now under construction; and the performance of the Consumers and Detroit Edison systems will then have a significant effect on the reliability of the bulk power supply of the parties to the ECAR Agreement. In anticipation of this situation, the parties hereto desire that Consumers and Detroit Edison become parties to the ECAR Agreement as soon as possible. ARTICLE I 1.01 Consumers and Detroit Edison shall each become a party to the ECAR Agreement on November 1, 1967, and the provisions of the ECAR Agreement shall thereafter inure to the benefit of and be binding upon each of said companies. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be duly executed. APPALACHIAN POWER COMPANY DONALD C. COOK PRESIDENT THE CINCINNATI GAS & ELECTRIC COMPANY WM. H. ZIMMER PRESIDENT THE CLEVELAND ELECTRIC ILLUMINATING COMPANY K.H. RUDOLPH PRESIDENT COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY J.L. MCNEALEY PRESIDENT CONSUMERS POWER COMPANY A.H. AYMOND CHAIRMAN THE DAYTON POWER AND LIGHT COMPANY J.M. STUART PRESIDENT THE DETROIT EDISON COMPANY WALKER L. CISLER CHAIRMAN DUQUESNE LIGHT COMPANY PHILIP A. FLEGER CHAIRMAN AND CHIEF EXECUTIVE OFFICER EAST KENTUCKY RURAL ELECTRIC COOPERATIVE CORPORATION ALEX B. VEECH PRESIDENT INDIANA & MICHIGAN ELECTRIC COMPANY DONALD C. COOK PRESIDENT INDIANA-KENTUCKY ELECTRIC CORPORATION DONALD C. COOK PRESIDENT INDIANAPOLIS POWER & LIGHT COMPANY OTTIS T. FITZWATER CHAIRMAN KENTUCKY POWER COMPANY DONALD C. COOK PRESIDENT KENTUCKY UTILITIES COMPANY W.A. DUNCAN PRESIDENT LOUISVILLE GAS AND ELECTRIC COMPANY B. HUDSON MILNER PRESIDENT MONONGAHELA POWER COMPANY F.J. MCALARY VICE PRESIDENT NORTHERN INDIANA PUBLIC SERVICE COMPANY DEAN H. MITCHELL PRESIDENT OHIO EDISON COMPANY D. BRUCE MANSFIELD PRESIDENT OHIO POWER COMPANY DONALD C. COOK PRESIDENT OHIO VALLEY ELECTRIC CORPORATION DONALD C. COOK PRESIDENT PENNSYLVANIA POWER COMPANY D. BRUCE MANSFIELD PRESIDENT THE POTOMAC EDISON COMPANY E.W. WILKINSON VICE PRESIDENT PUBLIC SERVICE COMPANY OF INDIANA, INC. C.H. BLANCHAR PRESIDENT SOUTHERN INDIANA GAS AND ELECTRIC COMPANY A.B. BROWN PRESIDENT THE TOLEDO EDISON COMPANY JOHN K. DAVIS PRESIDENT WEST PENN POWER COMPANY CHARLES B. FINCH VICE PRESIDENT [SUPERSEDED BY SUPPLEMENTAL AGREEMENT FOR ASSOCIATE MEMBERSHIP] [SEE PAGE 27] SUPPLEMENTAL AGREEMENT, dated April 7, 1970, among the undersigned electric utility companies, supplementing the East Central Area Reliability Coordination Agreement, dated August 1, 1967, and Supplemental Agreement dated October 20, 1967, WITNESSETH: 0.01 The Parties hereto desire to establish an ECAR Liaison Committee in the area covered by the ECAR Agreement for utilities which do not make a significant contribution to reliability of bulk power supply. The function of the Liaison Committee shall be to act as a means whereby other electric utilities within the area may inform the ECAR Executive Board of any and all matters of mutual interest and concern relating to the reliability of bulk power supply and be informed of plans, decisions, and activities of ECAR. ARTICLE I Liaison Committee 1.01 The Parties to the ECAR Agreement in each state, namely: Indiana, Kentucky, Maryland, Michigan, Ohio, Pennsylvania, West Virginia, and Virginia, shall by written notice to the ECAR Executive Board designate an official representative, and an alternate, and may change at any time by similar notice its member on a group to be known as the Liaison Committee. The initial eight such members of the Liaison Committee shall be appointed within 30 days after the execution of this Agreement. 1.02 The Liaison Committee shall invite the respective electric municipal systems in each of said eight states to designate as a member of the Liaison Committee an official representative, and an alternate, who shall be administrators or operating heads of the organization(s) to be represented. 1.03 The Liaison Committee shall invite the rural electric cooperative systems in each of said eight states to designate as a member of the Liaison Committee an official representative, and an alternate, who shall be administrators or operating heads of the organization(s) to be represented. 1.04 The Liaison Committee established as above provided shall meet semi-annually at a date subsequent to the April and October meetings of the ECAR Executive Board. 1.05 The Liaison Committee shall invite the Federal Power Commission to send a representative to each such meeting, and shall also invite a representative from each state utility commission within the area covered by the ECAR Agreement. 1.06 The expenses of each member of the Liaison Committee and his alternate shall be borne by the organization he represents. 1.07 The Liaison Committee shall, subject to the approval of the ECAR Executive Board, establish committee organizational structure and operating procedures covering items such as selection of a chairman, term of office, method for defraying the Liaison Committee expenses, more detailed statement of the Committee's responsibilities and activities, and procedures for reporting to the ECAR Executive Board. 1.08 Additional representatives of interest to the Liaison Committee, if any, not exceeding eight, not hereinabove provided for shall be permitted upon receiving a majority vote of the Liaison Committee. IN WITNESS WHEREOF, the Parties hereto have caused this Supplemental Agreement to be duly executed. APPALACHIAN POWER COMPANY DONALD C. COOK PRESIDENT THE CINCINNATI GAS AND ELECTRIC COMPANY B. JOHN YEAGER PRESIDENT THE CLEVELAND ELECTRIC ILLUMINATING COMPANY KARL H. RUDOLPH PRESIDENT COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY J.L. MCNEALEY PRESIDENT CONSUMERS POWER COMPANY A.H. AYMOND CHAIRMAN THE DAYTON POWER AND LIGHT COMPANY K.G. OXLEY PRESIDENT THE DETROIT EDISON COMPANY WALKER L. CISLER CHAIRMAN DUQUESNE LIGHT COMPANY STANLEY G. SCHAFFER PRESIDENT EAST KENTUCKY RURAL ELECTRIC COOPERATIVE CORPORATION ALEX B. VEECH PRESIDENT INDIANA & MICHIGAN ELECTRIC COMPANY DONALD C. COOK PRESIDENT INDIANA-KENTUCKY ELECTRIC CORPORATION DONALD C. COOK PRESIDENT INDIANAPOLIS POWER & LIGHT COMPANY O. T. FITZWATER CHAIRMAN KENTUCKY POWER COMPANY DONALD C. COOK PRESIDENT KENTUCKY UTILITIES COMPANY W.A. DUNCAN PRESIDENT LOUISVILLE GAS AND ELECTRIC COMPANY B. HUDSON MILNER PRESIDENT MONONGAHELA POWER COMPANY D.M. KAMMERT PRESIDENT NORTHERN INDIANA PUBLIC SERVICE COMPANY DEAN H. MITCHELL CHAIRMAN AND CHIEF EXECUTIVE OFFICER OHIO EDISON COMPANY D. BRUCE MANSFIELD PRESIDENT OHIO POWER COMPANY DONALD C. COOK PRESIDENT OHIO VALLEY ELECTRIC CORPORATION DONALD C. COOK PRESIDENT PENNSYLVANIA POWER COMPANY D. BRUCE MANSFIELD PRESIDENT THE POTOMAC EDISON COMPANY D.M. KAMMERT PRESIDENT PUBLIC SERVICE COMPANY OF INDIANA, INC. W.J. MATTHEWS PRESIDENT SOUTHERN INDIANA GAS AND ELECTRIC COMPANY D.W. VAUGHN PRESIDENT THE TOLEDO EDISON COMPANY JOHN K. DAVIS PRESIDENT WEST PENN POWER COMPANY D.M. KAMMERT PRESIDENT SUPPLEMENTAL AGREEMENT, dated October 13, 1981, among the undersigned electric utility companies supplementing the East Central Area Reliability Coordination Agreement, dated August 1, 1967, the ("ECAR Agreement") among the parties hereto other than HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC. ("Hoosier Energy"). WITNESSETH: 0.01 The systems of the parties to the ECAR Agreement and the system of Hoosier Energy are interconnected directly or indirectly and operate in synchronism pursuant to separate agreements among two or more of such companies. The recent completion of high voltage transmission ties to a system of an ECAR member and the placing in service, in October 1981, the first unit of a 900 MW power plant will then have a significant effect on the reliability of the bulk power supply of the parties to the ECAR Agreement. In anticipation of this situation, the parties hereto desire that Hoosier Energy become a party to the ECAR Agreement as soon as possible. ARTICLE I 1.01 Hoosier Energy shall become a party to the ECAR Agreement on January 1, 1982, and the provisions of the ECAR Agreement shall thereafter inure to the benefit of and be binding upon the said company. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be duly executed. APPALACHIAN POWER COMPANY W.S. WHITE CHAIRMAN AND CHIEF EXECUTIVE OFFICER THE CINCINNATI GAS & ELECTRIC COMPANY W.H. DICKHONER PRESIDENT THE CLEVELAND ELECTRIC ILLUMINATING COMPANY ROBERT M. GINN PRESIDENT COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY W.S. WHITE CHAIRMAN AND CHIEF EXECUTIVE OFFICER CONSUMERS POWER COMPANY J.W. REYNOLDS EXECUTIVE VICE PRESIDENT THE DAYTON POWER AND LIGHT COMPANY ALLEN M. HILL TREASURER THE DETROIT EDISON COMPANY C.M. HEIDEL PRESIDENT & CHIEF EXECUTIVE OFFICER DUQUESNE LIGHT COMPANY STANLEY G. SCHAFFER PRESIDENT EAST KENTUCKY POWER COOPERATIVE, INC. DONALD R. NORRIS PRESIDENT & GENERAL MANAGER HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC. VIRGIL E. PETERSON EXECUTIVE VICE PRESIDENT AND GENERAL MANAGER INDIANA & MICHIGAN ELECTRIC COMPANY W.S. WHITE CHAIRMAN AND CHIEF EXECUTIVE OFFICER INDIANA-KENTUCKY ELECTRIC CORPORATION RALPH D. DUNLEVY SENIOR VICE PRESIDENT INDIANAPOLIS POWER & LIGHT COMPANY ZANE G. TODD CHAIRMAN AND CHIEF EXECUTIVE OFFICER KENTUCKY POWER COMPANY W.S. WHITE CHAIRMAN AND CHIEF EXECUTIVE OFFICER KENTUCKY UTILITIES COMPANY W.B. BECHANAN PRESIDENT LOUISVILLE GAS AND ELECTRIC COMPANY R.L. ROYER PRESIDENT MONONGAHELA POWER COMPANY F.J. EPPICH VICE PRESIDENT NORTHERN INDIANA PUBLIC SERVICE COMPANY EDMOND A. SCHROER CHAIRMAN OHIO EDISON COMPANY J.T. ROGERS, JR. PRESIDENT OHIO POWER COMPANY W.S. WHITE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OHIO VALLEY ELECTRIC CORPORATION RALPH D. DUNLEVY SENIOR VICE PRESIDENT PENNSYLVANIA POWER COMPANY J.T. ROGERS, JR. CHAIRMAN THE POTOMAC EDISON COMPANY JOHN ADAMS VICE PRESIDENT PUBLIC SERVICE COMPANY OF INDIANA, INC. DARRELL V. MENSCER PRESIDENT SOUTHERN INDIANA GAS AND ELECTRIC COMPANY NORMAN P. WAGNER PRESIDENT THE TOLEDO EDISON COMPANY JOHN P. WILLIAMSON CHAIRMAN AND CHIEF EXECUTIVE OFFICER WEST PENN POWER COMPANY KLAUS BERGMAN VICE PRESIDENT SUPPLEMENTAL AGREEMENT, dated June 1, 1990, among the undersigned electric utility companies supplementing the East Central Area Reliability Coordination Agreement, dated August 1, 1967, (the "ECAR Agreement") among the parties hereto other than BIG RIVERS ELECTRIC CORPORATION ("Big Rivers"). WITNESSETH: 0.01 The systems of the parties to the ECAR Agreement and the system of Big Rivers are interconnected directly or indirectly and operate in synchronism pursuant to separate agreements among two or more of such companies. The level of generating capacity and transmission lines operated by Big Rivers has a significant effect on the reliability of the bulk power supply of the parties to the ECAR Agreement. In recognition of this, the parties hereto desire that Big Rivers become a party to the ECAR Agreement as soon as possible. ARTICLE I 1.01 Big Rivers shall become a party to the ECAR Agreement on June 1, 1990, and the provisions of the ECAR Agreement shall thereafter inure to the benefit of and be binding upon the said company. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be duly executed. APPALACHIAN POWER COMPANY W.S. WHITE, JR. CHAIRMAN & CHIEF EXECUTIVE OFFICER BIG RIVERS ELECTRIC CORPORATION W.H. THORPE GENERAL MANAGER THE CINCINNATI GAS & ELECTRIC COMPANY J.H. RANDOLPH PRESIDENT & CHIEF EXECUTIVE OFFICER THE CLEVELAND ELECTRIC ILLUMINATING COMPANY E.H. MAUGANS VICE PRESIDENT COLUMBUS & SOUTHERN POWER COMPANY(1) W.S. WHITE, JR. CHAIRMAN AND CHIEF EXECUTIVE OFFICER CONSUMERS POWER COMPANY GORDON L. HEINS SENIOR VICE PRESIDENT THE DAYTON POWER & LIGHT COMPANY ALLEN M. HILL PRESIDENT AND CHIEF OPERATING OFFICER THE DETROIT EDISON COMPANY W.R. HOLLAND SENIOR VICE PRESIDENT DUQUESNE LIGHT COMPANY G.R. BRANDENBERGER VICE PRESIDENT EAST KENTUCKY POWER COOPERATIVE, INC.(2) DONALD R. NORRIS PRESIDENT AND GENERAL MANAGER HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC. VIRGIL E. PETERSON EXECUTIVE VICE PRESIDENT & GENERAL MANAGER INDIANA MICHIGAN POWER COMPANY(3) W.S. WHITE, JR. CHAIRMAN & CHIEF EXECUTIVE OFFICER INDIANA-KENTUCKY ELECTRIC CORPORATION RALPH D. DUNLEVY EXECUTIVE VICE PRESIDENT INDIANAPOLIS POWER & LIGHT COMPANY RAMON L. HUMKE PRESIDENT AND CHIEF OPERATING OFFICER KENTUCKY POWER COMPANY W.S. WHITE, JR. CHAIRMAN & CHIEF EXECUTIVE OFFICER KENTUCKY UTILITIES COMPANY JOHN T. NEWTON CHAIRMAN & CHIEF EXECUTIVE OFFICER LOUISVILLE GAS AND ELECTRIC COMPANY R.W. HALE PRESIDENT & CHIEF EXECUTIVE OFFICER MONONGAHELA POWER COMPANY B.H. HAYES PRESIDENT NORTHERN INDIANA PUBLIC SERVICE COMPANY EDMUND A. SCHROER CHAIRMAN & CHIEF EXECUTIVE OFFICER OHIO EDISON COMPANY JUSTIN T. ROGERS, JR. PRESIDENT OHIO POWER COMPANY W.S. WHITE, JR. CHAIRMAN & CHIEF EXECUTIVE OFFICER OHIO VALLEY ELECTRIC CORPORATION RALPH D. DUNLEVY EXECUTIVE VICE PRESIDENT PENNSYLVANIA POWER COMPANY JUSTIN T. ROGERS, JR. CHAIRMAN THE POTOMAC EDISON COMPANY A.J. NOIA EXECUTIVE VICE PRESIDENT PSI ENERGY, INC.(4) DARRELL V. MENSCER PRESIDENT & CHIEF OPERATING OFFICER SOUTHERN INDIANA GAS AND ELECTRIC COMPANY R.G. REHERMAN PRESIDENT & CHIEF OPERATING OFFICER THE TOLEDO EDISON COMPANY E.H. MAUGANS VICE PRESIDENT WEST PENN POWER COMPANY R.S. LASHLEY PRESIDENT (1) Formerly known as Columbus & Southern Ohio Electric Company (2) Formerly known as East Kentucky Rural Electric Cooperative Corporation (3) Formerly known as Indiana & Michigan Electric Company (4) Formerly known as Public Service Company of Indiana, Inc. SUPPLEMENTAL AGREEMENT FOR ASSOCIATE MEMBERSHIP SUPPLEMENTAL AGREEMENT, dated November 12, 1992 among the undersigned electric utility companies, supplementing the East Central Area Reliability Coordination Agreement, dated August 1, 1967 (the "ECAR Agreement") and superseding Supplemental Agreement dated April 7, 1970 (the "ECAR Liaison Supplemental Agreement"), WITNESSETH: 0.01 The Parties hereto desire to establish an ECAR Associate Membership in the geographic area covered by the ECAR Agreement for the small electric utilities which subscribe to the reliability principles of ECAR. The purpose is further to augment reliability of the bulk power supply in the ECAR Area through greater participation of the small electric utilities in the area. Associate membership participation is intended to be complementary to the full membership utilities which bear responsibility for bulk power reliability through compliance with the reliability principles and responsibilities set forth in the ECAR Documents and Guides. 0.02 This Supplemental Agreement is intended to implement the actions taken by the Executive Board on August 13, 1992 regarding ECAR membership requirements. The record of those actions is attached hereto as Exhibit 1. ARTICLE I Associate Membership 1.01 Associate Membership is open to any electric utility (investor- owned, municipal, cooperative) or joint action agency within the ECAR area which is interconnected directly to one or more ECAR Members and subscribes to the reliability principles of ECAR. 1.02 Each Associate Member may have non-voting representation at meetings of the Executive Board, Coordination Review Committee and Advisory Panel Liaison meetings. Each Associate Member by written notice to the Executive Board shall designate, and may change at any time, its representatives for the meetings of each of these groups -- one representative for each group. 1.03 The expenses of each representative shall be borne by the Associate Member represented. An annual assessment shall be as determined by the Executive Board and be due on January 1 for the coming year. 1.04 To enable the ECAR Coordination Review Committee to carry out its duties, Associate Members shall furnish said Committee such studies and data as it shall reasonably request, including but not limited to the studies and data itemized in the ECAR Agreement under Section 3.05. Except as otherwise authorized by the Executive Board, such studies and data shall be used solely for the purpose of carrying out the terms of the ECAR Agreement. 1.05 Load flow base case data and equivalents are available to Associate Members at cost. All recipients of this data will use it for their own studies and hold it confidential. All ECAR reports and maps are available to Associate Members and included as part of the annual Associate Member assessment established by Section 1.03 of this Supplemental Agreement. ARTICLE 2 Associate Membership Application 2.10 An electric utility or joint action agency will be recognized as an Associate Member upon submitting to the Executive Board a duly executed application, the form of which is to be determined by the Board. This application shall record the subscription of the applicant to the reliability principles of ECAR and its commitment to the duties and responsibilities of an Associate Member of ECAR as included in this Supplemental Agreement. ARTICLE 3 Definitions 3.01 As defined by the Federal Energy Regulatory Commission, an "electric utility" means a corporation, person, agency, authority, or other legal entity or instrumentality that owns and/or operates facilities within the United States for the generation, transmission, distribution, or sale of electric energy primarily for use by the public. 3.02 A joint action agency is defined here as an organization of municipal members or electric cooperative members that operates and acts on an everyday basis on behalf of its members. IN WITNESS WHEREOF, the Parties hereto have caused this Supplemental Agreement to be duly executed. APPALACHIAN POWER COMPANY R.E. DISBROW CHAIRMAN & CHIEF EXECUTIVE OFFICER BIG RIVERS ELECTRIC CORPORATION PAUL A. SCHMITZ GENERAL MANAGER THE CINCINNATI GAS & ELECTRIC COMPANY JACKSON H. RANDOLPH PRESIDENT & CHIEF EXECUTIVE OFFICER THE CLEVELAND ELECTRIC ILLUMINATING COMPANY E.H. MAUGANS VICE PRESIDENT COLUMBUS SOUTHERN POWER COMPANY R.E. DISBROW CHAIRMAN & CHIEF EXECUTIVE OFFICER CONSUMERS POWER COMPANY D.V. VOIGT VICE PRESIDENT THE DAYTON POWER & LIGHT COMPANY ALLEN M. HILL PRESIDENT & CHIEF EXECUTIVE OFFICER THE DETROIT EDISON COMPANY FRANK E. AGOSTI SENIOR VICE PRESIDENT DUQUESNE LIGHT COMPANY G.R. BRANDENBERGER VICE PRESIDENT EAST KENTUCKY POWER COOPERATIVE, INC. DONALD R. NORRIS PRESIDENT & GENERAL MANAGER HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC. VIRGIL E. PETERSON PRESIDENT & CHIEF EXECUTIVE OFFICER INDIANA MICHIGAN POWER COMPANY R.E. DISBROW CHAIRMAN & CHIEF EXECUTIVE OFFICER INDIANA-KENTUCKY ELECTRIC CORPORATION D.L. HART VICE PRESIDENT INDIANAPOLIS POWER & LIGHT COMPANY R.L. HUMKE PRESIDENT & CHIEF OPERATING OFFICER KENTUCKY POWER COMPANY R.E. DISBROW CHAIRMAN & CHIEF EXECUTIVE OFFICER KENTUCKY UTILITIES COMPANY JOHN T. NEWTON CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER LOUISVILLE GAS & ELECTRIC COMPANY W.M. HIGGINS, III PRESIDENT & CHIEF OPERATING OFFICER MONONGAHELA POWER COMPANY KLAUS BERGMAN CHAIRMAN & CHIEF EXECUTIVE OFFICER NORTHERN INDIANA PUBLIC SERVICE COMPANY EDMUND A. SCHROER CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER OHIO EDISON COMPANY W.R. HOLLAND PRESIDENT & CHIEF OPERATING OFFICER OHIO POWER COMPANY R.E. DISBROW CHAIRMAN & CHIEF EXECUTIVE OFFICER OHIO VALLEY ELECTRIC CORPORATION D.L. HART VICE PRESIDENT PENNSYLVANIA POWER COMPANY J.T. ROGERS, JR. CHAIRMAN THE POTOMAC EDISON COMPANY KLAUS BERGMAN CHAIRMAN & CHIEF EXECUTIVE OFFICER PSI ENERGY, INC. LARRY E. THOMAS SENIOR VICE PRESIDENT & OPERATIONS OFFICER SOUTHERN INDIANA GAS & ELECTRIC COMPANY R.G. REHERMAN CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER THE TOLEDO EDISON COMPANY E.H. MAUGANS VICE PRESIDENT WEST PENN POWER COMPANY KLAUS BERGMAN CHAIRMAN & CHIEF EXECUTIVE OFFICER EXHIBIT 1 ECAR MEMBERSHIP REQUIREMENTS ECAR Executive Board Approved August 13, 1992 Revised and Approved May 5, 1994, May 4, 1995 and February 8, 1996 Principles of Membership - - Any level of participation in ECAR must be predicated on a dedication to the reliability principles on which ECAR is based. - - The principles of reliability set forth in ECAR Documents and Guides and the NERC Criteria must not be compromised. - - Participation in ECAR shall be open to all electric utilities and joint action agencies within the ECAR Region, all non-utility suppliers active within the ECAR Region, and all full members of other NERC Reliability Councils that want to participate in ECAR activities provided that reciprocal membership opportunities are available to ECAR Full Members in such other Reliability Councils. - - Participation needs to be on an individual electric utility(1) (investor-owned, municipal, cooperative) or joint action agency(2) basis, or as an individual non-utility supplier(3). Full Membership Full voting membership is open to any electric utility (investor-owned, municipal, cooperative) or joint action agency within the ECAR Region that: 1. Has an effect on reliability; 2. Subscribes to and demonstrates compliance with the reliability principles and responsibilities set forth in the ECAR Documents and Guides and NERC Criteria; 3. Is electrically connected to an ECAR system or systems; and 4. Owns and operates generation and transmission. After allowing for the financial contributions of Associate Members (all categories), the allocation of remaining ECAR expenses shall be borne by the Full Members as follows: 50% in proportion to their kW peak demands and 50% in equal shares. Associate Membership Associate Membership is available by category to accommodate the participation of smaller electric utility systems within the ECAR Region, non-utility suppliers active within the ECAR Region, and full members of other NERC Reliability Councils that want to participate in ECAR activities provided that reciprocal membership opportunities are available to ECAR full members in such other Reliability Councils. The purpose of Associate Membership in ECAR is to augment reliability of the bulk power supply in the ECAR Region through greater participation of the aforementioned entities. Associate Membership participation is intended to be complementary to the Full Membership utilities which bear responsibility for bulk power reliability through compliance with the reliability principles and responsibilities set forth in the ECAR Documents and Guides and NERC Criteria. The following is a summary of the rights, privileges, and responsibilities of an Associate Member by category: Category A 1. Associate Membership Category A is open to any electric utility(1) (investor-owned, municipal, cooperative) or joint action agency(2) within the ECAR Region, if it subscribes to the reliability principles of ECAR. 2. Each such Associate Member may have non-voting representation at the following ECAR meetings: - Executive Board - Coordination Review Committee - Advisory Panel Liaison Each such Associate Member by written notice to the Executive Board shall designate, and may change at any time, its representatives for the meetings of each of these groups -- one representative for each group. Transportation and living expenses shall be borne by the organization represented. 3. Annual dues assessment is 0.15% of the ECAR budget and is due on January 1 for the coming year. 4. Data reporting responsibilities to include, but not be limited to: - Load, capacity resources and transmission data for inclusion in the annual ECAR Coordinated Bulk Power Supply Program Report and for use in the margin analysis of all ECAR-wide assessments (seasonal, long-term, and interim reports). Data collected twice annually. - After-the-fact operating data for the seasonal and monthly peak days, determined by the aggregate demand data for the Full Members. - Future transmission plans. - Input data necessary to develop base cases for studies, if reporting is not already coordinated through another ECAR Member. - Uniform Generator Ratings -- in conformance with ECAR Document No. 4, Criteria and Method for the Uniform Rating of Generating Equipment. - Hourly Load Data (reported annually) in NERC format for use in reports to the federal government and in calculating load duration curves used in the ECAR probability studies. - Appropriate operating data for relay coordination, etc. 5. Report and data availability: - All ECAR and NERC reports, maps and power flow base case data and equivalents are available at no charge. Category B 1. Associate Membership Category B is open to any non-utility supplier(1) that generates or purchases electric energy for sale for resale within the ECAR Region, if it subscribes to the reliability principles of ECAR and meets the following: a. Owns and operates, or has under construction a generation facility, or has entered into a contract with a transmission owning or transmission dependent utility within the geographic area as covered by the ECAR Agreement for transmission services or for sale for resale or purchase of power. b. Is electrically connected to or is selling for resale to or purchasing power from an entity that is electrically connected to an ECAR system or systems or plans to be within a specific timeframe. c. Demonstrates compliance with the reliability principles and responsibilities set forth in ECAR Documents and Guides and NERC Criteria that are applicable for such installations. 2. Each Associate Membership may have non-voting representation at the following ECAR meetings: - Executive Board - Coordination Review Committee - Advisory Panel Liaison Each such Associate Member by written notice to the Executive Board shall designate, and may change at any time, its representatives for the meetings of each of these groups -- one representative for each group. Transportation and living expenses shall be borne by the organization represented. 3. Annual dues assessment -- $1,000 plus $10 per megawatt of generation up to 200 megawatts and $3 per megawatt thereafter -- shall be due on January 1 for the coming year. 4. Data reporting responsibilities are to include, but not be limited to: - Load and capacity resources data for inclusion in the annual ECAR Coordinated Bulk Power Supply Program Report and for use in the margin analysis of all ECAR-wide assessments (seasonal, long-term, and interim reports). Data collected twice annually. - After-the-fact operating data for the seasonal and monthly peak days, determined by the aggregate demand data for the Full Members. - Input data necessary to develop base cases for studies, if reportingt is not already coordinated through another ECAR Member. - Uniform Generator Ratings -- in conformance with ECAR Document No. 4, Criteria and Method for the Uniform Rating of Generating Equipment. 5. Report and data availability: All ECAR and NERC reports, maps and power flow base case data and equivalents are available to such Associate Member at no charge. Category C 1. Associate Membership Category C is open to any electric utility(1) (investor-owned, municipal, cooperative) or joint action agency(2) which is a full member of another NERC Reliability Council, if it subscribes to the reliability principles of ECAR, and provided that reciprocal membership opportunities are available to ECAR full members in such other Reliability Councils. 2. Each such Associate Member may have non-voting representation at the following ECAR meetings: - Executive Board - Coordination Review Committee - Advisory Panel Liaison Each such Associate Member by written notice to the Executive Board shall designate, and may change at any time, its representatives for the meetings of each of these groups -- one representative for each group. Transportation and living expenses shall be borne by the organization represented. 3. Annual dues assessment is 0.15% of the ECAR budget and is due on January 1 for the coming year. 4. Data reporting responsibilities are to include, but not be limited to: - Interconnection transactions with ECAR members for inclusion in the annual ECAR Coordinated Bulk Power Supply Report and for use in the margin analysis of all ECAR-wide assessments (seasonal, long-term, and interim reports). Data collected twice annually. 5. Report and Data Availability: All ECAR and NERC reports, maps, and power flow base case data and equivalents are available to such Associate Member at no charge. (1) As defined by Federal Energy Regulatory Commission, an "electric utility" means a corporation, person, agency, authority, or other legal entity or instrumentality that owns and/or operates facilities within the United States for the generation, transmission, distribution, or sale of electric energy primarily for use by the public. Any Canadian entity that is considered an "electric utility" as defined by Canadian regulatory authority is also eligible for Category C Associate Membership. (2) A joint action agency is defined here as an organization of municipal members or electric cooperative members that operates and acts on an everyday basis on behalf of its members. (3) A non-utility supplier is defined here as any non-utility entity generating electric energy for sale for resale or power marketer with a rate filing accepted at the Federal Energy Regulatory Commission. SUPPLEMENTAL AGREEMENT, dated September 1, 1993 among the undersigned electric utility companies supplementing the East Central Area Reliability Coordination Agreement, dated August 1, 1967, as previously supplemented (the "ECAR Agreement"). WITNESSETH 0.01 The systems of the current parties to the ECAR Agreement and the municipal systems of INDIANA MUNICIPAL POWER AGENCY ("IMPA") are interconnected directly or indirectly and operate in synchronism pursuant to separate agreements among two or more of such current parties. The generating capacity and transmission facilities operated by IMPA have an effect on reliability. In recognition of this, the parties hereto desire that IMPA become a party to the ECAR Agreement as soon as possible. ARTICLE I 1.01 IMPA shall become a party to the ECAR Agreement on September 1, 1993 and the provisions of the ECAR Agreement shall thereafter inure to the benefit of and be binding upon IMPA. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be duly executed. APPALACHIAN POWER COMPANY E.L. DRAPER, JR. CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER BIG RIVERS ELECTRIC CORPORATION PAUL A. SCHMITZ GENERAL MANAGER THE CINCINNATI GAS & ELECTRIC COMPANY JACKSON H. RANDOLPH CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER THE CLEVELAND ELECTRIC ILLUMINATING COMPANY ROBERT J. FARLING CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER COLUMBUS & SOUTHERN POWER COMPANY E.L. DRAPER, JR. CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER CONSUMERS POWER COMPANY D.V. VOIGT VICE PRESIDENT THE DAYTON POWER & LIGHT COMPANY ALLEN M. HILL PRESIDENT & CHIEF EXECUTIVE OFFICER THE DETROIT EDISON COMPANY FRANK E. AGOSTI SENIOR VICE PRESIDENT DUQUESNE LIGHT COMPANY G.R. BRANDENBERGER VICE PRESIDENT EAST KENTUCKY POWER COOPERATIVE, INC. DONALD R. NORRIS PRESIDENT & CHIEF EXECUTIVE OFFICER HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC. VIRGIL E. PETERSON PRESIDENT & CHIEF EXECUTIVE OFFICER INDIANA MICHIGAN POWER COMPANY E.L. DRAPER, JR. CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER INDIANA-KENTUCKY ELECTRIC CORPORATION D.L. HART VICE PRESIDENT INDIANA MUNICIPAL POWER AGENCY RAJ G. RAO GENERAL MANAGER INDIANAPOLIS POWER & LIGHT COMPANY R.L. HUMKE PRESIDENT & CHIEF OPERATING OFFICER KENTUCKY POWER COMPANY E.L. DRAPER, JR. CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER KENTUCKY UTILITIES COMPANY JOHN T. NEWTON CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER LOUISVILLE GAS & ELECTRIC COMPANY W. M. HIGGINS III PRESIDENT & CHIEF OPERATING OFFICER MONONGAHELA POWER COMPANY KLAUS BERGMAN CHAIRMAN & CHIEF EXECUTIVE OFFICER NORTHERN INDIANA PUBLIC SERVICE COMPANY GARY S. NEALE CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER OHIO EDISON COMPANY W.R. HOLLAND PRESIDENT & CHIEF EXECUTIVE OFFICER OHIO POWER COMPANY E.L. DRAPER, JR. CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER OHIO VALLEY ELECTRIC CORPORATION D.L. HART VICE PRESIDENT PENNSYLVANIA POWER COMPANY W.R. HOLLAND CHAIRMAN THE POTOMAC EDISON COMPANY KLAUS BERGMAN CHAIRMAN & CHIEF EXECUTIVE OFFICER PSI ENERGY, INC. LARRY E. THOMAS SENIOR VICE PRESIDENT & OPERATIONS OFFICER SOUTHERN INDIANA GAS & ELECTRIC COMPANY R.G. REHERMAN CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER THE TOLEDO EDISON COMPANY ROBERT J. FARLING CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER WEST PENN POWER COMPANY KLAUS BERGMAN CHAIRMAN & CHIEF EXECUTIVE OFFICER