INTERIM COOPERATIVE AGREEMENT

Cooperation Agreement

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NORTHERN ILLINOIS GAS CO /IL/ /NEW/ | Commonwealth Edison Company

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Title: INTERIM COOPERATIVE AGREEMENT
Governing Law: Illinois Date: 5/3/2006

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Exhibit 10.2

Nicor Gas Company

Form 10-Q

Exhibit 10.2

INTERIM COOPERATIVE AGREEMENT

This agreement is made this 28^th day of October 1993 by and between Commonwealth Edison Company (“Edison”), an Illinois corporation, and Northern Illinois Gas Company (“NI-Gas”), an Illinois corporation, (collectively, “Utilities”) to provide an interim cooperative arrangement for the Utilities to address certain issues at certain former manufactured gas plant (“MGP”) sites in Illinois.

WHEREAS, without admitting any liability, Edison and NI-Gas currently believe that certain actions should be taken with regard to particular MGP sites; and

WHEREAS, without admitting any liability, Edison and NI-Gas may agree in the future that certain actions should be taken with regard to other MGP sites; and

WHEREAS, Edison and NI-Gas have determined that it is in the public interest and in their mutual best interest to work together on an interim basis to perform mutually acceptable actions with regard to certain MGP sites; and

WHEREAS, Edison and NI-Gas have determined that it is in their mutual best interest to pursue negotiation, and binding arbitration to the extent set forth in this Agreement, to attempt to resolve issues regarding payment of the cost of performing actions at certain MGP sites;

NOW THEREFORE, based on the covenants and mutual promises contained herein, Edison and NI-Gas agree as follows.

Interim Cost Allocation.

1.1

If either of the Utilities believes that costs should be incurred at one or more MGP sites listed on Attachment A (“Site List”), it shall contact the other and the Utilities shall meet as soon as reasonably possible to discuss whether they agree that costs should be incurred and, if so, the nature of those costs. If the Utilities reach agreement on those issues, each of the Utilities shall pay 50% of the agreed upon costs (“Interim Cost Allocation”), subject to the final allocation of costs between the Utilities pursuant to Sections 4, 5 and 6 of this Agreement (“Final Cost Allocation”). If either of the Utilities believes that an MGP site should be added to the Site List, it shall contact the other and the Utilities shall meet as soon as reasonably possible to discuss whether they agree that the site should be added.

1.2

If, after discussion, the Utilities do not agree that costs should be incurred for a particular site listed on Attachment A, they may pursue or continue to pursue any and all rights which they would otherwise have under applicable law; provided, however, that neither of the Utilities may commence litigation against the other regarding any site on the Site List unless this Agreement has been terminated in accordance with Section 14 or unless ninety (90) days before the Utility intends to commence such litigation it sends the other Utility, by telecopy and U.S. mail, written notice of such intent (“Initial Litigation Notice”). The Initial Litigation Notice shall specify the MGP site or sites that would be the subject of the litigation, and the Utility sending such notice may commence litigation on the ninetieth (90^th) day after the date of the Initial Litigation Notice (said 90^th day being hereinafter called the “Litigation Date”). On the Litigation Date, the Utility that received the Initial Litigation Notice may commence litigation against the other Utility regarding any MGP site or sites on the Site List, provided that within forty (40) days of the date of the Initial Litigation Notice the Utility receiving such notice sent the other Utility written notice (“Responsive Litigation Notice”), by telecopy and U.S. main, of its intent to commence litigation, including an identification of the site or sites that would be the subject of the litigation to be initiated by it. If a Utility commences litigation in accordance with this Section 1 without terminating this Agreement in accordance with Section 14, this Agreement shall be terminated with regard to the site or sites subject to the litigation (“Termination of Agreement for Litigated Sites”), and the provisions of Section 14 (b) and (c) shall be applicable to such termination. A Utility may not commence litigation in accordance with this Section 1 for a site for which any arbitration proceeding has begun under this Agreement.

Shared Costs.

2.1

The Utilities in the Interim and Final Cost Allocation under this Agreement shall seek recovery from each other solely for Shared Costs, which shall be defined as third party costs of investigation and/or remediation of a particular MGP site (which investigation and/or remediation has been agreed to by both Utilities in accordance with Section 1 of this Agreement) and any expenditures incurred by the Coordinator/Utility for audits under Section 17(b) or in prosecuting, defending, compromising, settling or paying suits or claims pursuant to Section 2.4 of Attachment C. Examples of Shared Costs are the costs of third party investigation and/or remediation of an MGP site (which the Utilities have agreed to perform in accordance with Section 1 of this Agreement) pursuant to:

a work plan agreed upon by the Utilities in accordance with Attachment C;

b) a work plan ordered by a federal or state regulatory agency;

a work plan ordered by a court with appropriate jurisdiction, involving litigation with a third party.

2.2

Examples of costs that are not Shared Costs under this Agreement are:

a Utility’s payroll costs, overhead or internal or external legal costs (except for external legal costs that the Defending Utility may incur in accordance with Section 2.4 of Attachment C);

a Utility’s ordinary costs of owning a particular former MGP site (including, but not limited to, taxes, insurance, maintenance and other similar costs);

costs incurred by a Utility in pursuit of recovery of insurance proceeds from insurance carriers;

costs of prosecuting, defending, compromising or settling third party litigation relating to an MGP site, except to the extent allowed by Section 2.4 of Attachment C; and

costs incurred by either Utility prior to the date of this Agreement, unless the Utilities have agreed pursuant to Section 3 to incur such costs.

2.3

Nothing in this Agreement shall limit the types of costs associated with MGP sites that one Utility can recover from the other in litigation.

Costs Currently Subject to Interim Cost Allocation.

3.1

Edison and NI-Gas have incurred and/or agree to incur the following costs as Shared Costs, subject to the terms of this Agreement, including, but not limited to, the Final Cost Allocation procedures set forth in Sections 4, 5 and 6 of this Agreement:

the cost of any settlement - acceptable to both Edison and NI-Gas -- and the cost of any judgment entered against either or both Utilities in Alcan-Toyo America, Inc. v. Northern Illinois Gas Co., No. 92C 7142 (N.D. Ill. filed 10/27/92);

the cost of air monitoring - - and any other related activities acceptable to both NI-Gas and Edison - - at the Oak Park site; and

the cost of response activities - - acceptable to both NI-Gas and Edison - - at the Streator site.

3.2

The following costs shall be subject to audit and final allocation as Shared Costs in accordance with Sections 4, 5 and 6 of this Agreement:

with regard to the Streator site, approximately $700,000 of costs that Edison has incurred at the site prior to the date of this Agreement; and

with regard to the Alcan site, approximately $45,000 of costs that NI-Gas has incurred at the Alcan site prior to the date of this Agreement.

Final Cost Allocation.

4.1 The final allocation of Shared Costs shall be determined on a site-by-site basis through negotiation or arbitration as set forth in this Agreement, although the Utilities may, if they so agree, aggregate individual sites for Final Cost Allocation. If a Utility, pursuant to the Interim Cost Allocation, has paid a greater percentage of Shared Costs for an MGP site or group of sites than is allocated to it by the Final Cost Allocation, the other Utility shall pay it the difference between the amount it actually paid pursuant to the Interim Cost Allocation and the amount allocated to it by the Final Cost Allocation. The time for Final Cost Allocation shall be determined as follows:

During the twelve months following the completion of both a Phase I and a Phase II investigation at a particular site, the Utilities shall attempt to negotiate the final allocation of the Shared Costs already incurred and the estimated future costs to be incurred in any Phase III remediation. If the Utilities are unable to agree within such twelve months, either Utility may seek binding arbitration as provided for in Section 5 after the conclusion of such twelve months; or

If the Utilities have completed a Phase I investigation, either Utility may seek binding arbitration as provided for in Section 5 no earlier than three years following the completion of the Phase I investigation at a particular site; or

If the Utilities are unable to agree to continue to fund work at a particular site on a 50/50 interim allocation basis at anytime during Phase I, Phase II or Phase III, and for any reason (including, but not limited to, an inability to agree on a consultant or the type of remediation to be performed in Phase III), either Utility may commence arbitration in accordance with Section 5; but in no event prior to two years after the date of this Agreement; or

By Section 4.4 of Attachment C to this Agreement.

4.2

For purposes of this Section, Phase I, Phase II and Phase III are defined as follows:

A Phase I investigation is an investigation to collect data needed to adequately characterize an MGP site for the purpose of developing and evaluating effective response action alternatives. This investigation may be conducted in one or more stages.

A Phase II investigation is the process of evaluating the data from the Phase I investigation in order to select a response action. A Phase II investigation is complete when the Utilities have agreed upon a response action that will be implemented for MGP site.

A Phase III remediation is the implementation of a response action for a site.

Initiation of Arbitration and Selection of Arbitrators.

5.1

Subject to Section 4, one Utility shall initiate the arbitration (“Initiating Utility”) by requesting the Center For Public Resources, Inc. to send to it and the other Utility a list of nine (9) potential arbitrators (“List of Potential Arbitrators”). The initiating Utility shall inform the Center for Public Resources, Inc. that:

Before an arbitrator is included on the List of Potential Arbitrators, the Center for Public Resources, Inc. should confirm with the arbitrator that he/she (i) is interested in performing the arbitration and could do so in accordance with the schedule set forth in this Agreement, and (ii) does not have any conflict of interest that would interfere with impartial decision making;

Each potential arbitrator must have legal training and experience in environmental matters and contract dispute resolution; and

The List of Potential Arbitrators must be accompanied by a curriculum vitae for each arbitrator.

5.2

Within thirty (30) days of receipt of the List of Potential Arbitrators by both Utilities, the Initiating Utility shall select an arbitrator from it and mail to the other Utility notice of the selection. Within forty-five (45) days of the receipt of the List of Potential Arbitrators the other Utility shall select an arbitrator from it and mail to the initiating Utility notice of the selection. Within sixty (60) days of the receipt of the List of Potential Arbitrators, the Utilities shall meet to select a third arbitrator from the List of Potential Arbitrators. If the Utilities cannot agree on a third arbitrator during their meeting, before concluding such meeting they shall select an arbitrator by having each Utility—beginning with the Initiating Utility—alternate in deleting one name from the List of Potential Arbitrators until only one name remains (other than the names of the two (2) arbitrators previously selected by the Utilities). That name shall be the third arbitrator. The date such arbitrator is selected shall be the Commencement Date for purposes of arbitration.

5.3

Each party shall pay the costs of the arbitrator it has selected and one-half the costs of the third arbitrator together with its own costs of arbitration. Such costs shall not be Shared Costs within the meaning of Section 2.

Arbitration Procedure.

6.1

Within ten (10) days of the Commencement Date, the Utilities shall provide the arbitrators a copy of this Section 6 and a copy of all publicly available documents or portions of such documents, including those obtained from the U.S. Environmental Protection Agency or the Illinois Environmental Protection Agency, which the Utilities believe will provide the arbitrators with useful background information about the site (or sites) that is the subject of the arbitration. If the Utilities disagree regarding which documents should be provided to the arbitrators, each Utility may provide whatever documents it chooses.

6.2

Within thirty (30) days (“Document Production Date”) of the Commencement Date, each Utility shall submit to the other all non-privileged documents that it has regarding the site (or sites) that is the subject of the arbitration, as well as a certification—from its Vice President with responsibility for environmental affairs—stating that the Utility is providing all such documents.

6.3

Within thirty (30) days after the Document Production Date, the Utilities and the arbitrators shall have a Scheduling Conference. At this conference, the Utilities and the arbitrators shall:

decide what, if any, additional discovery shall be conducted and establish a schedule for such discovery;

schedule the filing of written testimony by the Utilities, a hearing for cross-examination, the filing of memoranda by the Utilities prior to oral argument, the oral argument, the filing of a brief by each Utility after the oral argument, and the provision to the Utilities by the arbitrators of the Final Cost Allocation Report (“FCAR”) which shall be binding on the Utilities; and

decide any other issues that the Utilities and the arbitrators agree should be decided during the Scheduling Conference to facilitate the arbitration.

If the Utilities disagree about any matter discussed during the Scheduling Conference, the arbitrators shall resolve such matter. The Utilities and the arbitrators shall take all steps reasonably possible to ensure that the arbitration process will be cost-effective, efficient and fair.

6.4

Notwithstanding any other provision of this Agreement, no Utility shall be required to disclose to the other Utility or to the arbitrators any communications with, or work product of, its attorneys.

6.5

The arbitrators may, in their sole discretion, communicate in writing with any Utility to inquire about any gaps in the records, or to request further information on any matter relevant to the development of an allocation, and shall provide a copy of such inquiry to the other Utility. Each Utility shall use its best efforts to comply in writing with an inquiry by the arbitrators pursuant to this paragraph and shall provide a copy of its response to the other Utility.

6.6

The provisions of this Agreement shall govern arbitration performed pursuant to this Agreement; provided that the Center for Public Resources’ Rules for Non-Administered arbitration of Business Disputes (1990) (“CPR’s Rules”), shall govern the procedural issues, if any, that are not addressed by this Agreement, although CPR’s Rules shall not govern any action that Edison or NI-Gas may have against CPR or any arbitrator in connection with any arbitration performed under this Agreement. In the event of any conflict between the provisions of this Agreement and the procedural provisions of CPR’s Rules, this Agreement’s provisions shall govern. CPR’s Rules are set forth in Attachment B.

6.7

The arbitrators shall be responsible for developing the Final Cost Allocation in accordance with the procedures set forth in this Agreement. In developing the Final Cost Allocation, the arbitrators shall consider all documents, information and comments or other evidence submitted to or solicited by the arbitrators pursuant to this Agreement.

6.8

The parties agree that notwithstanding the determination by the arbitrators in accordance with this Agreement, neither party shall be allocated less than 20% or more than 80% of the Shared Costs in the Final Cost Allocation and the Final Cost Allocation Report. For instance,

a determination by the arbitrators that one party should pay only 10% of the total Shared Costs would mean that the party would be allocated 20% in the Final Cost Allocation and FCAR, and the remaining party would be allocated 80%; and

a determination that one party should be allocated 40% of the total Shared Costs would mean that the party would pay 40% and the remaining party 60% as the Final Costs Allocation. The arbitrators shall be informed that in no event shall the Final Cost Allocation of FCAR assign to either party less than 20% or more than 80% of the Shared Costs.

6.9

The agreement of a majority of the arbitrators shall be the judgment of the arbitrators.

6.10

The FCAR tendered by the arbitrators shall be final and binding. If one Utility does not comply with the FCAR, the other Utility may have judgment entered thereon and the FCAR shall be enforced in or by any court having jurisdiction thereof. Such judgment shall be the judgment refered to in Section 7.1 and 7.4.

6.11

The arbitrators’ sole responsibility shall be to determine an allocation of the Shared Cost for the site or sites subject to the arbitration. After a Final Cost Allocation has been determined for a site, that allocation shall binding upon the Utilities for all past or future Shared Costs for that site (incurred after the date of this Agreement or specified in Section 3) that the Utilities agree to incur, and/or for which the Utilities are legally liable. If one Utility decides that Shared Costs should be incurred at a site for which a FCAR has been issued, but the other Utility refuses to contribute to those costs, the former Utility may commence litigation against the latter Utility to establish the latter’s liability; provided, however, that if the latter Utility is found liable, the Shared Costs will be allocated among the Utilities pursuant to the FCAR. The arbitrators shall not have the right to:

enforce an allocation;

award damages or punitive damages;

grant injunctive relief or specific performance; or

require any Utility to follow a specific work plan or course of remediation for a particular site.

6.12

It is the hope and intention of the parties that common questions of fact and law will not need to be arbitrated at each site and that after one or two arbitrations the parties will be able to stipulate as to such common questions. Notwithstanding the foregoing, the doctrines of collateral estoppel and res judicata shall not be applicable to any arbitration.

Interest.

7.1

The parties agree that prejudgment interest shall be available to the Utility which is finally determined to have paid as its Interim Cost Allocation more than its proportionate share of the final allocated Shared Costs. For example, if a Utility pay 50% of the interim allocated costs and the final Shared Costs allocated to that Utility represent 40% of that total, the Utility would be entitled to interest on 10% of the interim allocated costs from the date of payment of such costs.

7.2

Interest shall be based on the U.S. Treasury rate for three year notes in effect from time to time from the date of this Agreement, plus 50 basis points.

7.3

Interest shall not be paid on amounts already incurred prior to the date of this Agreement by both parties as set forth in small subparagraphs a) and b) of Section 3.2 of this Agreement.

7.4

The interest rate set forth in Section 7.2 shall also apply as post judgment until the judgment is paid.

Performance of Activities at a Site.

If the Utilities decide to incur costs at a site pursuant to the terms of this Agreement, they shall:

select mutually acceptable consultants for the performance of services agreed to by the Utilities;

decide whether one Utility will act as the coordinator of agreed upon activities involving the site (referred to as the Coordinator/Utility in Attachment C) provided, however, that if a coordinator is selected, both Utilities will participate in any significant decision making as more fully set forth in Attachment C;

exchange their technical information regarding that site;

cooperate reasonably with each other regarding agreed upon activities involving the site as more fully set forth in Attachment C;

each Utility will sign as a cogenerator of any manifests needed involving the removal of waste;

cooperate reasonably with each other in any proceedings (including prudence reviews), regarding the recovery from ratepayer, insurance carriers, or other third parties of costs incurred pursuant to this Agreement, which cooperation shall include: (i) providing documents and information regarding costs incurred and activities performed under this Agreement; and (ii) allowing employees to testify regarding such costs and activities; provided, however, that no Utility shall be required to disclose work product of or communications with the Utility’s legal counsel.

Reservation of Rights.

This Agreement shall not constitute, nor be interpreted, construed or used as evidence of any admission of liability, law or fact, or a waiver of any right or defense, provided, however, that:

except as provided in Section 1 above, during the term of this Agreement, neither of the Utilities may commence litigation against the other regarding claims associated with manufactured gas plants that arise from, or are related to, any of the sites on the Site List unless suit is brought by a third party or government agency against a Utility concerning a site on the Site List, in which case all claims, cross claims or third-party claims may be brought by each Utility against the other; provided, however, that to the maximum extent possible the Utilities shall attempt to resolve their differences under the terms of this Agreement;

neither Edison nor NI-Gas will assert in any proceeding any challenges to costs that the Utilities agreed to incur after the date of this Agreement or for costs identified under Section 3 of this Agreement, including, but not limited to, challenges to the reasonableness of the costs or assertions that the costs were not consistent with the National Contingency Plan;

during the term of the Agreement, this Agreement tolls the statute of limitations for any cause of action that Edison or NI-Gas may have against each other regarding possible remediation arising from or relating to any of the sites on the Site List.

10.

Settlement Negotiations.

The Utilities agree that all activities undertaken pursuant to this Agreement constitute negotiations for the purpose of compromise and settlement. Neither the fact of participation of either Utility in the Agreement, nor any documents or other information generated by either Utility or by the arbitrators pursuant to this Agreement, may be introduced as evidence in any other proceeding, except in proceedings regarding a request for regulatory approval of the Agreement, or the recovery from ratepayers, insurance carriers or other third parties (collectively, “Third Party Proceeding”) of costs incurred pursuant to this Agreement and except for those documents or such information which is in the public domain or obtainable in accordance with the following provisions of this section. The arbitrators shall be prohibited from testifying on matters related to an MGP site subject to arbitration under this Agreement or to this Agreement, in any judicial or administrative proceeding, except for Third Party Proceedings and except in proceedings to enforce the arbitration judgment. No Utility may call as a witness, or seek discovery from, the arbitrators, or any of the arbitrators’ partners, agents, employees, or representatives, in any judicial or administrative proceeding, except for Third Party Proceedings related to an MGP site subject to arbitration under this Agreement, or to this Agreement. Nothing in this Agreement shall be construed to prohibit a Utility from using that Utility’s own documents, publicly available documents or documents otherwise available to the Utility other than from activities conducted under this Agreement, in any judicial or administrative proceeding. Nothing in this Agreement shall be construed to limit or otherwise affect the discovery rights of any Utility to the Agreement against the other in any other proceeding with respect to documents or information not generated by the arbitrators.

11.

Confidentiality.

Except as provided to the contrary in Section 10, each Utility agrees that all documents and information marked confidential and received from the other Utility or its counsel, pursuant to the Agreement, and all reports and communications from the arbitrator, shall be held in strict confidence by the receiving Utility.

Each Utility shall take all necessary and appropriate measures to ensure that any person who is granted access to any documents or information received pursuant to this Agreement is familiar with the confidentiality terms of this Agreement and complies with the confidentiality obligation.

The confidentiality obligations of the Utility shall remain in full force and effect, without regard to whether a Utility terminates the Agreement, or this Agreement results in a final allocation among the parties. The provisions of this section shall not apply to information which is now or hereafter becomes public knowledge without violation of the Agreement, which is sought and obtained from a Utility pursuant to applicable discovery procedures and not otherwise protected from disclosure, which is available to a Utility other than from activities conducted under this Agreement, or which a Utility is required by law to disclose (provided that the disclosing Utility notifies the other Utility of such disclosure).

The submission of document or information to the arbitrators does not constitute a waiver of any Utility’s right to argue that such documents or information are not discoverable in another proceeding.

12.

Preservation of Privilege.

Each Utility agrees that the disclosure of any documents or information to the arbitrators or to another Utility shall not be deemed a waiver of the attorney-client privilege, work product, joint defense or self-evaluation or any other privilege by the Utility providing the documents or information.

13.

New Parties.

The Utilities may make provision for the addition of new parties after the effective date of this Agreement. The Utilities may impose such additional terms and conditions upon prospective new parties as may be agreed to by the Utilities.

14.

Termination.

Either of the Utilities may terminate this Agreement upon sixty (60) days written notice to the other, provided that:

any arbitration proceeding begun prior to the termination of this Agreement shall be concluded in accordance with this Agreement, notwithstanding the intervening termination;

any obligations the Utilities have incurred to third parties (e.g., contractors, government agencies) in accordance with this Agreement will not be terminated, and such obligations will be fulfilled in accordance with the terms of this Agreement, unless both Edison and NI-Gas agree to such termination;

The following sections of this Agreement shall survive termination: Section 6.10, 6.11, 7, 8(f), 9, 10, 11, 12, 15, 17, 19 through 23, and Sections 2.5 and 4.5 of Attachment C.

15.

Nature of Agreement.

Nothing herein shall be deemed to create a partnership, joint venture or principal/agent relationship between Edison and NI-Gas.

16.

Entire Agreement.

This Agreement and Attachments hereto (which Attachments are part of this Agreement) constitute the entire understanding of Edison and NI-Gas with respect to the Agreement’s subject matter. No modification may be made to this Agreement except one signed by both Utilities which expressly states that it is a modification of the Agreement.

17.

Audit.

The Non-Coordinator/Utility, upon written notice to Coordinator/Utility thirty days in advance, shall have the right to audit the accounts and records of Coordinator/Utility and/or its contractors relating to the accounting hereunder for any calendar year, within the twenty-four month period following the end of such calendar year. Provided, however, that the Non-Coordinator/Utility must take written exception to and make claim upon the Coordinator/Utility for all discrepancies disclosed by said audit within said twenty-four month period. Where there are two or more Non-Coordinators/Utilities, the Non-Coordinators/Utilities shall make every reasonable effort to conduct joint or simultaneous audits in a manner which will result in a minimum of inconvenience to the Coordinator/Utility.

In the event that the Coordinator/Utility is required by law or under the Agreement to employ a public accounting firm to audit the records of the activities for which the Utility is the Coordinator/Utility, the cost thereof shall be a Shared Cost, and a copy of the audit shall be furnished to each Utility.

Except in the event that an audit is conducted under subparagraph b above, the cost shall be borne by the Non-Coordinator/Utility.

If the Coordinator/Utility is subject to an audit required by the Illinois Commerce Commission, it shall notify the other Utility prior to the commencement of such audit.

18.

Alternative Dispute Resolution.

If the Utilities cannot reach agreement on any issue arising in connection with this Agreement, they will consider using alternative dispute resolution- -including, but not limited to, mediation, arbitration, or reliance upon the decision of a mutually acceptable environmental consultant- -to resolve such dispute.

19.

Successors and Assigns.

This Agreement shall be binding upon the successors and assigns of the Utilities; provided that no Utility can assign its rights under the Agreement without the other Utility’s consent.

20.

Law.

This Agreement shall be interpreted under the laws of the State of Illinois.

21.

Severability.

If any provision of this Agreement is deemed invalid or unenforceable, the balance of this Agreement shall remain in full force and effect.

22.

Effective Date, Method of Execution.

The effective date of this Agreement shall be October 28, 1993. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23.

Nonwaiver.

Nothing in this Agreement shall be construed to waive any rights, claims, privileges, or defenses which any Utility shall have against any other Utility or any other person or entity.

24.

Exchange of Insurance Policies. If one Utility learns of the existence of a general liability insurance policy which it believes may provide coverage to the other Utility with regard to an MGP Site, the former shall notify the latter of such a policy.

25.

Captions.

The captions in this Agreement are for convenience only and shall not affect the construction or interpretation of any term or provision hereof.

26.