EXHIBIT 10.2f
ADDITIONAL POWER CONTRACT
ADDITIONAL POWER CONTRACT, dated as of April 30, 1984,
between CONNECTICUT YANKEE ATOMIC POWER COMPANY ("Connecticut
Yankee"), a Connecticut corporation, and The United Illuminating
Company (the "Purchaser").
In consideration of the following understandings and the
respective undertakings of the parties, it is agreed as follows:
1. Basic Understandings.
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Connecticut Yankee was organized in 1962 to provide for the
supply of power to its sponsoring utility companies (including
the Purchaser). Connecticut Yankee constructed a nuclear electric
generating unit of the pressurized water type, having a maximum
net capability of approximately 582 megawatts electric, at a site
adjacent to the Connecticut River at Haddam, Connecticut (said
unit, together with the site and all related facilities owned or
to be owned by Connecticut Yankee, being referred to herein as
the "Unit"). On June 30, 1967, Connecticut Yankee was issued a
full-term, operating license for the Unit from the Atomic Energy
Commission (now the Nuclear Regulatory Commission which, together
with any successor agency or agencies, is hereafter called the
"NRC"), which license expires on May 26, 2004, and the Unit
commenced commercial operation on January 1, 1968.
The Unit is operated to supply power to the purchasers from
Connecticut Yankee (collectively the "Purchasers"), each of which
by a Power Contract dated as of July 1, 1964, as supplemented by
Supplementary Power Contracts dated as of March 1, 1978, such
Supplementary Power Contracts amended on August 22, 1980 and
October 15, 1982 (collectively the "Power Contracts"), has
undertaken to purchase a fixed percentage of the capacity and
output of the Unit for a term extending through December 31,
1997. The names of the Purchasers and their respective
percentages ("entitlement percentages") of the capacity and
output of the Unit are as follows:
Entitlement
Percentage
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The Connecticut Light and Power Company. . . . . . . . . . .34.5%
New England Power Company. . . . . . . . . . . . . . . . . .15.0
Western Massachusetts Electric Company . . . . . . . . . . . 9.5
The United Illuminating Company. . . . . . . . . . . . . . . 9.5
Boston Edison Company. . . . . . . . . . . . . . . . . . . . 9.5
Central Maine Power Company. . . . . . . . . . . . . . . . . 6.0
Public Service Company of New Hampshire. . . . . . . . . . . 5.0
Montaup Electric Company . . . . . . . . . . . . . . . . . . 4.5
Cambridge Electric Light Company . . . . . . . . . . . . . . 4.5
Central Vermont Public Service Corporation . . . . . . . . . 2.0
The Power Contracts have been supplemented most recently by
Second Supplementary Power Contracts, dated as of April 30, 1984,
between Connecticut Yankee and each of the Purchasers (the
"Second Supplementary Power Contracts"). The Second Supplementary
Power Contracts provide for the collection of funds to defray the
ultimate cost of decommissioning the Unit and to provide an
allowance for potential taxes payable by Connecticut Yankee with
respect to the decommissioning fund.
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Connecticut Yankee and the Purchasers desire to provide for
the orderly continuation of the sale and purchase of the capacity
and output of the Unit during the useful life of the Unit to the
extent that such useful life continues beyond the termination
date of the Power Contracts and the Second Supplementary Power
Contracts and to provide appropriate provisions for the
collection of funds for, and the payment of, decommissioning
costs and any other costs, including potential taxes, with
respect to the Unit during and after the useful life of the Unit.
Connecticut Yankee and the other Purchasers are entering into
Additional Power Contracts which are identical to this contract
except for necessary changes in the names of the
parties.
2. Effective Date, Term and Waiver.
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This contract shall become effective upon receipt by the
Purchaser of notice that Connecticut Yankee has entered into
Additional Power Contracts, as contemplated by Section 1 above,
with each of the other Purchasers. The operative term of this
contract shall commence on January 1, 1998 notwithstanding the
fact that the useful service life of the Unit may have been
terminated prior to that date, and shall terminate upon the later
to occur of (i) 30 days after the date on which the last of the
financial obligations of Connecticut Yankee which constitute
elements of the payment calculated pursuant to Section 7 of this
contract has been extinguished by Connecticut Yankee, or (ii) 30
days after the date on which Connecticut Yankee is finally
relieved of any obligations under the last of any licenses
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(operating and/or possessory) which it now holds from, or which
may hereafter be issued to it by, the NRC with respect to the
Unit under applicable provisions of the Atomic Energy Act of
1954, as amended from time to time (the "Act").
Connecticut Yankee and the Purchaser acknowledge that, if
the useful service life of the Unit is terminated prior to
January 1, 1998, then only the provisions of this contract
applicable to decommissioning of the Unit will apply during the
operative term of this contract.
The Purchaser hereby irrevocably waives its right to extend
the contract term of its Power Contract pursuant to subsections
(a) or (b) of Section 8 thereof.
3. Operation and Maintenance of the Unit.
-------------------------------------
Connecticut Yankee will operate and maintain the Unit in
accordance with good utility practice under the circumstances and
all applicable law, including the applicable provisions of the
Act and of any licenses issued thereunder to Connecticut Yankee.
Within the limits imposed by good utility practice under the
circumstances and applicable law, the Unit will be operated at
its maximum capability and on a long hour use basis.
Outages for inspection, maintenance, refueling and repairs
and replacements will be scheduled in accordance with good
utility practice and insofar as practicable shall be mutually
agreed upon by Connecticut Yankee and the Purchaser. In the event
of an outage, Connecticut Yankee will use its best efforts to
restore the Unit to service as promptly as practicable.
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4. Decommissioning.
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After commercial operation of the Unit permanently ceases,
Connecticut Yankee will decommission the Unit in a manner
authorized by Connecticut Yankee's board of directors and
approved by the NRC in accordance with the Act and the rules and
regulations thereunder then in effect and by any agency having
jurisdiction over decommissioning of the Unit.
It is understood that, pursuant to the Second Supplementary
Power Contracts, the Purchasers are currently being billed for
Total Decommissioning Costs which, as of the date of this
contract, are being accumulated in a separate fund which was
established for the purpose of reimbursing Connecticut Yankee for
Decommissioning Expenses incurred in the process of
decommissioning the Unit and that such xxxxxxxx are subject to
change in accordance with the provisions of the Second
Supplementary Power Contracts, subject to the jurisdiction of the
Federal Energy Regulatory Commission or any successor agency
thereto (the "FERC"). It is contemplated that sufficient funds
will be accumulated pursuant to those contracts and paragraph 7
hereof to make payment to reimburse Connecticut Yankee for the
full cost of decommissioning the Unit.
5. Purchaser's Entitlement.
-----------------------
The Purchaser will, throughout the term of this contract, be
entitled and obligated to take its entitlement percentage of the
capacity and net electrical output of the Unit, at whatever level
the Unit is operated or operable, whether more or less than 582
megawatts electric.
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6. Deliveries and Metering.
-----------------------
The Purchaser's entitlement percentage of the output of the
Unit will be delivered to and accepted by the Purchaser at the
step-up substation at the site. All deliveries will be made in
the form of 3-phase, 60 cycle, alternating current at a nominal
voltage of 345,000 volts. The Purchaser will make its own
arrangements for the transmission of its entitlement percentage
of the output of the Unit.
Connecticut Yankee will supply and maintain all necessary
metering equipment for determining the quantity and conditions of
supply of deliveries under this contract, will make appropriate
tests of such equipment in accordance with good utility practice
and as reasonably requested by the Purchaser, and will maintain
the accuracy of such equipment within reasonable limits.
Connecticut Yankee will furnish the Purchaser with such summaries
of meter readings as the Purchaser may reasonably request.
7. Payment.
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With respect to each month commencing on or after January 1,
1998, the Purchaser will pay Connecticut Yankee an amount equal
to the Purchaser's entitlement percentage of the sum of (a) the
Total Decommissioning Costs for the month with respect to the
Unit, plus (b) Connecticut Yankee's total operating expenses for
the month with respect to the Unit, plus (c) an amount equal to
one-twelfth of the composite percentage for such month of the net
Unit investment as most recently determined in accordance with
this Section 7.
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"Composite percentage" shall be computed as of the last day
of each month during the term hereof (the "computation date") and
for any month the composite percentage shall be that computed as
of the last day of the previous month. "Composite percentage" as
of a computation date shall be the sum of (i) the equity
percentage as of such date multiplied by the ratio which the
equity investment with respect to the Unit, as of such date, is
to the total capital as of such date; plus (ii) the "effective
interest rate" per annum of each principal amount of long-term
debt outstanding on such date for money borrowed with respect to
the Unit, multiplied by the ratio which such principal amount is
to total capital as of such date; plus (iii) the "effective
dividend rate" per annum of each series of preferred stock
outstanding as of such date with respect to the Unit multiplied
by the ratio which the amount at which such preferred stock would
be reflected on a balance sheet of Connecticut Yankee is to total
capital as of such date. The "effective interest rate" of each
principal amount of long-term debt referred to in clause (ii)
will reflect the annual interest requirements and to the extent
applicable, amortization of issue expenses, discounts and
premiums, sinking fund call premiums, expenses and discounts,
refunding and retirement expenses, discounts and premiums, and
all other expenses applicable to the issue of such indebtedness.
The "effective dividend rate" of each series of preferred
stock referred to in clause (iii) will reflect the annual
dividend requirements applicable to each such series of preferred
stock.
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"Equity percentage" as of any date after commencement of the
operative term hereof shall be that percentage which was the
"equity percentage" applicable under the Power Contracts on the
last day of the term of the Power Contracts or such other
percentage as may from time to time thereafter be approved by the
FERC or any successor regulatory authority.
"Equity investment" as of any date shall consist of the sum
of (i) all amounts theretofore paid to Connecticut Yankee for all
common capital stock theretofore issued, plus all amounts paid to
Connecticut Yankee by any of its common stockholders as capital
contributions or advances, less the sum of any amounts paid by
Connecticut Yankee to its common stockholders in the form of
stock retirements, repurchases or redemptions, return of capital
or repayments of such contributions or advances; plus (ii) any
credit balance in the capital surplus account not included under
(i) and in the retained earnings account on the books of
Connecticut Yankee as of such date.
"Total capital" as of any date shall be the equity
investment with respect to the Unit, plus the total of the amount
which would be reflected on a balance sheet of Connecticut Yankee
for all other securities (excluding short term debt), including
long-term debt and preferred stock then outstanding with respect
to the Unit.
"Uniform System" shall mean the Uniform System of Accounts
prescribed by the FERC for Class A and Class B Public Utilities
and Licensees, as from time to time in effect.
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Connecticut Yankee's "operating expenses" shall include all
amounts properly chargeable to operating expense accounts, less
any applicable credits thereto, in accordance with the Uniform
System; however, excluding for purposes of this contract Total
Decommissioning Costs.
"Net Unit Investment" shall consist, in each case with
respect to the Unit, of (i) the aggregate amount properly
chargeable at the time in accordance with the Uniform System to
Connecticut Yankee's electric plant accounts (including
construction work in progress to the extent allowed by the FERC)
less the balance, if any, at the time of the accumulated
provision for depreciation, as determined in accordance with the
Uniform System (excluding any amounts specifically allowed by the
FERC to be so excluded); plus (ii) the aggregate amount properly
chargeable at the time in accordance with the Uniform System to
accounts representing materials and supplies; plus (iii) such
reasonable allowances for prepaid items and cash working capital
as may from time to time be determined by Connecticut Yankee and,
for purposes hereof, net Unit investment shall include, in
addition to all other amounts which may be includable therein
under this section, but without duplication, the aggregate amount
properly chargeable at the time in accordance with the Uniform
System to Connecticut Yankee's nuclear fuel accounts (other than
nuclear fuel in process of fabrication), less the balance at the
time of the accumulated provision for amortization of the cost of
nuclear fuel (excluding any amounts specifically permitted by the
FERC), all as determined in accordance with the Uniform System.
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The net Unit investment shall be determined as of the
commencement of each calendar year, or, if Connecticut Yankee
elects, at more frequent intervals.
"Total Decommissioning Costs" for any month shall mean the
sum of (x) an amount equal to all accruals in such month to any
reserve, as from time to time established by Connecticut Yankee
and approved by its board of directors, to provide for the
ultimate payment of the Decommissioning Expenses of the Unit plus
(y) Decommissioning Tax Liability for such month. It is
understood (i) that such funds may be held by Connecticut Yankee
or by an independent trust or other separate fund, as determined
by said board of directors, (ii) that, upon compliance with
Section 17 hereof, the amount, custody and/or timing of such
accruals may from time to time during the term hereof be modified
by said board of directors in its discretion or to comply with
applicable statutory or regulatory requirements or to reflect
changes in the amount, custody or timing of anticipated
Decommissioning Expenses, and (iii) that the use of the term "to
decommission" herein encompasses compliance with all requirements
(other than those relating to spent nuclear fuel) of the NRC for
permanent cessation of operation of a nuclear facility and any
other activities reasonably related thereto.
"Decommissioning Expenses" shall include:
(1) All costs and expenses of removing the Unit from
service, including without limitation, dismantling,
mothballing, removing radioactive material (excluding
spent nuclear fuel) to temporary and/or permanent
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storage sites, decontaminating, restoring and
supervising the site, and any costs and expenses
incurred in connection with proceedings before
governmental authorities relating to any authorization
to decommission the Unit or remove the Unit from
service:
(2) All costs of labor and services, whether directly or
indirectly incurred, including without limitation,
services of foremen, inspectors, supervisors,
surveyors, engineers, security personnel, counsel and
accountants, performed or rendered in connection with
the decommissioning of the Unit and the removal of the
Unit from service, and all costs of materials,
supplies, machinery, construction equipment and
apparatus acquired or used (including rental charges
for machinery, equipment or apparatus hired) for or in
connection with the decommissioning of the Unit and the
removal of the Unit from service, and all
administrative costs, including services of counsel and
financial advisers, of any applicable independent trust
or other separate fund; it being understood that any
amount, exclusive of proceeds of insurance, realized by
Connecticut Yankee as salvage on any machinery,
construction equipment and apparatus, the cost of which
was charged to Decommissioning Expense, shall be
treated as a reduction of the amounts otherwise
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chargeable on account of the costs of decommissioning
of the Unit; and
(3) All overhead costs applicable to the Unit during its
decommissioning period, including, without limiting the
generality of the foregoing, taxes (other than taxes on
or in respect of income), charges, licenses, excises
and assessments, casualties, surety bond premiums and
insurance premiums.
"Decommissioning Tax Liability" for any month shall be an
amount established by Connecticut Yankee and approved by its
board of directors to meet possible income tax obligations, which
amount shall not exceed: the amount to be included in the clause
(x) portion of Total Decommissioning Costs for such month
multiplied by a fraction whose numerator is equal to the combined
highest applicable statutory Federal and state marginal income
tax rate and whose denominator is equal to one minus the combined
highest statutory Federal and state marginal income tax rate.
Without limiting the generality of the foregoing, any other
amounts expended or to be paid with respect to decommissioning of
the Unit or removal of the Unit from service shall constitute
part of the Decommissioning Expenses if they are, or when paid
will be, either (i) properly chargeable to any account related to
decommissioning of a nuclear generating unit in accordance with
the Uniform System or generally accepted accounting principles as
then in effect, or (ii) properly chargeable to decommissioning of
a nuclear generating unit in accordance with then applicable
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regulations of the NRC or the FERC or any other regulatory agency
having jurisdiction.
8. Billing.
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Connecticut Yankee will xxxx the Purchaser, as soon as
practicable after the end of each month, for all amounts payable
by the Purchaser with respect to the particular month pursuant to
Section 7 hereof. Such bills will be rendered in such detail as
the Purchaser may reasonably request and may be rendered on an
estimated basis subject to corrective adjustments in subsequent
billing periods. All bills shall be due and payable when
rendered and any amount remaining unpaid 15 days following the
date of receipt of bills shall bear interest at an annual rate
equal to 2% in excess of the current prime rate then in effect at
The Connecticut Bank and Trust Company, National Association,
from the due date to the date payment is received by Connecticut
Yankee.
9. Decommissioning Fund.
--------------------
Connecticut Yankee agrees to cause an appropriate
decommissioning reserve to be maintained in accordance with
applicable regulatory requirements. Connecticut Yankee has
established an independent trust or other separate fund (the
"Connecticut Yankee Trust") which has the necessary powers to
hold and invest all funds collected for the decommissioning of
the Unit and to disburse the same to reimburse Connecticut Yankee
for such costs when actually incurred for decommissioning of the
Unit or removal of the Unit from service. If during the term of
the Connecticut Yankee Trust applicable legislation or
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regulations are promulgated which so permit or require, or an
alternative entity is created for funding decommissioning of the
Unit, the Connecticut Yankee Trust has the authority, with the
concurrence of Connecticut Yankee, to transfer its trust estate
to such newly authorized entity for the purpose of providing for
the decommissioning of the Unit or removal of the Unit from
service. Connecticut Yankee agrees to pay to, or cause to be
paid to, the Connecticut Yankee Trust or any successor trust
approved by the board of directors of Connecticut Yankee all
funds collected hereunder for the express purpose of
decommissioning the Unit or removing the Unit from service and
further agrees that, after the tax consequences of
decommissioning collections have been resolved, any funds
collected hereunder to meet Decommissioning Tax Liability which
are not used for that purpose will be refunded to the Purchaser.
10. Cancellation of Contract.
------------------------
If deliveries cannot be made to the Purchaser because either
(i) the Unit is damaged to the extent of being
completely or substantially completely destroyed, or
(ii) the Unit is taken by exercise of the right of
eminent domain or a similar right or power, or
(iii) (a) the Unit cannot be used because of
contamination, or because a necessary license or other
necessary public authorization cannot be obtained or is
revoked, or because the utilization of such a license
or authorization is made subject to specified
conditions which are not met, and (b) the situation
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cannot be rectified to an extent which will permit
Connecticut Yankee to make deliveries to the Purchaser
from the Unit;
then and in any such case, the Purchaser may cancel the
provisions of this contract, except that in all cases other than
those described in clause (ii) above, the provisions relating to
the payment of Total Decommissioning costs shall, whether or not
the Unit is operated or operable and notwithstanding any earlier
termination of the service life of the Unit, remain in full force
and effect until the expiration of the term hereof, it being
recognized that such costs represent deferred payments in
connection with power theretofore delivered by Connecticut Yankee
hereunder. Such cancellation shall be effected by written notice
given by the Purchaser to Connecticut Yankee. In the event of
such cancellation, all continuing obligations of the parties
hereunder as to subsequently incurred costs of Connecticut Yankee
other than the obligations relating to the payment and
application of Total Decommissioning Costs excluded from such
cancellation by the second preceding sentence, but including the
Purchaser's obligations to continue payments pursuant to clauses
(b) and (c) of the first paragraph of Section 7 hereof, shall
cease forthwith. Notwithstanding the foregoing, the applicable
provisions of this contract shall continue in effect after the
cancellation hereof to the extent necessary to permit final
xxxxxxxx and adjustments hereunder with respect to obligations
incurred through the date of cancellation and the collection
thereof. Any dispute as to the Purchaser's right to cancel this
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contract pursuant to the foregoing provisions shall be referred
to arbitration in accordance with the provisions of Section 13.
Notwithstanding anything in this contract elsewhere
contained, the Purchaser may cancel this contract or be relieved
of its obligations to make payments hereunder only as provided in
the next preceding paragraph of this Section 10. Further, if for
reasons beyond Connecticut Yankee's reasonable control,
deliveries are not made as contemplated by this contract,
Connecticut Yankee shall have no liability to the Purchaser on
account of such non-delivery.
11. Insurance.
---------
Connecticut Yankee presently has in effect, and hereafter
will at all times maintain until the expiration of the term
hereof, insurance to cover its "public liability" for personal
injury and property damage resulting from a "nuclear incident"
(as those terms are defined in the Act), with limits not less
than Connecticut Yankee may be required to maintain to qualify
for governmental indemnity under the Act and shall maintain an
indemnification agreement with the NRC as provided by the Act.
Connecticut Yankee will also at all time maintain such other
types of liability insurance, including workmen's compensation
insurance, in such amounts, as is customary in the case of other
similar electric utility companies, or as may be required by law.
Connecticut Yankee will at all times keep insured such
portions of the Unit as are of a character usually insured by
electric utility companies similarly situated and operating like
properties, against the risk of a "nuclear incident" and such
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other risks as electric utility companies, similarly situated and
operating like properties, usually insure against; and such
insurance shall to the extent available be carried in amounts
sufficient to prevent Connecticut Yankee from becoming a
coinsurer. Such insurance shall to the extent available be
carried in an amount at least equal to the original cost of the
insured facilities, less accrued depreciation thereon.
12. Audit.
-----
Connecticut Yankee's books and records (including metering
records) shall be open to reasonable inspection and audit by the
Purchaser.
13. Arbitration.
-----------
In case any dispute shall arise as to the interpretation or
performance of this contract which cannot be settled by mutual
agreement, such dispute shall be submitted to arbitration. The
parties shall if possible agree upon a single arbitrator. In case
of failure to agree upon an arbitrator within 15 days after the
delivery by either party to the other of a written notice
requesting arbitration, either party may request the American
Arbitration Association to appoint the arbitrator. The
arbitrator, after opportunity for each of the parties to be
heard, shall consider and decide the dispute and notify the
parties in writing of his decision. Such decision shall be
binding upon the parties, and the expenses of the arbitration
shall be borne equally by them.
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14. Regulation.
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This contract, and all rights, obligations and performance
of the parties hereunder, are subject to all applicable state and
Federal law and to all duly promulgated orders and other duly
authorized action of governmental authorities having jurisdiction.
15. Assignment.
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This contract shall be binding upon and shall inure to the
benefit of, and may be performed by, the successors and assigns
of the parties, except that no assignment, pledge or other
transfer of this contract by either party shall operate to
release the assignor, pledgor or transferor from any of its
obligations under this contract unless consent to the release is
given in writing by the other party, or, if the other party has
theretofore assigned, pledged or otherwise transferred its
interest in this contract, by the other party's assignee, pledgee
or transferee, or unless such transfer is incident to a merger or
consolidation with, or transfer of all or substantially all of
the assets of the transferor to, another Purchaser which shall,
as a part of such succession, assume all the obligations of the
transferor under this contract.
16. Right of Setoff.
---------------
The Purchaser shall not be entitled to set off against the
payments required to be made by it under this contract (i) any
amounts owed to it by Connecticut Yankee or (ii) the amount of
any claim by it against Connecticut Yankee. However, the
foregoing shall not affect in any other way the Purchaser's right
and remedies with respect to any such amounts owed to it by
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Connecticut Yankee or any such claim by it against Connecticut Yankee.
17. Amendments.
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Upon authorization by Connecticut Yankee's board of
directors of uniform amendments to all the Additional Power
Contracts, Connecticut Yankee shall have the right to amend the
provisions of Section 7 hereof by serving an appropriate
statement of such amendment upon the Purchaser and filing the
same with the FERC (or such other regulatory agency as may have
jurisdiction in the premises) in accordance with the provisions
of applicable laws and any rules and regulations thereunder, and
the amendment shall thereupon become effective on the date
specified therein, subject to any suspension order issued by such
agency. All other amendments to this contract shall be by mutual
agreement, evidenced by a written amendment signed by the parties hereto.
18. Interpretation.
--------------
The interpretation and performance of this contract shall be
in accordance with and controlled by the law of the State of
Connecticut.
19. Addresses.
---------
Except as the parties may otherwise agree, any notice,
request, xxxx or other communication from one party to the other,
relating to this contract, or the rights, obligations or
performance of the parties hereunder, shall be in writing and
shall be effective upon delivery to the other party. Any such
communication shall be considered as duly delivered when
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delivered in person or mailed by registered or certified mail,
postage prepaid, to the respective post office address of the
other party shown following the signatures of such other party
hereto, or such other address as may be designated by written
notice given as provided in this Section 19.
20. Corporate Obligations.
---------------------
This contract is the corporate act and obligation of the
parties hereto, and any claim hereunder against any stockholder,
director or officer of either party, as such, is expressly
waived.
21. All Prior Agreements Superseded.
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This contract represents the entire agreement between the
parties relating to the subject matter hereof during the
operative term hereof ( i.e., post-December 31, 1997), and all
previous agreements, discussions, communications and
correspondence with respect to the subject matter are hereby
superseded and are of no further force and effect.
22. Counterparts.
------------
This contract may be executed in any number of counterparts
and each executed counterpart shall have the same force and
effect as an original instrument and as if all the parties to all
of the counterparts had signed the same instrument. Any signature
page of this contract may be detached from any counterpart
without impairing the legal effect of any signatures thereon, and
may be attached to another counterpart of this contract identical
in form hereto but having attached to it one or more signature
pages.
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IN WITNESS WHEREOF, the parties have executed this contract
by their respective officers thereunto duly authorized as of the
date first above written.
CONNECTICUT YANKEE ATOMIC POWER COMPANY
By /s/ Xxxxxxx X. Xxx
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Its Senior Vice President
X.X. Xxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
THE UNITED ILLUMINATING COMPANY
By /s/ Xxxxx X. Xxxxx, Xx.
-------------------------------
Xxxxx X. Xxxxx, Xx.
Its President
00 Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxxx 00000
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