AMERICAN ELECTRIC POWER COMPANY INC
8-K, 2000-05-09
ELECTRIC SERVICES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: May 8, 2000
                      (Date of earliest event reported)

 Commission       Registrant; State of Incorporation;           I.R.S. Employer
File Number          Address; and Telephone Number            Identification No.

   1-3525    AMERICAN ELECTRIC POWER COMPANY, INC.                13-4922640
             (A New York Corporation)
             1 Riverside Plaza
             Columbus, Ohio 43215
             Telephone (614) 223-1000

   1-2680    COLUMBUS SOUTHERN POWER COMPANY                      31-4154203
             (An Ohio Corporation)
             1 Riverside Plaza
             Columbus, Ohio 43215
             Telephone (614) 223-1000

   1-6543    OHIO POWER COMPANY                                   31-4271000
             (An Ohio Corporation)
             301 Cleveland Avenue, S.W.
             Canton, Ohio 44702
             Telephone (330) 456-8173

      This  combined  Form 8-K is separately  filed by American  Electric  Power
Company, Inc. ("AEP"),  Columbus Southern Power Company ("CSPCo") and Ohio Power
Company  ("OPCo").  Information  contained  herein  relating  to any  individual
registrant is filed by such  registrant on its behalf.  No registrant  makes any
representation as to information  relating to any other registrant,  except that
information relating to any of CSPCo or OPCo is also attributed to AEP.

Item 5.  Other Events.

      Reference  is made to Note 5 of  AEP's  Notes  to  Consolidated  Financial
Statements in the 1999 Annual Report for a discussion of the transition plan for
OPCo and CSPCo filed with the Public  Utilities  Commission  of Ohio ("PUCO") on
December  30,  1999.  On May 8,  2000,  OPCo  and  CSPCo  filed  with the PUCO a
Stipulation and Recommendation with certain other parties to settle this matter.

      A copy of the press release, dated May 8, 2000, relating to the stipulated
agreement and the form of Stipulation and Recommendation, dated May 5, 2000, are
attached as Exhibits 99 and 10 hereto, respectively.

Item 7.  Financial Statements and Exhibits.

      (a)     Not Applicable.
      (b)     Not Applicable.
      (c)     Exhibits.

      The following  exhibits are filed herewith in accordance  with Item 601 of
Regulation S-K:


      Exhibit No.                             Description

           99            Press Release, dated May 8, 2000, announcing the
                         stipulated agreement regarding OPCo's and CSPCo's
                         transition plan.

           10            Form of Stipulation  and  Recommendation,  dated May 5,
                         2000,  in the  Matter  of the  Application  of OPCo and
                         CSPCo for  Approval  of  Electric  Transition  Plan and
                         Application for Receipt of Transition Revenues.

                                   SIGNATURE

      Pursuant to the requirements of the Securities  Exchange Act of 1934, each
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                              AMERICAN ELECTRIC POWER COMPANY, INC.
                              Registrant


                             By: /s/ Henry W. Fayne
                                 Henry W. Fayne
                                    Vice President and Chief Financial
                                    Officer of the Registrant

                              COLUMBUS SOUTHERN POWER COMPANY
                              Registrant

                              OHIO POWER COMPANY
                              Registrant


                             By: /s/ Henry W. Fayne
                                 Henry W. Fayne
                                 Vice President of each Registrant

May 8, 2000
<PAGE>

                                EXHIBIT INDEX


      Exhibit No.                             Description

           99            Press Release, dated May 8, 2000, announcing the
                         stipulated agreement regarding OPCo's and CSPCo's
                         transition plan.

           10            Form of Stipulation  and  Recommendation,  dated May 5,
                         2000,  in the  Matter  of the  Application  of OPCo and
                         CSPCo for  Approval  of  Electric  Transition  Plan and
                         Application for Receipt of Transition Revenues.

<PAGE>
                                                                      EXHIBIT 99
                     CLOSER TO ELECTRIC COMPETITION IN OHIO

COLUMBUS,  Ohio,  May 8, 2000 - Electric  competition  in Ohio  moved  closer to
reality today as American  Electric Power (NYSE: AEP) announced that the company
has reached a stipulated  agreement with major parties  regarding its transition
plan filed Dec. 30, 1999, with the Public Utilities Commission of Ohio (PUCO).

      AEP's operating companies,  Columbus Southern Power Company (CSP) and Ohio
Power Company (OP),  which combined serve nearly 1.3 million  customers in Ohio,
reached  agreement  with the PUCO  Staff,  the Ohio  Consumers'  Counsel  (OCC),
Industrial Energy Users - Ohio, Ohio Manufacturers' Association, National Energy
Marketers Association, Ohio Rural Electric Cooperative, Inc., and Buckeye Power,
Inc.,  Columbia Energy Power Marketing Corp. and Columbia Energy Services Corp.,
Exelon Energy,  Strategic Energy, LLC, Mid-Atlantic Power Supply Association and
Kroger Co.

     "This  agreement  marks a  significant  milestone  in the road to  customer
choice of  electricity  in Ohio," said Henry  Fayne,  executive  vice  president
Financial  Services of AEP. "It provides the best  possible  framework by giving
the  company the  opportunity  to recover  its  regulatory  assets and by giving
customers the needed  ingredients for the development of a competitive  electric
market in Ohio. AEP's strong commitment to develop a competitive electric market
allowed us to settle with a variety of customer  groups and a majority of future
power marketers."

      Terms of the  agreement,  which focused on  provisions  to facilitate  the
development of the retail electric market, include:

- -  The first 25 percent of CSP's  residential  customers  who switch will not be
   required  to pay the  generation  component  of  current  rates and will also
   receive a  shopping  incentive  of 0.25 cents per  kilowatt-hour.  Any unused
   portion of the incentive will be used by AEP to reduce transition charges.

- -  The first 20 percent of OP's residential customers who switch after 2005 will
   be relieved of their obligation to pay transition charges for 2006 and 2007 -
   a savings of 0.25 cents per kilowatt-hour.

- -   AEP will not request recovery of any potential stranded generation costs.

- -  The notice period of commercial and industrial customers who choose to switch
   is reduced to 90 days.

- -  AEP will work with the  Alliance,  the Midwest  Independent  System  Operator
   (MISO), the Pennsylvania-New  Jersey-Maryland (PJM) transmission organization
   and other regional transmission organizations (RTOs) to develop and implement
   specific proposals to address reciprocity and interface/seam issues regarding
   transmission.   Further,   AEP  will  transfer  operational  control  of  its
   transmission  facilities to an operating  FERC-approved RTO by Dec. 15, 2001.
   Until that time,  the company will make available up to $10 million to offset
   transmission charges imposed by PJM and/or by the MISO for delivery of energy
   to its current Ohio customers who switch.

- -   Transition charges will end by Dec. 31, 2007, for OP and by Dec. 31,
   2008, for CSP, rather than in 2010 as originally requested.

      AEP, a global energy company, is one of the United States' largest
investor-owned utilities, providing energy to 3 million customers in Indiana,
Kentucky, Michigan, Ohio, Tennessee, Virginia and West Virginia. AEP has
holdings in the United States, the United Kingdom, China and Australia.
Wholly owned subsidiaries provide power engineering, energy consulting and
energy management services around the world.  The company is based in
Columbus, Ohio.
                                    - - -
      News  releases and other  information  about AEP can be found on the World
Wide Web at http://www.aep.com.

                                     ###
<PAGE>

                                                                      EXHIBIT 10
                                    BEFORE
                   THE PUBLIC UTILITIES COMMISSION OF OHIO


In the Matter of the Application of       )
Columbus Southern Power Company for       )        Case No. 99-1729-EL-ETP
Approval of Electric Transition Plan and  )
Application for Receipt of Transition     )
Revenues                                  )
                                          )
In the Matter of the Application of       )
Ohio Power Company for Approval of        )        Case No. 99-1730-EL-ETP
Electric Transition Plan and Application  )
for Receipt of Transition Revenues        )

                        STIPULATION AND RECOMMENDATION

I.    INTRODUCTION

      Rule 4901-1-30,  Ohio Administrative Code ("OAC") provides that any two or
more  parties  to a  proceeding  may enter  into a written  or oral  stipulation
covering the issues presented in such a proceeding. The purpose of this document
is to set forth the  understanding  of the parties  who have  signed  below (the
"Signatory  Parties") and to recommend that the Public  Utilities  Commission of
Ohio (the  "Commission")  approve and adopt, as part of its Opinion and Order in
these  proceedings,  this  Stipulation and  Recommendation  (the  "Stipulation")
resolving  all of  the  issues  in the  above-captioned  proceedings  except  as
specified in Paragraph  XVI herein.  This  Stipulation  is supported by adequate
data and information;  represents a just and reasonable resolution of all issues
in these proceedings;  violates no regulatory principle or precedent; and is the
product of lengthy,  serious bargaining among  knowledgeable and capable parties
in a cooperative  process,  encouraged by this  Commission and undertaken by the
Signatory  Parties to settle these cases.  While this Stipulation is not binding
on the Commission,  it is entitled to careful  consideration  by the Commission,
where,  as  here,  it is  sponsored  by  parties  representing  a wide  range of
interests, including the Commission's Staff. For purpose of resolving all issues
raised  by  these  proceedings,  the  Signatory  Parties  stipulate,  agree  and
recommend as set forth below.

II.   PARTIES

      This  Stipulation  is entered into by and among  Columbus  Southern  Power
Company (CSP) and Ohio Power Company (OPCO) (collectively,  the "Companies") and
such other parties as are signatory hereto.  All Signatory Parties fully support
this Stipulation and urge the Commission to accept and approve the terms hereof.
To the  extent  that the  implementation  of the  provisions  herein  reasonably
require  actions by the  Companies'  agents or  affiliates,  the  Companies  are
responsible for the performance of such actions.

III.  RECITALS

      WHEREAS, the State of Ohio enacted Am. Sub. S.B. No. 3, which provides
for customer choice effective January 1, 2001;

      WHEREAS, the Companies on December 30, 1999, filed transition plans as
required by Am. Sub. S.B. No. 3 and the Commission's rules adopted under the
authority of Am. Sub. S.B. No. 3, and supplemented such plans through the
date hereof (the "Filing");

      WHEREAS,  the Signatory Parties have reviewed and discussed the transition
plan and the  Filing  of the  Companies  in detail  and are  fully  aware of its
contents;

      WHEREAS,  the agreements herein represent a comprehensive  solution to the
issues  raised in these  proceedings  and more  importantly  create a unique and
substantial  opportunity  to bring real customer  choice to Ohio. The issues and
concerns raised by the Signatory  Parties have been addressed in the substantive
provisions  of this  agreement,  and  reflect  as a result  of such  discussions
compromises  by all  parties to achieve an  overall  reasonable  solution.  This
Stipulation is the product of the discussions and  negotiations of the Signatory
Parties,  and is not  intended  to  reflect  the  views or  proposals  which any
individual  party  may have  advanced  acting  unilaterally.  Accordingly,  this
agreement  represents an accommodation of the diverse  interests  represented by
the  Signatory  Parties,  and  is  entitled  to  careful  consideration  by  the
Commission;

      WHEREAS,   this  Stipulation  and  Recommendation   represents  a  serious
compromise of complex  issues and involves  substantial  benefits that would not
otherwise have been achievable; and

      WHEREAS,   the  Signatory  Parties  believe  that  the  agreements  herein
represent a solution to the issues raised in these  proceedings that is designed
to  facilitate  customer  choice  consistent  with state  policy as set forth in
Section  4928.02 of the  Revised  Code and in  compliance  with  Chapter  4928's
determination of transition costs.

      NOW, THEREFORE, the Signatory Parties stipulate,  agree and recommend that
the  Commission  make the following  findings and issue its Opinion and Order in
these proceedings in accordance with the following:

IV.   GENERATION TRANSITION CHARGE

      Neither  Company  will  impose  any  lost  revenue   charges   (generation
transition charges (GTC)) on any switching customer.

V.    DISTRIBUTION RATE FREEZE

      The Companies agree to freeze all distribution rates in effect on December
31, 2005 through  December  31, 2007 for OPCO and through  December 31, 2008 for
CSP. The Companies can file an  application,  prior to the December 31, 2007 and
December 31, 2008 dates to change their  distribution  rates.  However,  the new
rates will not become  effective  prior to those dates.  After December 31, 2005
such frozen rates can be adjusted to reflect the cost of complying  with changes
in environmental (distribution-related), tax and regulatory laws or regulations,
relief from storm damage expenses, or in the event of an emergency under Section
4909.16, R.C.

      Further,  the frozen  distribution rate can be adjusted to reflect changes
in  allocation  of  the   transmission/distribution   facilities   under  FERC's
seven-factor test. Such an adjustment will be made in a proceeding  initiated by
the Companies to address only this adjustment

      As part of the freeze,  the  amortization  of regulatory  asset  deferrals
agreed  upon in  Paragraph  VI will  begin when new  distribution  rates go into
effect for each Company.

VI.   REGULATORY ASSET TRANSITION CHARGE AND DEFERRAL OF CERTAIN REGULATORY
      ASSETS

      The Companies  will recover  their  regulatory  assets in accordance  with
Attachment 1 hereto  except as provided in Paragraphs  VII,  XVII and XVIII.  In
accordance with the Staff Report and as reflected in the attached schedules: CSP
will absorb the first $20 million of actual Consumer Education,  Customer Choice
Implementation  and Transition Plan Filing Costs, and will be permitted to defer
the remainder of its actual cost for such activities  (currently estimated to be
$40.6 million),  plus a carrying charge,  as regulatory assets for recovery as a
cost of service,  by a rider, in future distribution rates. OPCO will absorb the
first $20 million of actual Consumer Education,  Customer Choice  Implementation
and Transition  Plan Filing Costs,  and will be permitted to defer the remainder
of its  actual  costs  for  such  activities  (currently  estimated  to be $45.5
million), plus a carrying charge, as regulatory assets for recovery as a cost of
service, by a rider, in future distribution rates. Determination of the costs to
be recovered,  including the carrying  charge,  will be subject to review by the
Commission.

II.  SHOPPING INCENTIVE

      During the Market  Development Period CSP will make available to the first
25% of  residential  class load that switches to a Competitive  Retail  Electric
Service  (CRES)  provider  a shopping  incentive  of 2.5  mills/kWh.  The unused
portion of the  shopping  incentive  as measured  at  December  31, 2005 will be
credited  by CSP to its  regulatory  transition  cost  (RTC)  recovery  for  all
customers. For the entire Market Development Period, there will be no additional
shopping incentive for CSP and there will be no shopping incentive for OPCO.

VIII. TRANSMISSION MATTERS

      From January 1, 2001  through the time at which  American  Electric  Power
Service Corporation (AEP) as agent for the Companies transfers administration of
its  Open  Access  Transmission   Tariff  (OATT)  to  a  regional   transmission
organization (RTO), AEP will provide two full-time  equivalent  positions in the
AEP System  Control  Center to assist  transmission  users with the processes of
reservations,  scheduling  and tagging.  Further AEP will provide a mechanism to
account for partial MWHs when the load served by imports  across AEP  interfaces
does not result in whole MWHs.

      AEP will file  with the  Federal  Energy  Regulatory  Commission  (FERC) a
proposed  amendment to its OATT to extend  rollover  rights under Section 2.2 of
the OATT to retail  customers or their  supplier.  AEP will request an effective
date of  January 1, 2001 for the  amendment.  AEP shall  actively  work with the
Alliance, the MISO, PJM and other RTO/ISOs and  transmission-level  customers in
the area to develop and implement specific proposals to address  reciprocity and
interface/seam issues. In the event a filing is not made by the Alliance to deal
with these issues by September 1, 2000,  AEP shall cause a filing at the FERC to
be made  which  will deal with  these  issues as to their  respective  areas and
interfaces.  AEP  recognizes  that  resolution  of these issues is critical to a
fully functioning retail market in Ohio and will endeavor to propose and resolve
issues as promptly as possible

      AEP  shall (by no later  than  December  15,  2001)  transfer  operational
control of their transmission facilities to an operating FERC-approved RTO.

      The  Companies  will make  available a fund of up to $10 million for costs
associated with  transmission  charges imposed by PJM and/or by the MISO, if the
MISO is fully  operating on a single  tariff,  on generation  originating in the
MISO or PJM as such cost may be incurred by:

      1.  Any supplier serving retail customers within their respective
         service areas; or,

      2. A  customer  or group  of  customers  where  the  customer  or group of
         customers is securing and paying for the transmission service.

The  transmission  charges to be reimbursed will not include losses,  redispatch
charges or other charges specifically  impacting the transaction.  Reimbursement
of such costs shall apply only until the AEP  transmission  system is within the
operational  control of an  operating  FERC-approved  RTO.  If any  governmental
agency  invalidates or imposes  conditions  associated with this paragraph which
would materially affect the obligation imposed by this paragraph,  the paragraph
will be deemed withdrawn from the Stipulation and Recommendation and the parties
agree to negotiate in good faith to restore the value of this paragraph.

IX.   5% RESIDENTIAL GENERATION REDUCTION

      Each Company will refile the unbundled  residential  tariffs  contained in
the  Filing  so as to  reflect  a 5%  reduction  in  the  generation  component,
including  the RTC  component,  and will not seek to reduce  such 5%  generation
component rate reduction for residential customers during the market development
period.

X.    COMMERCIAL CUSTOMER RATE DESIGN

      Each  Company's  tariffs and UNB-8  schedules  should be  revised,  in the
manner shown in Attachment 2 hereto,  in order to achieve a revenue neutral rate
design  and to  equalize  the  bill  impacts  within  the  Commercial  class  of
customers.

XI.   TRANSITION PLANS

      The  transition  plans of the Companies as filed on December 30, 1999, and
as supplemented and corrected through the date herein, will be approved,  except
as specifically  modified herein or as is necessary to update tariff  provisions
to reflect the  agreements  made  herein and the  attachments  hereto  through a
compliance filing.

      The Signatory  Parties  recognize that the OSP working group is engaged in
discussions  to resolve  and/or  address  the issues  arising in that area.  The
Signatory Parties agree to accept any resolution of such issues agreed to by the
working group participants and to incorporate any such changes in the Companies'
transition  plans.  The Companies  agree to abide by the  determinations  of the
Commission as they may relate to OSP issues that are not resolved by the working
group  participants.  In doing so, the Companies are not waiving their rights to
seek judicial review of such determinations.

XII.  CUSTOMER SWITCHING

      Unless  any  agreed  upon  changes  by the  OSP  working  group  are  less
restrictive  for  customers  than the terms of this  Stipulation,  the Companies
agree that during the market  development  period customers that take generation
services  from the company  during any part of May 16 through  September 15 must
either: (1) remain a customer through April 15 of the following year before they
switch to another  supplier  (minimum  stay) or (2) choose a market  price based
tariff which has been filed with and approved by the  Commission  and which will
not be lower than the  generation  cost embedded in the standard offer (come and
go). Non-aggregated  residential customers will be permitted to shop three times
during the  market  development  period  and to return two times to the  default
tariff,  before  being  required to choose from the minimum  stay or come and go
tariff options described above.

XIII. NONDISCRIMINATORY ACCESS TO TRANSMISSION AND DISTRIBUTION SYSTEM

      The Companies  shall have the  obligation  to connect any retail  customer
located within their service  territories to their distribution  facilities that
are used for delivery of retail electric energy,  and to operate such facilities
in a manner that will reasonably allow for such customer to receive power supply
from the supplier of the  customer's  choice,  subject to  Commission  Rules and
approved tariff provisions relating to connection of service.

      Except as otherwise  provided,  the Companies  shall provide  distribution
service within their service  territories on a basis which is just,  reasonable,
and not unduly  discriminatory  to retail  customers  or  suppliers  of electric
energy, including suppliers of distributed generation. The distribution services
provided to each retail  customer  or supplier of electric  energy  shall be the
same in quality and price and subject to the same terms and  conditions to those
services  provided by the Companies to any similarly  situated retail  customer,
itself or any affiliate.

      Prior to participation in a FERC-approved RTO:

      a)    the  Companies  and/or their  affiliates  will provide  transmission
            service for the  delivery of all power,  including  transmission  of
            default service power and  transmission of power for both affiliated
            and  nonaffiliated  energy  service  providers,   only  under  their
            proforma transmission tariff;

      b)    the Companies and/or their affiliates will comply with the OASIS and
            Standards of Conduct requirements  promulgated by the Federal Energy
            Regulatory Commission for the delivery of all power.

Nothing in this  Paragraph  XIII is  intended to limit the  Companies'  right to
contend that matters related to transmission in interstate  commerce are subject
to the exclusive jurisdiction of the Federal Energy Regulatory Commission.

      The Companies will provide distribution service for the delivery of power,
including   default   service  and  service   provided  by  any   affiliated  or
nonaffiliated supplier, only under the applicable distribution tariff.

XIV.  CONSOLIDATED BILLING CREDIT

      The Companies will provide a credit to CRES  providers  equal to $1.00 for
each  consolidated  bill  issued by the  provider  during  the first year of the
Market Development  Period. The Companies and the marketing  intervenors who are
Signatory  Parties  agree that they will  negotiate in good faith to determine a
consolidated  billing credit to be effective  after the first year of the Market
Development  Period.  The Companies reserve the right to petition the Commission
at any time to set a  consolidated  billing  credit  which would  supersede  any
credit then in effect.  AEP will apply reasonable  efforts to implement supplier
consolidated  billing as soon as practicable in keeping with the January 1, 2001
start date to competition.

XV.   COMMERCIAL AND INDUSTRIAL CUSTOMERS' NOTICE TO SHOP

      Notwithstanding  any provision in the Companies'  terms and conditions for
service to Commercial and  Industrial  class  customers,  such customers need to
provide  only 90 days  notice  to the  Companies  of their  intent  to  purchase
electricity from a CRES provider.  Such customers may provide the 90 days notice
prior to January 1, 2001, so as to enable them to receive generation from a CRES
provider on or after the starting date for competitive retail electric service.

XVI.  GROSS RECEIPTS TAX

      The parties reserve for litigation the Companies'  proposed gross receipts
tax rider. A procedural schedule will be set by the Commission for the filing of
testimony concerning this issue and for a hearing.

VII. ACCOUNTING

      The Signatory  Parties agree that the Companies'  revenues from Regulatory
Transition  Charges  during the  transition  period (see  Attachment 1) and from
existing  frozen and unbundled  rates  recovered  from customers of OPCO and CSP
during the market development period are sufficient to recover regulatory assets
as of the  beginning  of the  market  development  period  and  to  provide  for
obligations that are required by this Stipulation.

      The Signatory  Parties agree that the Commission  will direct OPCO and CSP
to amortize  such  regulatory  assets during the market  development  period and
thereafter  until such  regulatory  assets  are fully  amortized.  In  addition,
recorded regulatory assets as of the beginning of the market development period,
December 31, 2000,  which exceed the amounts in Attachment 1 should be amortized
on a per kWh basis during the market  development  period and recovered  through
existing frozen and unbundled rates.

      The Signatory Parties recommend that the Commission  consider the concerns
raised  by  the   Companies   with  respect  to  potential   violations  of  the
normalization  rules in the Internal  Revenue Code relating to  amortization  of
regulatory  liabilities  related  to  investment  tax  credits  (ITC) and excess
deferred income taxes.  Accordingly,  the Parties recommend that the Opinion and
Order in this case reflect the following language: "The base rates in the market
development  period embodied in this Opinion and Order include the  amortization
of regulatory  liabilities related to ITC no more rapidly than ratably,  and the
amortization of 'excess deferred taxes' using the Average Rate Assumption Method
in order to avoid any potential normalization violations."

XVIII.      OPCO RESIDENTIAL CUSTOMERS' RTC

      For the period January 1, 2006 through December 31, 2007, the first 20% of
OPCO  residential  customer load that was on OPCO's standard service offer as of
December  31,  2005 which  switches to a certified  retail  electric  generation
service  provider will not be charged the  Regulatory  Transition  Charge during
that 2006-2007  two-year  period.  Customer load which remains on the Companies'
standard service offer under Section 4928.14(A) or (B), Ohio Rev. Code, does not
count as being load which  switches to a certified  retail  electric  generation
service provider

      Should the agreement  embodied in the  preceding  paragraph be rejected by
the   Commission   or  determined  to  be  unlawful  by  a  court  of  competent
jurisdiction,  the remainder of this Stipulation and Recommendation  will remain
in effect.

XIX.  LOAD SHAPING

      The  Companies  and the marketing  intervenors  who are Signatory  Parties
agree to negotiate in good faith  concerning a load shaping  service which might
be provided by the  Companies.  The  Companies  shall notify all such  marketing
intervenors of the place, dates and times of such meetings.

XX.   UNIVERSAL SERVICE FUND RIDERS AND ENERGY EFFICIENCY FUND RIDERS

      The Companies  state that the rates for the Universal  Service Fund Riders
and the  Energy  Efficiency  Fund  Riders  will  be as  determined  by the  Ohio
Department of Development and approved by the Commission.

XXI.  CODE OF CONDUCT

      The Cost  Allocation  Manual  (CAM)  must  follow  the  Uniform  System of
Accounts as well as GAAP.

      The Companies  agree that effective  January 1, 2001,  their  distribution
affiliate  companies  will not  provide  competitive  non-electric  products  or
services to retail customers on a commercial basis1; provided, however, that the
distribution  affiliate  companies  are not  precluded  from a)  fulfilling  any
contractual  obligations  existing  prior to January 1, 2001; or b) providing to
retail customers  non-electric  products or services which are incidental to the
provision of customer  service and not on a commercial  basis.  The distribution
affiliate companies will not condition the provision of such incidental services
on the basis of the customer's choice of retail electric supplier.

      Employees  of the  Companies'  affiliates  shall  not have  access  to any
information  about their  transmission  or  distribution  systems (e.g.,  system
operations, capability, price, curtailments, and ancillary services) that is not
contemporaneously  and in the same form and manner  available to a nonaffiliated
competitor of retail electric service.

      The  Signatory  Parties  agree  that  by  executing  the  Stipulation  and
Recommendation  that  accepts the  Companies'  corporate  separation  plan,  the
marketer  intervenors2 are not agreeing to the Companies'  interpretation of the
Commission's rules on Code of Conduct, Section  4901:1-20-16(G)(4),  Ohio Admin.
Code, and would recommend that the Commission  recognize this in its Opinion and
Order.  Further,  the Signatory  Parties  agree that by adopting the  Companies'
electric  transition  plans, the Companies'  interpretation  of the rules as set
forth therein will not have any precedential effect.

XXII. EFFECT OF STIPULATION

      Nothing in this Stipulation  shall be used or construed for any purpose to
imply,  suggest or  otherwise  indicate  that the results  produced  through the
compromise  reflected  herein  represent  fully the  objectives of any Signatory
Party.

      This Stipulation is submitted for purposes of this proceeding only, and is
not deemed binding in any other proceeding, except as expressly provided herein,
nor is it to be  offered  or  relied  upon in any other  proceedings,  except as
necessary  to  enforce  the  terms of this  Stipulation.  In  fact,  none of the
Signatory  parties  have  submitted  the  entirety  of the case they  would have
otherwise filed or will file if this  Stipulation is rejected.  The agreement of
the Signatory Parties  reflected in this document is expressly  conditioned upon
its  acceptance in its entirety and without  alteration by the  Commission.  The
parties  agree  that  if  the  Commission  rejects  all  or  any  part  of  this
Stipulation,  or otherwise materially modifies its terms, any adversely affected
party shall have the right, within thirty (30) business days of the Commission's
order,  either to file an application for rehearing or to terminate and withdraw
from the Stipulation by filing a notice with the  Commission.  If an application
for rehearing is filed, and if the Commission does not, on rehearing, accept the
Stipulation without material modification,  any party may terminate and withdraw
from the  Stipulation  by filing a notice  with the  Commission  within ten (10)
business days of the Commission's order or entry on rehearing. In such an event,
a hearing shall go forward, and the parties shall be afforded the opportunity to
present evidence through witnesses,  to cross-examine all witnesses,  to present
rebuttal testimony, and to file briefs on all issues.

      The Signatory  Parties agree and intend to support the  reasonableness  of
this  Stipulation  before the  Commission,  and to cause their counsel to do the
same, and in any appeal from the  Commission's  adoption  and/or  enforcement of
this Stipulation.

      IN WITNESS WHEREOF, this Stipulation and Recommendation has been agreed to
as of this 5th day of May, 2000. The undersigned  parties  respectfully  request
the  Commission  to issue its  Opinion and Order  approving  and  adopting  this
Stipulation

- ----------------------------------        ---------------------------------
Ohio Power Company                        Industrial Energy Users-Ohio


- ----------------------------------        ---------------------------------
Columbus Southern Power Company           Ohio Consumers' Counsel


- ----------------------------------        ---------------------------------
Ohio Rural Electric Cooperative, Inc. and
Buckeye Power, Inc.


- --------
      1 Examples  of such  products or services  are  customer-owned  substation
design and construction,  customer-owned  equipment maintenance,  customer-owned
distribution   equipment  service  upgrades,   power  quality   maintenance  and
improvement and power systems and safety training.
      2 Designated on the signature page as a "marketer intervenor."




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