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SETTLEMENT AGREEMENT EXHIBIT 10.1
THIS SETTLEMENT AGREEMENT is entered into as of January 1, 1999, by and between
Midland Cogeneration Venture Limited Partnership ("MCV") and Consumers Energy
Company ("Consumers"). MCV and Consumers may sometimes hereinafter be referred
to as a "Party" or collectively as the "Parties."
WHEREAS, MCV and Consumers (formerly known as Consumers Power Company) entered
into a Power Purchase Agreement dated as of July 17, 1986, as amended by
Amendment No. 3 dated as of August 28, 1989, and Amendment No. 4A dated as of
May 25, 1989 (Amendment No. 1 being superseded by Amendment No. 3 and Amendment
No. 2 having been rendered void ab initio) (the "PPA"), which is currently in
effect; and
WHEREAS, disputes have arisen between the Parties concerning the meaning and
application of the PPA and the Parties have settled their disputes upon the
terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration the Parties agree:
General
1. Capitalized terms not defined herein shall have the meaning given
to those terms in the PPA.
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Available Capacity and Commercial Energy
2. The Parties agree that for purposes of delivering Commercial
Energy under the PPA during the term of paragraphs 2 through 6 of
this Agreement, MCV may, in its sole discretion, install, add to,
upgrade, modify, substitute for or otherwise change any equipment:
(i) at or to its existing facility (collectively "Modifications");
and/or (ii) at the MCV site (collectively "New Equipment")
provided that for New Equipment, MCV, or someone acting on behalf
of MCV can only construct on the MCV site in accordance with any
other applicable agreements between the Parties and provided
further that the presence of Modifications and/or New Equipment at
the site shall not increase the 1240 MW of Contract Capacity which
Consumers is obligated to purchase under the PPA and its
associated energy. Any energy generated by such Modifications,
and/or New Equipment may be used by MCV, at its sole discretion,
to provide Commercial Energy under the PPA provided that
Consumers' rights under Section 8 of the PPA to dispatch and
schedule deliveries of energy are not adversely affected in any
way.
3. Any capacity available from Modifications made to the existing
fifteen (15) generating units at MCV may be used by MCV towards
determination of Available Capacity under the PPA. Any capacity
available from New Equipment at the MCV site, may not be used by
MCV towards determination of Available Capacity under the PPA and
is not a part of the MC-Facility under the PPA.
4. For purposes of billing pursuant to the PPA, beginning with
calendar year 1999, MCV shall not bill and Consumers shall not be
required to pay capacity charges
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which would produce capacity charge revenue to MCV in excess of
the amount of capacity charge revenue which would otherwise be
produced if the Annual Availability of Contract Capacity was
greater than 98.5% during the calendar year. Nothing in this
Agreement relieves MCV of its obligation to perform under the PPA
by having Contract Capacity available and capable of providing
service in order to receive capacity charge revenue. The monthly
billing protocol to implement this paragraph is set forth in
paragraph 5 of this Agreement.
5. In billing Consumers for capacity charges each month, MCV shall
bill Available Capacity at the rates set forth in the PPA and
shall base its bill on the actual Available Capacity during the
month and the balance in the cumulative bank of Available Capacity
at the end of the prior month. (See the example and table set
forth below.) The monthly bill shall be at a level such that the
cumulative year-to-date billing shall never be greater than would
have resulted from 98.5% Available Capacity during each month.
Available Capacity above that required to bring the year-to-date
billings to 98.5% shall be carried over to the next month or
subsequent months as a "bank." Available Capacity which has been
"banked" cannot be carried over from year to year. The units of
"banked" Available Capacity shall be in MWh. MCV shall determine
the bank and provide Consumers with documentation demonstrating
its determination of the bank, upon request. MCV may also bill,
and Consumers shall pay, any "banked" MWh retroactively, in the
same calendar year (also, MCV may bill for December, in January of
the following year), for a prior month when billed Available
Capacity was less than 98.5%.
EXAMPLE: Assume for 1999, that MCV's Available Capacity in January
is 99.0%
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(913,334 MWh), in February it is 98.5% (820,781 MWh), in March it
is 97.0% (894,883 MWh) and in April it is 99.9% (890,668 MWh). MCV
would bill Consumers for capacity charges each month as follows:
(a) (b) (c) (d)
Actual Available Billed Available Capacity Banked
Capacity Capacity (a) - (b) Cumulative Bank
(MWh) (MWh) (MWh) (MWh)
------------------- ------------------- -------------------- -------------------
January 913,334 908,722 4,612 4,612
February 820,781 820,781 0 4,612
March 894,883 899,495 (4,612) 0
April 890,668 887,414 3,254 3,254
6. Subject to paragraph 27 below, the provisions of paragraphs 2
through 5 shall apply through March 15, 2025, subject to billings
and payments in subsequent months, to implement said provisions.
Resolution of the issues addressed in paragraphs 2 through 5 shall
not prejudice either Party or have any precedential effect
whatsoever when these issues or similar issues are considered
again by the Parties or in any proceeding involving the Parties,
including, without limitation, any arbitration under the PPA.
August Billing Dispute
7. MCV withdraws, without prejudice or precedent, its claim for the
dispute which arose between the Parties concerning the capacity
charge for Available Capacity
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declared and billed by MCV in August 1997, and Consumers shall not
be obligated to pay MCV the $1,040,506.37 withheld by Consumers
from MCV's October 1997 bill. Nor does Consumers owe any
late-payment interest billed by MCV on such amount. Resolution of
this issue shall not prejudice either Party or have any
precedential effect whatsoever when the same or a similar issue is
considered again by the Parties or in any proceeding involving the
Parties, including, without limitation, any arbitration under the
PPA.
Wholesale Allocation
8. A. In its annual Power Supply Cost Recovery ("PSCR") proceedings
before the Michigan Public Service Commission ("MPSC"), Consumers'
recovery of a portion of its fixed energy payments to MCV have
been allocated to Consumers' wholesale customers and thus, not
recovered from Consumers' retail customers ("Wholesale
Allocation"). Consumers has withheld payment from MCV for such
Wholesale Allocation and has requested refunds from MCV for
previous amounts paid.
B. Regardless of how the MPSC may treat this issue in any further
proceedings covering the period January 1, 1999 through December
31, 2001, for the period of January 1993 through December 1998,
Consumers agrees to pay MCV $78,047.69 to resolve this Wholesale
Allocation issue and MCV shall not be obligated to refund any sums
to Consumers. No late-payment interest shall be paid by Consumers
with respect to this amount. This payment of $78,047.69 by
Consumers resolves the claim for a $1,859,914.07 refund which
Consumers had
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previously sought from MCV and finalizes Consumers' right to keep
$1,028,986.15 which was released to Consumers from MCV Escrow
Account III in March 1997. Further, the Parties agree that the
Standstill Agreement, dated March 11, 1996, related to this matter
is terminated and the dispute referred to therein rendered moot by
the resolution reached in this paragraph 8.
C. From January 1, 1999 through December 31, 2001, Consumers will
not be obligated to pay MCV fixed energy charges pursuant to
Subsection 10(b) of the PPA for Commercial Energy from the first
11.5 MW of Available Capacity under the PPA, regardless of how the
MPSC may treat this issue in any further proceedings covering the
period January 1, 1999 through December 31, 2001.
D. Subject to the provisions in paragraph 27 whereby this issue
may be resolved through September 15, 2007, resolution of this
issue beyond December 31, 2001, will be deferred by the Parties
and the resolution set forth in this paragraph 8 shall not
prejudice either Party or have any precedential effect whatsoever
when this issue is considered again by the Parties or in any
proceeding involving the Parties, including, without limitation,
any arbitration under the PPA.
Special Contract Customers
9. With the approval of the MPSC, Consumers has entered into
"special" contracts with certain of its customers charging them
other than standard tariff rates, and may enter into such
contracts or similar contracts in the future ("Special
Contracts"). Consumers has claimed it is entitled to a reduction
in fixed energy payments to
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MCV under the PPA as a result of Special Contracts, beginning in
1996 and thereafter. For the years 1996, 1997 and 1998, MCV shall
reimburse Consumers $690,000 for 1996, $930,000 for 1997 and
$930,000 for 1998. For the years 1999 through 2001, MCV will
reduce its December invoice payable by Consumers during January of
the next year by $930,000 for fixed energy charges to be
attributed to Special Contracts customers. These reduced December
invoices shall not change or otherwise be affected in any manner
whatsoever by any change of circumstances, including, without
limitation, any MPSC action or order, any change or modification
of any nature whatsoever in Consumers' contractual relations with
any of its customers (existing or prospective), any change in law,
or any additional Special Contracts. Subject to the provisions in
paragraph 27 whereby this issue may be resolved through September
15, 2007, resolution of this issue beyond December 31, 2001, will
be deferred by the Parties and the resolution set forth in this
paragraph 9 shall not prejudice either Party or have any
precedential effect whatsoever when this issue is considered again
by the Parties or in any proceeding involving the Parties,
including, without limitation, any arbitration under the PPA.
Bandwidth, Ramping and Availability Caps
10. This paragraph resolves all issues involving fixed and variable
energy charges for the time periods specified, associated with
bandwidth, ramping and energy delivered from capacity above the
availability caps (i.e., fixed energy charges for energy delivered
in excess of the off-peak caps established in the Revised
Settlement Proposal approved by the MPSC and in the 325 MW
Settlement Agreement approved by the MPSC in Docket No. U-10685,
as applicable).
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A. For the period 1994 through 1997, MCV agrees to release from
the Escrow Accounts I and II (Account # 76692730 and 76692731) to
Consumers $1.1 million (plus interest earned on that amount in
that account) for fixed energy charges for energy delivered in
excess of the off-peak caps and to pay Consumers $678,000 for
variable energy charges on said issues, irrespective of any
further MPSC action or order on the issues resolved in this
paragraph.
B. For calendar years 1998 through 2007, annual payments to MCV
will be reduced by $120,000 (at the rate of $10,000 per month)
attributable to said issues, regardless of any MPSC action or
order or any other change whatsoever in any circumstance
concerning the disallowances associated with said issues,
provided, however, for calendar year 1998 only, the full $120,000
reduction will be made on MCV's March invoice payable in April
1999, plus an additional $30,000 reduction attributable to the
$10,000/month allocation for the months of January, February and
March, 1999.
C. As part of the resolution of the issues involved in this
paragraph, Consumers consents to the release from Escrow Account V
(Account # 76692734) to MCV of the total amount of principal and
interest contained therein and the escrow account will be closed.
D. The Parties agree that the remaining amount of principal and
interest in Escrow Accounts I and II (Account # 76692730 and
76692731), after the reduction attributable to paragraph 10A
above, shall be released to Consumers and the escrow accounts will
be closed.
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E. The Parties agree that MCV may continue its appeal which is
pending in Court of Appeals Docket No. 203734. In the event MCV is
successful in its appeal and the MPSC ultimately directs in an
order, which becomes final and subject to no further appeals, that
Consumers is entitled to receive a refund or rate increase
attributable to the issues raised by MCV in the appeal referenced
in this subparagraph 10 E, then Consumers shall only pay to MCV
the amount, as so determined by the MPSC, related to MCV's issues.
11. Resolution of the issues addressed in paragraph 10 beyond 2007,
will be deferred by the Parties and the resolution set forth in
paragraph 10 shall not prejudice either Party or have any
precedential effect whatsoever when these issues are considered
again by the Parties or in any proceeding involving the Parties,
including, without limitation, any arbitration under the PPA.
Fixed Energy Payments Under the PSCR Freeze
12. For the period January 1, 1998 through September 15, 2007,
Consumers shall pay MCV fixed energy charges calculated in
accordance with Exhibit C to the PPA for Commercial Energy from
the first 915 MW of Available Capacity on the basis of
availability, provided, however, that the fixed energy payments
attributable to the Wholesale Allocation in accordance with
subparagraph 8 C, above, shall be deducted for the time period
specified in subparagraph 8 C, subject to paragraph 27.
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13. For the period January 1, 1998 through September 15, 2007, for kWh
delivered from the 325 MW of Contract Capacity above the 915 MW,
Consumers shall pay MCV fixed energy charges, calculated in
accordance with Exhibit C of the PPA.
14. All payments made to MCV since January 1, 1998, under or pursuant
to the PSCR freeze ordered in Case Nos. U-11453 et al on February
11, 1998, are final and non-refundable regardless of any change in
any MPSC order, any new MPSC order or any court ruling affecting
any MPSC order related to said PSCR freeze. Resolution of the
issues addressed in paragraphs 12 through 14 shall not prejudice
either Party or have any precedential effect whatsoever when the
issues are considered again by the Parties or in any proceeding
involving the Parties, including, without limitation, any
arbitration under the PPA.
Interruptible Spot Sales
15. In the event Consumers has not dispatched the MC-Facility to the
full Contract Capacity under the PPA, the Parties agree that MCV
has the right to make interruptible energy sales from Contract
Capacity to any third party. MCV shall notify Consumers, in
advance, of the existence of such sales, including the MW
involved, but not the economic terms thereof and shall keep
Consumers informed on a timely basis of any changes to the MW
involved in such sales. Should Consumers increase the dispatch of
the MC-Facility during the course of such sales, MCV shall be
obligated to begin delivery of the requested power as follows: (i)
if Consumers' notice to MCV to increase dispatch is received
within 30 minutes past the start of an hour, Consumers shall
receive the MW involved (up to the
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amount by which Consumers increases the dispatch) in the
third-party sale at the beginning of the next hour and upon
receipt of the notice, MCV will begin ramping the MC-Facility in
accordance with Operating Practice 2 in effect between the Parties
if necessary to meet the requested dispatch; or (ii) if Consumers'
notice to MCV to increase dispatch is received between 30 minutes
past the hour and 59 minutes past the hour, Consumers shall
receive the MW involved (up to the amount by which Consumers
increases the dispatch) in the third-party sale at the beginning
of the next succeeding hour and upon receipt of the notice, MCV
will begin ramping the MC-Facility in accordance with Operating
Practice 2 in effect between the Parties if necessary to meet the
requested dispatch. Nothing in this paragraph 15 or any
third-party sales by MCV shall be interpreted to relieve Consumers
of its obligations with respect to Minimum Generation and Annual
Minimum Deliveries under the PPA, including, but not limited to,
Section 8 thereof.
16. The Parties shall establish mutually agreeable procedures dealing
with third-party sales. The absence of such procedures shall not,
however, affect MCV's right or ability to make such sales. Until
such procedures are in place, MCV agrees to follow the following
protocol with respect to those sales. MCV shall make a good faith
effort to avoid any generation shortfall. In the event that MCV
expects or experiences a generation shortfall, MCV must work
closely with its third-party sales customers and with Consumers'
transmission system operator to ensure that transmission
scheduling is as close as possible to MCV's actual generating
capacity available to service its third-party sales transactions
and sales to Consumers. Further, by telephone, MCV will promptly
notify Consumers' trading floor (telephone
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(517) 788-2952) and Consumers' transmission system operator
(telephone (734) 665-3425) of any potential or actual generation
shortfall.
MCV Sales of Residual Capacity
17. MCV has the right to make energy sales to third parties of any
Residual Capacity and/or Energy from the MC-Facility consistent
with MCV's obligation to Consumers under Subsection 3(c) of the
PPA. MCV also has the right to make third-party sales from
Modifications and/or New Equipment at MCV's site, provided that
such sales when made from Modifications are also subject to
Consumers' rights under Subsection 3(c) of the PPA and provided
further that no third-party sales from the MC-Facility shall ever
have priority over the availability and generation of Commercial
Energy pursuant to the PPA.
18. As part of the compromises reached in this Agreement, any and all
claims Consumers has or may have with respect to any third-party
sales MCV has made prior to April 1, 1999, have been resolved and
no amounts withheld by Consumers related thereto shall be returned
to MCV. Any claims by Consumers for the period on and after April
1, 1999, shall be limited to the relief it may receive from its
transmission customers pursuant to its Open Access Transmission
Tariff.
19. Intentionally left blank.
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Warranty/Remedies
20. Consumers represents and warrants that it does not need any
regulatory approvals in order to enter into or perform this
Agreement or for this Agreement to become effective in accordance
with its terms. In the event Consumers breaches this
representation and warranty because regulatory approvals are
necessary, then Consumers will have 120 days to cure its breach by
obtaining those regulatory approvals. If Consumers is unable to
obtain said regulatory approvals, then MCV shall have the right,
in its sole discretion, to: (i) declare this Agreement to be void
ab initio and all disputes contained in and settled by this
Agreement shall be reinstated as outstanding disputes and shall
not be deemed barred by the lapse of time, waiver, settlement,
estoppel or otherwise; or (ii) keep the portions of this Agreement
not in dispute in full force and effect and, negotiate a
satisfactory resolution or seek any other remedy available at law
and/or in equity through arbitration under paragraph 30 of this
Agreement for the portions for which no regulatory approval has
been obtained in order that the Parties are placed in the same
position as though those portions were in effect.
Miscellaneous
21. This Agreement shall be governed by and construed in accordance
with the laws of the state of Michigan.
22. If a provision of this Agreement conflicts with the PPA, the
provision of this Agreement shall control.
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23. The Parties stipulate and agree that this Agreement was jointly
prepared by them, with the advice and participation of their
respective legal counsel, and that any claimed ambiguity in this
Agreement shall not be construed adversely against either Party on
the basis that such Party was the drafter or preparer of this
Agreement or any portion thereof.
24. This Agreement may be amended only by a written instrument
executed by the Parties.
25. No waiver by either MCV or Consumers of any default by the other
Party under this Agreement shall operate as a waiver of any future
default, whether of like or different character or nature.
26. Subject to the provision in paragraph 20 whereby MCV declares this
Agreement void ab initio, once this Agreement is signed by both
Parties, it shall become effective to finally and irrevocably
resolve the disputes and issues raised by both Parties under the
PPA which are addressed by the Agreement for the time periods
covered in its various paragraphs. Subject to its revival pursuant
to the operation of paragraph 20 whereby MCV declares this
Agreement void ab initio, Consumers waives the right to assert a
regulatory-out claim pursuant to Subsection 10 (c) of the PPA with
respect to those disputes and issues and time periods
notwithstanding any past or future orders of the Michigan Public
Service Commission or the reviewing courts that may otherwise
create the potential for such claims with respect to the same
dispute or issue for time periods covered in this Agreement.
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27. Assignment and Partial Termination
This Agreement shall inure to the benefit of and be binding upon
the successors in interest of the respective Parties hereto. It
shall not be assigned by either Party without the prior written
consent of the non-assigning Party, which consent shall not be
unreasonably withheld, provided if there is a transfer by
Consumers (whether pursuant to the provisions of Section 22 of the
PPA or by a separate contract for a power sale to a third party)
for an extended period of time (a transfer period) of Consumers'
rights of up to 1240 MW of capacity and associated energy derived
from the PPA, then the paragraphs, or provisions of paragraphs, of
this Agreement, as listed in (i) through (iv) below, shall
terminate effective with the commencement of the transfer period.
If a benefit accrues to Consumers at the end of a calendar year or
other applicable period, then the rights and benefits to which
Consumers is entitled shall be prorated on the basis of time
passed prior to termination and megawatts not transferred.
(i) Paragraphs 4 and 5 shall terminate once the transfer
period has begun, but shall be reinstated on September
15, 2007;
(ii) The prospective benefit to Consumers beginning January
1, 1999, under paragraph 8 C shall terminate for the
duration of the transfer period once the transfer
period has begun, notwithstanding the fact that this
issue was resolved only through December 31, 2001;
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(iii) The prospective benefit to Consumers under paragraph 9
beginning with calendar year 1999, shall terminate for
the duration of the transfer period once the transfer
period has begun, notwithstanding the fact that this
issue was resolved only through December 31, 2001; and
(iv) The prospective benefit to Consumers under paragraph
10 B shall terminate once the transfer period has
begun.
MCV and Consumers agree that if the Power Purchase Agreement
between Consumers and PECO Energy Company, dated as of March 5,
1999 ("PECO PPA"), becomes effective in 1999 in accordance with
Section 1.25 thereof ("Effective Date"), the provisions of (i)
through (iv) above, shall be implemented as follows:
(v) With regard to paragraphs 4 and 5, the Annual
Availability of Contract Capacity billed by MCV to
Consumers will be increased from 98.5% to: (a) 98.62%
beginning on the Effective Date of the PECO PPA
through December 31, 1999; (b) 98.65% from January 1,
2000 through December 31, 2000; and (c) 98.68% from
January 1, 2001 through December 31, 2001. Beginning
January 1, 2002, paragraphs 4 and 5 shall terminate,
but will be reinstated on September 15, 2007.
(vi) With regard to paragraph 8 C, the megawatts for which
Consumers will not be obligated to pay MCV fixed
energy charges pursuant to Subsection 10(b) of the PPA
for Commercial Energy shall be reduced from 11.5 MW
to: (a) 10.6 MW from the Effective Date through
year-end 1999; (b) 10.3 MW for
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calendar year 2000; and (c) 10.1 MW for calendar year
2001. Beginning January 1, 2002, the prospective
benefit to Consumers under paragraph 8 C shall
terminate through September 15, 2007, notwithstanding
the fact that this issue was resolved only through
December 31, 2001;
(vii) With regard to paragraph 9, MCV will reduce its
December invoices as follows: (a) $855,000 in 1999;
(b) $836,250 in 2000; and (c) $817,500 in 2001,
instead of the $930,000 currently provided for in said
paragraph. There will be no reduction in December
invoices under paragraph 9 for the years 2002 through
2007; and
(viii) With regard to paragraph 10 B, the reduction in annual
payments to MCV will be at the rate of $9,192 per
month from the Effective Date through December 31,
1999; for calendar year 2000, the annual reduction
shall be $107,903 ($8,992 per month); and for calendar
year 2001, the annual reduction shall be $105,484
($8,790 per month). There will be no reduction under
paragraph 10 B for the years 2002 through 2007.
Headings
28. The various headings set forth in this Agreement are for
convenience only and shall not affect the construction or
interpretation of this Agreement.
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Exculpation
29. Notwithstanding anything to the contrary contained in this
Agreement, the liabilities and obligations of MCV arising out of,
or in connection with, this Agreement or any other agreements
entered into pursuant hereto, shall not be enforced by any action
or proceeding wherein damages or any money judgment or specific
performance of any covenant in any such document, and whether
based upon contract, warranty, negligence, indemnity, strict
liability or otherwise, shall be sought against the assets of the
Partners comprising MCV. By entering into this Agreement,
Consumers waives any and all right to sue for, seek or demand any
judgment against such Partners and their affiliates, other than
MCV, by reason of the liabilities and obligations of MCV arising
out of, or in connection with, this Agreement or any other
agreements entered into pursuant hereto, except to the extent such
Partners are legally required to be named in any action to be
brought against MCV.
Dispute Resolution
30. The Parties shall submit any dispute arising under this Agreement
to the arbitration provisions set forth in Section 18 of the PPA.
Section 18 of the PPA shall govern the conduct of the arbitration.
Claims
31. Written notice of any potential claim arising under this Agreement
shall be provided by one Party to the other Party within one year
of the date on which the Party with
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the potential claim had actual notice or reasonably should have
had notice of the act or omission giving rise to the potential
claim. Failure to submit such written notice within one year shall
constitute a waiver of the potential claim. After notice is given,
the potential claim shall be subject to the provisions of
paragraph 30.
Notices
32. Unless otherwise expressly provided, every notice under this
Agreement, or related thereto, shall be effective only if actually
delivered by hand or by prepaid United States Mail to the Party
for whom it is intended at the following address. Any notice not
provided in writing shall be effective only if acknowledged in
writing by the below designated representative of the Party to
whom it was provided. Notices may be given by one Party to the
other via electronic means such as by a facsimile machine and the
associated confirmation reports or electronic receipts generated
by such a process shall constitute acknowledgment that the notice
was received. Each Party may change the following address and
designated representative by providing advance written notice to
the other Party.
ADDRESSES:
Midland Cogeneration Venture Consumers Energy Company
Limited Partnership
100 Progress Place 1945 West Parnall Road
Midland, MI 48640 Jackson, MI 49201
Attention: President and CEO Attention: William E. Garrity
Facsimile: (517) 839-6016 Facsimile: (517) 788-5882
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33. With respect to the subject matter hereof, this Agreement
supersedes all previous representations and negotiations either
written or oral between the Parties hereto or their
representatives, which were made prior to its execution.
34. In the event the Parties are involved in any dispute in the future
(other than a dispute involving this Agreement), this Agreement
shall not be submitted as evidence or otherwise used in any
proceeding involving the Parties, including, without limitation,
any arbitration under the PPA.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate
originals to be effective the date first above written.
MIDLAND COGENERATION VENTURE CONSUMERS ENERGY COMPANY
LIMITED PARTNERSHIP
By: James M. Kevra By: David W. Joos
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Its: President and CEO Its: President and Chief Executive Officer-
Electric and Executive Vice President
Date: April 5, 1999 Date: March 30, 1999
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