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 (Date of earliest event reported): February 2, 1995
THE POTOMAC EDISON COMPANY
(Exact name of registrant as specified in its charter)
Maryland and Virginia 1-3376-2 13-5323955
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
10435 Downsville Pike
Hagerstown, Maryland 21740
(Address of principal executive offices)
Registrant's telephone number,
including area code: (301) 790-3400
<PAGE>
Item 5. Other Events.
On February 2, 1995, Jay S. Pifer entered into a change of control
employment contract with Allegheny Power System, Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
10.1 Employment Contract of Jay S. Pifer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE POTOMAC EDISON COMPANY
Dated: February 15, 1995 By: NANCY H. GORMLEY
Name: Nancy H. Gormley
Title: Counsel
<PAGE>
Exhibit Index
Item No. 1 10.1 Employment Contract of Jay S. Pifer
U:\DUMP\DRISP\8-KPE
February 1, 1995
Jay S. Pifer
Allegheny Power Service Corporation
12 East 49th Street
New York, New York 10017
Dear Jay:
Allegheny Power System Inc., a Maryland corporation
(the "Corporation"), considers the establishment and
maintenance of a sound and vital management to be essential
to protecting and enhancing the best interests of the
Corporation and its shareholders. In this connection, the
Corporation recognizes that, as is the case with many
publicly held corporations, the possibility of a change in
control may arise and that such possibility, and the
uncertainty and questions which it may raise among management
of the Corporation and its subsidiaries, Allegheny Power
Service Corporation, Monongahela Power Company, The Potomac
Edison Company and West Penn Power Company (collectively
referred to hereinafter as the "Companies"), may result in
the departure or distraction of management personnel to the
detriment of the Corporation and its shareholders.
Therefore, the Board of Directors of the Corporation (the
"Board") has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and
dedication of members of the management of the Corporation
and the Companies to their assigned duties without
distraction in circumstances arising from the possibility of
a change in control of the Corporation. In particular, the
Board believes it important, should the Corporation or its
shareholders receive a proposal for transfer of control of
the Corporation, that you be able to assess and advise the
Board whether such proposal would be in the best interests of
the Corporation and its shareholders and to take such other
action regarding such proposal as the Board might determine
to be appropriate, without being influenced by the
uncertainties of your own situation.
<PAGE>
In order to induce you to remain in the employ of
the Companies, this letter agreement, which has been approved
by the Board, sets forth the severance benefits which the
Corporation agrees will be provided to you in the event your
employment with the Companies or the Corporation is
terminated subsequent to a "change in control" of the
Corporation under the circumstances described below.
1. Agreement to Provide Services; Right to
Terminate.
(i) Except as otherwise provided in paragraph (ii)
below, the Corporation, the Companies or you may terminate
your employment at any time, subject to the Corporation's
providing the benefits, if any, hereinafter specified in
accordance with the terms hereof.
(ii) In the event a tender offer or exchange offer
is made by a Person (as hereinafter defined) for more than
25% of the combined voting power of the Corporation's out-
standing securities ordinarily having the right to vote at
elections of directors ("Voting Securities"), including
shares of the common stock of the Corporation (the "Company
Shares") you agree that you will not leave the employ of the
Corporation or the Companies (other than as a result of
Disability or upon Retirement, as such terms are hereinafter
defined) and will render the services contemplated in the
recitals to this Agreement until such tender offer or
exchange offer has been abandoned or terminated or a change
in control of the Corporation, as defined in Section 3
hereof, has occurred. For purposes of this Agreement, the
term "Person" shall mean and include any individual,
corporation, partnership, group, association or other
"person", as such term is defined in Section 3(a)(9) and as
used in Section 14(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), other than the Corporation, the
Companies, any other subsidiary of the Corporation or any
employee benefit plan(s) sponsored by the Corporation, the
Companies or any other subsidiary of the Corporation.
2. Term of Agreement. This Agreement shall
commence on the date hereof and shall continue in effect
until December 31, 1997; provided, however, that commencing
on January 1, 1998 and each January 1 thereafter, the term of
this Agreement shall automatically be extended for one
additional year unless at least 90 days prior to such
January 1st date, the Corporation or you shall have given
notice that this Agreement shall not be extended; and
provided, further, that, notwithstanding the delivery of any
such notice, this Agreement shall continue in effect for a
period of twenty-four (24) months after a change in control
<PAGE>
of the Corporation, as defined in Section 3 hereof, if such
change in control shall have occurred during the term of this
Agreement, as it may be extended by the first proviso set
forth above. Notwithstanding anything in this Section 2 to
the contrary, this Agreement shall terminate if you, the
Corporation or the Companies terminate your employment prior
to a change in control of the Corporation.
3. Change in Control. For purposes of this
Agreement, a "change in control" of the Corporation shall be
deemed to have occurred at such time as (a) any Person is or
becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of 25% or
more of the combined voting power of the Corporation's Voting
Securities; or (b) during any period of not more than two
years, individuals who constitute the Board as of the
beginning of the period and any new director (other than a
director designated by a person who has entered into an
agreement with the Corporation to effect a transaction
described in clause (a) or (c) of this sentence) whose
election by the Board or nomination for election by the
Corporation's shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors at such time or whose election or
nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; or (c) the
shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation,
other than a merger or consolidation which would result in
the Voting Securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 50% of the
combined voting power of the Voting Securities of the
Corporation or such surviving entity outstanding immediately
after such merger or consolidation, or the shareholders of
the Corporation approve a plan of complete liquidation of the
Corporation or any agreement for the sale or disposition by
the Corporation or all or substantially all of the
Corporation's assets.
4. Termination Following Change in Control. If
any of the events described in Section 3 hereof constituting
a change in control of the Corporation shall have occurred,
you shall be entitled to the benefits provided in Section 5
hereof upon the termination of your employment with the
Corporation or the Companies within twenty-four (24) months
after such event, unless such termination is (a) because of
your death or Retirement, (b) by the Corporation or the
Companies for Cause or Disability or (c) by you other than
<PAGE>
for Good Reason (as all such capitalized terms are
hereinafter defined).
(i) Disability. Termination by the Corporation or
the Companies of your employment based on "Disability" shall
mean termination because of your absence from your duties
with the Corporation and the Companies on a full time basis
for one hundred eighty (180) consecutive days as a result of
your incapacity due to physical or mental illness, unless
within thirty (30) days after Notice of Termination (as
hereinafter defined) is given to you following such absence
you shall have returned to the full time performance of your
duties.
(ii) Retirement. Termination by you or by the
Corporation or the Companies of your employment based on
"Retirement" shall mean termination on or after your
attainment of age 62.
(iii) Cause. Termination by the Corporation or the
Companies of your employment for "Cause" shall mean
termination upon (a) the willful and continued failure by you
to perform substantially your duties with the Corporation or
the Corporation (other than any such failure resulting from
your incapacity due to physical or mental illness) after a
demand for substantial performance is delivered to you by the
Chairman of the Board or President of the Corporation which
specifically identifies the manner in which such executive
believes that you have not substantially performed your
duties, or (b) the willful engaging by you in illegal conduct
which is materially and demonstrably injurious to the
Corporation or the Companies. For purposes of this para-
graph (iii), no act, or failure to act, on your part shall be
considered "willful" unless done, or omitted to be done, by
you in bad faith and without reasonable belief that your
action or omission was in, or not opposed to, the best
interests of the Corporation or the Companies. Any act, or
failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice
of counsel for the Corporation or the Companies shall be
conclusively presumed to be done, or omitted to be done, by
you in good faith and in the best interests of the
Corporation and the Companies. It is also expressly
understood that your attention to matters not directly
related to the business of the Corporation or the Companies
shall not provide a basis for termination for Cause so long
as the Board has approved your engagement in such activities.
Notwithstanding the foregoing, you shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to you a copy of a resolution duly
adopted by the affirmative vote of not less than three-
<PAGE>
quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after
reasonable notice to you and an opportunity for you, together
with your counsel, to be heard before the Board), finding
that in the good faith opinion of the Board you were guilty
of the conduct set forth above in (a) or (b) of this
paragraph (iii) and specifying the particulars thereof in
detail.
(iv) Good Reason. Termination by you of your
employment for "Good Reason" shall mean termination based on:
(A) a determination by you, in your reasonable
judgment, that there has been an adverse change in your
status or position(s) as an executive officer of the
Corporation or the Companies as in effect immediately
prior to the change in control, including, without
limitation, any adverse change in your status or
position as a result of a diminution in your duties or
responsibilities (other than, if applicable, any such
change directly attributable to the fact that the
Corporation is no longer publicly owned) or the
assignment to you of any duties or responsibilities
which are inconsistent with such status or position(s),
or any removal of you from or any failure to reappoint
or reelect you to such position(s) (except in connection
with the termination of your employment for Cause,
Disability or Retirement or as a result of your death or
by you other than for Good Reason);
(B) a reduction by the Corporation or the
Companies in your base salary as in effect immediately
prior to the change in control;
(C) the failure by the Corporation or the Com-
panies to continue in effect any Plan (as hereinafter
defined) in which you are participating at the time of
the change in control of the Corporation (or Plans
providing you with at least substantially similar
benefits) other than as a result of the normal
expiration of any such Plan in accordance with its terms
as in effect at the time of the change in control, or
the taking of any action, or the failure to act, by the
Corporation or the Companies which would adversely
affect your continued participation in any of such Plans
on at least as favorable a basis to you as is the case
on the date of the change in control or which would
materially reduce your benefits in the future under any
of such Plans or deprive you of any material benefit
enjoyed by you at the time of the change in control;
<PAGE>
(D) the failure by the Corporation or the
Companies to provide and credit you with the number of
paid vacation days to which you are then entitled in
accordance with the applicable normal vacation policy of
the Corporation or the Companies as in effect
immediately prior to the change in control;
(E) the requirement by the Corporation or the
Companies that you be based anywhere other than where
your office is located immediately prior to the change
in control or in the service territory of the Corpora-
tion immediately prior to the change in control, except
for required travel on the business of the Corporation
or the Companies to an extent substantially consistent
with the business travel obligations which you undertook
on behalf of the Corporation or the Companies prior to
the change in control;
(F) the failure by the Corporation to obtain from
any Successor (as hereinafter defined) the assent to
this Agreement contemplated by Section 6 hereof; or
(G) any purported termination by the Corporation
or the Companies of your employment which is not
effected pursuant to a Notice of Termination satisfying
the requirements of paragraph (v) below (and, if
applicable, paragraph (iii) above); and for purposes of
this Agreement, no such purported termination shall be
effective; or
(H) any refusal by the Corporation or the
Companies to continue to allow you to attend to matters
or engage in activities not directly related to the
business of the Corporation or the Companies which,
prior to the change in control, you were permitted by
the Board to attend to or engage in.
For purposes of this Agreement, "Plan" shall mean any
compensation plan such as an incentive, stock option or
restricted stock plan or any employee benefit plan such as a
thrift, pension, profit sharing, medical, disability,
accident, life insurance plan or a relocation plan or policy
or any other plan, program or policy of the Corporation or
the Companies intended to benefit employees.
(v) Notice of Termination. Any purported termi-
nation by the Corporation or the Companies or by you
following a change in control shall be communicated by
written Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall
<PAGE>
mean a notice which shall indicate the specific termination
provision in this Agreement relied upon.
(vi) Date of Termination. "Date of Termination"
following a change in control shall mean (a) if your
employment is to be terminated for Disability, thirty (30)
days after Notice of Termination is given (provided that you
shall not have returned to the performance of your duties on
a full-time basis during such thirty (30) day period), (b) if
your employment is to be terminated by the Corporation or the
Companies for Cause or by you pursuant to Sections 4(iv)(F)
and 6 hereof or for any other Good Reason, the date specified
in the Notice of Termination, or (c) if your employment is to
be terminated by the Corporation or the Companies for any
reason other than Cause, the date specified in the Notice of
Termination, which in no event shall be a date earlier than
ninety (90) days after the date on which a Notice of
Termination is given, unless an earlier date has been
expressly agreed to by you in writing either in advance of,
or after, receiving such Notice of Termination. In the case
of termination by the Corporation or the Companies of your
employment for Cause, if you have not previously expressly
agreed in writing to the termination, then within thirty (30)
days after receipt by you of the Notice of Termination with
respect thereto, you may notify the Corporation that a
dispute exists concerning the termination, in which event the
Date of Termination shall be the date set either by mutual
written agreement of the parties or by the arbitrators in a
proceeding as provided in Section 13 hereof. During the
pendency of any such dispute, the Corporation or the
Companies will continue to pay you your full compensation in
effect just prior to the time the Notice of Termination is
given and until the dispute is resolved in accordance with
Section 13.
5. Compensation Upon Termination or During
Disability; Other Agreements.
(i) During any period following a change in
control of the Corporation that you fail to perform your
duties as a result of incapacity due to physical or mental
illness, you shall continue to receive your salary at the
rate then in effect and any benefits or awards under any
Plans shall continue to accrue during such period, to the
extent not inconsistent with such Plans, until your
employment is terminated pursuant to and in accordance with
paragraphs 4(i) and 4(vi) hereof. Thereafter, your benefits
shall be determined in accordance with the Plans then in
effect.
<PAGE>
(ii) If your employment shall be terminated for
Cause following a change in control of the Corporation, the
Corporation or the Companies shall pay you your salary
through the Date of Termination at the rate in effect just
prior to the time a Notice of Termination is given plus any
benefits or awards (including both the cash and stock
components) which pursuant to the terms of any Plans have
been earned or become payable, but which have not yet been
paid to you. Thereupon the Corporation and the Companies
shall have no further obligations to you under this
Agreement.
(iii) Subject to Section 8 hereof, if, within
twenty-four (24) months after a change in control of the
Corporation, as defined in Section 3 above, shall have
occurred, your employment by the Corporation or the Companies
shall be terminated (a) by the Corporation or the Companies
other than for Cause, Disability or Retirement or (b) by you
for Good Reason, then the Corporation shall pay or cause the
Companies to pay to you, no later than the fifth day
following the Date of Termination, without regard to any
contrary provisions of any Plan, the following:
(A) your salary through the Date of Termination at
the rate in effect just prior to the time a Notice of
Termination is given plus any benefits or awards
(including both the cash and stock components) which
pursuant to the terms of any Plans have been earned or
become payable, but which have not yet been paid to you
(including amounts which previously had been deferred at
your request); and
(B) as severance pay and in lieu of any further
salary for periods subsequent to the Date of Termi-
nation, an amount in cash equal to 2.99 times your
"annualized includible compensation for the base period"
(as defined in Section 280G(d)(1) of the Internal
Revenue Code of 1986 (the "Code")).
(iv) If, within twenty-four (24) months after a
change in control of the Corporation, as defined in Section 3
above, shall have occurred, your employment by the Corpora-
tion or the Companies shall be terminated (a) by the
Corporation or the Companies other than for Cause, Disability
or Retirement or (b) by you for Good Reason, then the
Corporation shall maintain or cause the Companies to maintain
in full force and effect, for the continued benefit of you
and your dependents for a period terminating on the earliest
of (a) three years after the Date of Termination, (b) the
commencement date of equivalent benefits from a new employer
or (c) your attainment of age 65, all insured and self-
<PAGE>
insured employee welfare benefit Plans in which you were
entitled to participate immediately prior to the Date of
Termination, provided that your continued participation is
possible under the general terms and provisions of such Plans
(and any applicable funding media) and you continue to pay an
amount equal to your regular contribution under such plans
for such participation. If, at the end of three years after
the Termination Date, you have not reached your sixty-fifth
birthday and you have not previously received or are not then
receiving equivalent benefits from a new employer, the
Corporation shall arrange, or cause the Companies to arrange,
at its sole cost and expense, to enable you to convert your
and your dependents' coverage under such Plans to individual
policies or programs upon the same terms as employees of the
Corporation and the Companies may apply for such conversions.
In the event that your participation in any such Plan is
barred, the Corporation shall arrange, or cause the Companies
to arrange, at its sole cost and expense, to have issued for
the benefit of you and your dependents individual policies of
insurance providing benefits substantially similar (on an
after-tax basis) to those which you otherwise would have been
entitled to receive under such Plans pursuant to this
paragraph (iv) or, if such insurance is not available at a
reasonable cost to the Corporation or the Companies, the
Corporation shall provide, or cause the Companies to other-
wise provide, you and your dependents with equivalent
benefits (on an after-tax basis). You shall not be required
to pay any premiums or other charges in an amount greater
than that which you would have paid in order to participate
in such Plans.
(v) Except as specifically provided in paragraph
(iv) above, the amount of any payment provided for in this
Section 5 shall not be reduced, offset or subject to recovery
by the Corporation or the Companies by reason of any
compensation earned by you as the result of employment by
another employer after the Date of Termination, or otherwise.
6. Successors; Binding Agreement.
(i) The Corporation will seek, by written request
at least five business days prior to the time a Person
becomes a Successor (as hereinafter defined), to have such
Person by agreement in form and substance satisfactory to
you, assent to the fulfillment of the Corporation's
obligations under this Agreement. Failure of such Person to
furnish such assent by the later of (A) three business days
prior to the time such Person becomes a Successor or (B) two
business days after such Person receives a written request to
so assent shall constitute Good Reason for termination by you
of your employment if a change in control of the Corporation
<PAGE>
occurs or has occurred. For purposes of this Agreement,
"Successor" shall mean any Person that succeeds to, or has
the practical ability to control (either immediately or with
the passage of time), the Corporation's business directly, by
merger or consolidation, or indirectly, by purchase of the
Corporation's Voting Securities or otherwise.
(ii) This Agreement shall inure to the benefit of
and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees and legatees. If you should die while any amount
would still be payable to you hereunder if you had continued
to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement
to your devisee, legatee or other designee or, if there be no
such designee, to your estate.
(iii) For purposes of this Agreement, the
"Corporation" shall include any corporation or other entity
which is the surviving or continuing entity in respect of any
merger, consolidation or form of business combination in
which the Corporation ceases to exist.
7. Fees and Expenses; Mitigation. (i) The
Corporation shall reimburse, or cause the Companies to
reimburse, you, on a current basis, for all reasonable legal
fees and related expenses incurred by you in connection with
the Agreement following a change in control of the Corpora-
tion, including, without limitation, (a) all such fees and
expenses, if any, incurred in contesting or disputing any
termination or your employment or incurred by you in seeking
advice with respect to the matters set forth in Section 8
hereof or (b) your seeking to obtain or enforce any right or
benefit provided by this Agreement, in each case, regardless
of whether or not your claim is upheld by a court of com-
petent jurisdiction; provided, however, you shall be required
to repay any such amounts to the Corporation to the extent
that a court issues a final and non-appealable order setting
forth the determination that the position taken by you was
frivolous or advanced by you in bad faith.
(ii) You shall not be required to mitigate the
amount of any payment the Corporation or the Companies
becomes obligated to make to you in connection with this
Agreement, by seeking other employment or otherwise.
8. Taxes.
(i) All payments to be made to you under this
Agreement will be subject to required withholding of federal,
state and local income and employment taxes.
<PAGE>
(ii) Notwithstanding anything in the foregoing to
the contrary, if any of the payments provided for in this
Agreement, together with any other payments which you have
the right to receive from the Corporation, the Companies or
any other corporation which is a member of an "affiliated
group" (as defined in Section 1504(a) of the Code without
regard to Section 1504(b) of the Code) of which the
Corporation is a member, would constitute a "parachute
payment" (as defined in Section 280G(b)(2) of the Code), the
payments pursuant to this Agreement shall be reduced
(reducing first the payments under Section 5(iii)(B)) to the
largest amount as will result in no portion of such payments
being subject to the excise tax imposed by Section 4999 of
the Code; provided, however, that the determination as to
whether any reduction in the payments under this Agreement
pursuant to this proviso is necessary shall be made by you in
good faith, and such determination shall be conclusive and
binding on the Corporation with respect to its treatment of
the payment for tax reporting purposes.
9. Survival. The respective obligations of, and
benefits afforded to, the Corporation and you as provided in
Sections 5, 6(ii), 7, 8, 13 and 14 of this Agreement shall
survive termination of this Agreement.
10. Notice. For the purposes of this Agreement,
notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid
and addressed, in the case of the Corporation, to the address
set forth on the first page of this Agreement or, in the case
of the undersigned employee, to the address set forth below
his signature, provided that all notices to the Corporation
shall be directed to the attention of the Chairman of the
Board or President of the Corporation, with a copy to the
Secretary of the Corporation, or to such other address as
either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address
shall be effective only upon receipt.
11. Miscellaneous. No provision of this Agreement
may be modified, waived or discharged unless such modifi-
cation, waiver or discharge is agreed to in a writing signed
by you and the Chairman of the Board or President of the
Corporation. No waiver by either party hereto at any time of
any breach by the other party hereto of, or of compliance
with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. No agreements or repre-
<PAGE>
sentations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement.
The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of
Maryland.
12. Validity. The invalidity or unenforceability
of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
13. Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall be
settled exclusively by arbitration in Hagerstown, Maryland
by three arbitrators in accordance with the rules of the
American Arbitration Association then in effect. Judgment
may be entered on the arbitrators' award in any court having
jurisdiction; provided, however, that you shall be entitled
to seek specific performance of your right to be paid until
the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agree-
ment. The Corporation shall bear all costs and expenses
arising in connection with any arbitration proceeding
pursuant to this Section 13.
14. Employee's Commitment. You agree that subse-
quent to your period of employment with the Corporation and
the Companies, you will not at any time communicate or
disclose to any unauthorized person, without the written
consent of the Corporation, any proprietary processes of the
Corporation, the Companies or any other subsidiary of the
Corporation or other confidential information concerning
their business, affairs, products, suppliers or customers
which, if disclosed, would have a material adverse effect
upon the business or operations of the Corporation, the
Companies and its subsidiaries, taken as a whole; it being
understood, however, that the obligations of this Section 14
shall not apply to the extent that the aforesaid matters (a)
are disclosed in circumstances where you are legally required
to do so or (b) become generally known to and available for
use by the public otherwise than by your wrongful act or
omission.
15. Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and
the same instrument.
<PAGE>
If this letter correctly sets forth our agreement
on the subject matter hereof, kindly sign and return to the
Corporation the enclosed copy of this letter which will then
constitute our agreement on this subject.
Sincerely,
ALLEGHENY POWER SYSTEM, INC.
By KLAUS BERGMAN
Name: Klaus Bergman
Title: Chairman of the Board
Agreed to this 2nd day
of February, 1995.
JAY S. PIFER
Jay S. Pifer
Allegheny Power Service Corporation
800 Cabin Hill Drive
Greensburg, Pennsylvania 15601
