INTER-COMPANY POWER AGREEMENT

EXHIBIT 10.70

MODIFICATION NO. 13

TO

INTER-COMPANY POWER AGREEMENT

DATED JULY 10, 1953

AMONG

OHIO VALLEY ELECTRIC CORPORATION,

ALLEGHENY ENERGY SUPPLY COMPANY, L.L.C.

(successor to West Penn Power Company)

APPALCAHIAN POWER COMPANY (formerly

APPALACHIAN ELECTRIC POWER COMPANY),

THE CINCINNATI GAS & ELECTRIC COMPANY,

COLUMBUS SOUTHERN POWER COMPANY (formerly

COLUMBUS AND SOUTHERN OHIO ELECTRIC

COMPANY),

THE DAYTON POWER AND LIGHT COMPANY,

INDIANA MICHIGAN POWER COMPANY (formerly

INDIANA & MICHIGAN ELECTRIC COMPANY),

KENTUCKY UTILITIES COMPANY, LOUISVILLE GAS

AND ELECTRIC COMPANY MONONGAHELA POWER

COMPANY, OHIO EDISON COMPANY,

OHIO POWER COMPANY (formerly THE OHIO

POWER COMPANY),

PENNSYLVANIA POWER COMPANY,

THE POTOMAC EDISON COMPANY,

SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, and

THE TOLEDO EDISON COMPANY.

Dated as of May 24, 2000

MODIFICATION NO. 13

TO

INTER-COMPANY POWER AGREEMENT

THIS AGREEMENT dated as of the 24 ^th day of May, 2000, by and among OHIO VALLEY ELECTRIC CORPORATION (herein called “OVEC” or “Corporation”), ALLEGHENY ENERGY SUPPLY COMPANY, L.L.C. (successor to WEST PENN POWER COMPANY), APPALACHIAN POWER COMPANY, THE CINCINNATI GAS & ELECTRIC COMPANY, COLUMBUS SOUTHERN POWER COMPANY (formerly COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY), THE DAYTON POWER AND LIGHT COMPANY, INDIANA MICHIGAN POWER COMPANY (formerly INDIANA & MICHIGAN ELECTRIC COMPANY), KENTUCKY UTILITIES COMPANY, LOUISVILLE GAS AND ELECTRIC COMPANY, MONONGAHELA POWER COMPANY, OHIO EDISON COMPANY, OHIO POWER COMPANY, PENNSYLVANIA POWER COMPANY, THE POTOMAC EDISON COMPANY, SOUTHERN INDIANA GAS AND ELECTRIC COMPANY and THE TOLEDO EDISON COMPANY, all of the foregoing, other than OVEC, being herein sometimes collectively referred to as the Sponsoring Companies and individually as

a Sponsoring Company.

WITNESSETH THAT

WHEREAS, Corporation and the United States of America have heretofore entered into Contract No. AT-(40-1)-1530 (redesignated Contract No. E-(40-1)-1530 later redesignated Contract No. EY-76-C-05-1530 and later redesignated Contract No. DE-AC05-76OR01530), dated October 15, 1952, providing for the supply by Corporation of electric utility services to the United States Atomic Energy Commission (hereinafter called “AEC”) at AEC’s project near Portsmouth, Ohio (hereinafter called the “Project”), which Contract has heretofore been modified by Modification No. 1, dated July 23, 1953, Modification No. 2, dated as of March 15, 1964, Modification No. 3, dated as of May 12, 1966, Modification No. 4, dated as of January 7, 1967, Modification No. 5, dated as of August 15, 1967, Modification No. 6, dated as of November 15, 1967, Modification No. 7, dated as of November 5, 1975, Modification No. 8, dated as of June 23, 1977, Modification No. 9, dated as of July 1, 1978, Modification No. 10, dated as of August 1, 1979, Modification No. 11, dated as of September 1, 1979, Modification No. 12, dated as of August 1, 1981, Modification No. 13, dated as of September 1, 1989, Modification No. 14, dated as of January 15, 1992, Modification No. 15, dated as of February 1, 1993, and Modification No. 16, dated as of January 1, 1998 (said Contract, as so modified, is hereinafter called the “DOE Power Agreement”); and

WHEREAS, pursuant to the Energy Reorganization Act of 1974, the AEC was abolished on January 19, 1975 and certain of its functions, including the procurement of electric utility services for the Project, were transferred to and vested in the Administrator of Energy Research and Development; and

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WHEREAS, pursuant to the Department of Energy Organization Act, on October 1, 1977, all of the functions vested by law in the Administrator of Energy Research and Development or the Energy Research and Development Administration were transferred to, and vested in, the Secretary of Energy, the statutory head of the Department of Energy (hereinafter called “DOE”); and

WHEREAS, the parties hereto have entered into a contract, herein called the “InterCompany Power Agreement,” dated July 10, 1953, governing, among other things, (a) the supply by the Sponsoring Companies of Supplemental Power in order to enable Corporation to fulfill its obligations under the DOE Power Agreement, and (b) the rights of the Sponsoring Companies to receive Surplus Power (as defined in the Agreement identified in the next clause in this preamble) as may be available at the Project Generating Stations and the obligations of the Sponsoring Companies to pay therefor; and

WHEREAS, the Inter-Company Power Agreement has heretofore been amended by Modification No. 1, dated as of June 3, 1966, Modification No. 2 dated as of January 7, 1967, Modification No. 3, dated as of November 15, 1967, Modification No. 4, dated as of November 5, 1975, Modification No. 5, dated as of September 1, 1979, Modification No. 6, dated as of August 1, 1981, Modification No. 7, dated as of January 15, 1992, Modification No. 8, dated as of January 19, 1994, Modification No. 9, dated as of August 17, 1995, Modification No. 10, dated as of January 1, 1998, Modification No. 11, dated as of April 1, 1999, and Modification No. 12, dated as of November 1, 1999 (said contract so amended and as

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modified and amended by this Modification No. 13 being herein and therein sometimes called the “Agreement”); and

WHEREAS, it is the goal of OVEC to assist its Sponsoring Companies during the summer of 2000 by making available to them additional power and energy; and

WHEREAS, additional power would be made available as a result of reductions by DOE of its contractual entitlement to power from OVEC; and

WHEREAS, it is desired that DOE release a portion of its contractual entitlement to OVEC power and energy in exchange for payments based on the value of such power and energy; and

WHEREAS, OVEC and the Sponsoring Companies desire to enter into this Modification No. 13 as more particularly hereinafter provided;

NOW, THEREFORE, the parties hereto agree with each other as follows:

1.                                        Delete subsections 1.0124, 1.0125 and 1.0126 of the Inter-Company Power Agreement and substitute therefore the following:

1.0124 “DOE Additional Power Release Period” means the calendar months from June 1 through September 30, 2000.

1.0125 “DOE Additional Power Release” means a reduction of the otherwise applicable DOE contract demand pursuant to this Section 1.0125, for any calendar month during a DOE additional Power Release Period.

1.0126 “Effective Date” means the date on which Corporation notifies DOE and the Sponsoring Companies that all conditions to effectiveness, including all required waiting periods and all required regulatory acceptances or approvals, of the arrangements for a DOE Additional Power Release and

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reimbursement of Corporation for costs associated with such release, have been satisfied.

2.                                      Delete subsection 5.05 of the Inter-Company Power Agreement and

substitute therefore the following:

5.05 Surplus Energy. Corporation shall make available to each Sponsoring Company Surplus Energy in proportion to said Sponsoring Company’s Surplus Power Reservation, provided that when (a) the DOE’s contractual entitlement to power from OVEC has been reduced and (b) one or more of the Sponsoring Companies have agreed to assume responsibility for the charges associated with such reduction in exchange for the right to receive Surplus Power made available thereby, the Sponsoring Companies which have assumed responsibility for the charges associated with such reduction shall have first priority to Surplus Energy up to the amounts of their respective entitlements to Surplus Power made availabl