INTER-COMPANY POWER AGREEMENT

EXHIBIT 10.71

MODIFICATION NO. 14

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

and The Potomac Edison Company)

APPALACHIAN 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,

SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, and

THE TOLEDO EDISON COMPANY.

Dated as of April 1, 2001

MODIFICATION NO. 14

TO

INTER-COMPANY POWER AGREEMENT

THIS AGREEMENT dated as of the 1 ^st day of April, 2001, 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 and THE POTOMAC EDISON 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, 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 “Inter-Company 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 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, Modification No. 12, dated as of November 1, 1999, and Modification No. 13, dated as of May 24, 2000 (said contract so amended and as modified and amended by this Modification No. 14 being herein and therein sometimes called the “Agreement”); and

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WHEREAS, it is the goal of OVEC to assist its Sponsoring Companies 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 was agreed between DOE and Corporation that DOE would reduce its contractual entitlement to OVEC power and energy in exchange for Corporation’s agreement to relieve DOE of certain costs associated with additional facilities and replacements (“AFR”); and

WHEREAS, it was necessary to allocate to the Sponsoring Companies shares of the AFR costs which, as a result of Corporation’s agreement with DOE, will no longer be payable by DOE; and

WHEREAS, the Sponsoring Companies also wish to amend this Agreement to equalize the costs of surplus energy associated with the additional power being made available by DOE; and

WHEREAS, OVEC and the Sponsoring Companies desire to enter into this Modification No. 14 as more particularly hereinafter provided;

NOW, THEREFORE, the parties hereto agree with each other as follows: 1.            Delete subsection 1.0124 and substitute therefor the following:

1.0124 “DOE Settlement Capacity Surcharge Period” means the calendar months from June 1, 2001 through April 30, 2003.

2.              Delete subsection 1.0125 and substitute therefor the following:

1.0125 “DOE Settlement Energy Surcharge Period” means the calendar months from September 1, 2001 through April 30, 2003.

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3.            Delete subsection 1.0126 and substitute therefor the following:

1.0126 “Effective Date” means the date on which Corporation notifies the Sponsoring Companies that all conditions to effectiveness, including all required waiting periods and all required regulatory acceptances or approvals, of this Modification No. 14 have been satisfied.

4.            Delete subsection 6.01 and substitute therefor the following:

CHARGES FOR SURPLUS POWER AND ECAR EMERGENCY ENERGY, AND DOE SETTLEMENT SURCHARGES

6.01 Total Monthly Charge. The amount to be paid Corporation each month by the Sponsoring Companies for Surplus Power and Surplus Energy supplied under this Agreement shall consist of the sum of an energy charge, a demand charge and, if applicable, an emergency power surcharge, a DOE Settlement Capacity Surcharge and a DOE Settlement Energy Surcharge, all