0000003673-02-000102 Sample Contracts

Contract
West Penn Power Co • April 22nd, 2002 • Electric services

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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WEST PENN POWER COMPANY STANDARD PURCHASE AGREEMENT PROVISIONS DEBT SECURITIES INCLUDING FORM OF PURCHASE AGREEMENT STANDARD PURCHASE AGREEMENT PROVISIONS DEBT SECURITIES
Penn Power Company Standard Purchase Agreement • April 22nd, 2002 • West Penn Power Co • Electric services • New York

From time to time the Company may enter into purchase agreements that provide for the sale of designated securities to the purchaser or purchasers named therein. The standard provisions set forth herein shall be incorporated by reference in such purchase agreement, a form of which is set forth in Schedule II attached hereto ("Purchase Agreement"). The Purchase Agreement, including the provisions incorporated therein by reference, is herein sometimes referred to as "this Agreement". Unless otherwise defined in Schedule I attached hereto, terms defined or set forth in the Purchase Agreement are used herein as therein defined.

EX. 4(a) WEST PENN POWER COMPANY, THE BANK OF NEW YORK and BANK ONE TRUST COMPANY, N.A. First Supplemental Indenture Dated as of April 22, 2002 Supplement to Indenture of West Penn Power Company dated as of May 15, 1995
West Penn Power Co • April 22nd, 2002 • Electric services • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 22, 2002 (the "First Supplemental Indenture") to an Indenture, dated as of May 15, 1995, among West Penn Power Company (the "Company"), a Pennsylvania corporation, The Bank of New York (the "Original Trustee"), a New York banking corporation, and Bank One Trust Company, N.A. (the "Series Trustee"), a national banking association. RECITALS WHEREAS, the Company and the Original Trustee entered into an Indenture (the "Indenture"), dated as of May 15, 1995; and WHEREAS, Section 901 of the Indenture provides that the Indenture may be amended without the consent of any Holder (i) to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of

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