June 1, 2001 Monongahela Power Company 1310 Fairmont Avenue Fairmont, West Virginia 26554 Attn: Thomas C. Sheppard, Jr. Chase Manhattan Trust Company, National Association as Successor Trustee under the Security Agreements referred to in the...

                                                                                                   June 1, 2001



Monongahela Power Company
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxx Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx, Xx.

Xxxxx Manhattan Trust Company, National Association
   as Successor Trustee under the Security Agreements
   referred to in the Assumption and Indemnity Agreement
   (as defined below)
0 Xxxxxx Xxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx

Xxxxxx X. Xxxxxx, as Individual Trustee
   under the Deed of Trust and Security
   Agreement of Monongahela Power Company,
   dated as of November 1, 1997, as supplemented
00 Xxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000

Re:     Assumption under Assumption and
Indemnity Agreement (as defined below)

Ladies and Gentlemen:

           Reference is made to the Assumption and Indemnity Agreement, dated as of June 1, 2001 (the "Assumption and Indemnity Agreement"), among MP Generating Company, a Delaware limited liability company ("Indemnitor"), Monongahela Power Company, an Ohio corporation ("Issuer"), and the Holder, as defined therein. Capitalized terms used herein shall have the meaning ascribed to them in the Assumption and Indemnity Agreement.

MP Generating has merged into Allegheny Energy Supply Company, LLC, (the "Company") on the date hereof.

Pursuant to Section 4.2 of the Assumption and Indemnity Agreement, the Company, in connection with such merger, hereby assumes and covenants to be solely liable and responsible for and to perform all obligations of MP Generating under the Assumption and Indemnity Agreement. Such assumption and covenant shall be effective as of the date hereof.

                                                                     Truly yours,


                                                                     Allegheny Energy Supply Company, LLC


                                                                     By:      /S/ XXXXX X. XXXXXX
                                                                                 Name:  Xxxxx X. Xxxxxx
                                                                                 Title:   Vice President

ACKNOWLEDGED BY:
MONONGAHELA POWER COMPANY


By:       /S/ XXXXX X. XXXXX                                         Dated as of June 1, 2001
Name:  Xxxxx X. Xxxxx
Title:    Vice President

ACKNOWLEDGED BY:
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, AS SUCCESSOR
TRUSTEE, AS HOLDER

By:       /S/ X. X. XXXX                                             Dated as of June 1, 2001
Name:  X.X. Xxxx
Title:    Vice President

                                                                                                   August 1, 2000



The Potomac Edison Company
000 Xxxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Xx.

Xxxxx Manhattan Trust Company, National Association
   as Successor Trustee under the Security Agreements
   referred to in the Assumption and Indemnity Agreement
   (as defined below)
0 Xxxxxx Xxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Att: Xxxxxx X. Xxxx

Xxxxxx X. Xxxxxx, as Individual Trustee
   under the Deed of Trust and Security
   Agreement of The Potomac Edison Company,
   dated November 1, 1997, as supplemented
00 Xxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000

Re: Assumption under Assumption and
Indemnity Agreement (as defined below)

Ladies and Gentlemen:

          Reference is made to the Assumption and Indemnity Agreement, dated August 1, 2000, among PE Transferring Agent, LLC, a Delaware limited liability company ("Indemnitor"), The Potomac Edison Company ("Issuer"), and the Holder, as defined therein (the "Assumption and Indemnity Agreement"). Capitalized terms used herein shall have the meaning ascribed to them in the Assumption and Indemnity Agreement.

          As of the date hereof, PE Generating Company, LLC, a Delaware limited liability company ("PE Generating") has, pursuant to a Letter of Assumption (the "Letter"), assumed and covenanted to be solely liable and responsible for and to perform all obligations of Indemnitor under the Assumption and Indemnity Agreement.

          PE Generating has merged with Allegheny Energy Supply Company, LLC, (the "Company") on the date hereof.

          Pursuant to Section 4.2 of the Assumption and Indemnity Agreement, the Company, in connection with such merger, hereby assumes and covenants to be solely liable and responsible for and to perform all obligations of PE Generating under the Assumption and Indemnity Agreement and the Letter. Such assumption and covenant shall be effective as of the date hereof.

                                                                     Truly yours,

                                                                     Allegheny Energy Supply Company, LLC


                                                                     By:     /S/ XXXXX X. XXXXXX
                                                                               NAME:  Xxxxx X. Xxxxxx
                                                                               TITLE:   President

ACKNOWLEDGED BY:
THE POTOMAC EDISON COMPANY


By:       /S/ XXXXX XXXXXX                                           Dated as of July, 2000
Name:  Xxxxx Xxxxxx
Title:    Vice President

ACKNOWLEDGED BY:
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, AS SUCCESSOR
TRUSTEE, AS HOLDER


By:       /S/ X. X. XXXX                                             Dated as of July, 2000
Name: X.X. Xxxx
Title:   Vice President

                                                                                                   November 18, 0000



Xxxx Xxxx Power Company
000 Xxxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxx

Xxxxx Manhattan Trust Company, National Association
  as Trustee under the Security Agreements
  referred to in the Assumption and Indemnity Agreement
  as defined herein
0 Xxxxxx Xxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Att: Xxxxxx X. Xxxx

Xxxxxx X. Xxxxxx, as Individual Trustee
under the Deed of Trust and Security
Agreement of West Penn Power Company,
dated November 1, 1997, as supplemented
00 Xxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000


Gentlemen:


          Reference is made to the Assumption and Indemnity Agreement, dated November 17, 1999, between West Penn Transferring Agent LLC, a Pennsylvania limited liability company ("Indemnitor"), West Penn Power Company ("Issuer") and the Holder, as defined therein (the "Assumption and Indemnity Agreement"). Capitalized terms used herein shall have the meaning ascribed to them in the Assumption and Indemnity Agreement.

          Indemnitor has agreed to transfer to Allegheny Energy Supply Company, LLC, (the "Company"), and the Company has agreed to accept and acquire, on the date hereof, all or substantially all of the Mortgaged Facilities or Mortgaged Site, as such terms are defined in the Security Agreements.

          Pursuant to Section 4.2 of the Assumption and Indemnity Agreement, the Company, in connection with such acceptance and acquisition, hereby assumes and covenants to be solely liable and responsible for and to perform all obligations of Indemnitor under the Assumption and Indemnity Agreement. Such assumption and covenant shall be effective as of the date hereof.

                                                                     Truly yours,

                                                                     Allegheny Energy Supply Company, LLC


                                                                     By:     /S/ XXXXX X. XXXXXX
                                                                               Name:   Xxxxx X. Xxxxxx
                                                                               Title:    President

ACKNOWLEDGED BY:
WEST PENN POWER COMPANY


By:        /S/ XXXXXX X. XXXXXXXX            Dated November 18, 1999
Name:   Xxxxxx X. Xxxxxxxx
Title:     Vice President

ACKNOWLEDGED BY:
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, AS HOLDER


By:       /S/ X. X. XXXX                                             Dated as of November 18, 1999
Name: X.X. Xxxx
Title:   Vice President