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PENNSYLVANIA POWER COMPANY Schedule of Rates, Rules and Regulations for Electric Service For List of Communities Served,

See Pages 5 and 6

ISSUED: May 31, 2013

EFFECTIVE: June 1, 2013

Issued by Charles E. Jones, Jr. President 233 Frenz Drive New Castle, PA 16101

NOTICE

This Supplement Makes Changes to Existing Tariff -- See Ninety-third Revised Sheet No. 1

Pennsylvania Power Company

Supplement No. 99 to Electric Pa. P. U. C. No. 35 Ninety-third Revised Sheet No. 1 Canceling Ninety-second Revised Sheet No. 1 LIST OF MODIFICATIONS

Riders Changes made to Tables of Contents, Sheet No. 4 (See Twentieth Revised Sheet No. 4) and Energy Efficiency and Conservation Charge Rider (See Seventh Revised Sheet No. 60.1, Fifteenth Revised Sheet No. 60.2, Fourteenth Revised Sheet No. 60.3, and Original Sheet No. 60.3A).

Issued: May 31, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 59 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 2 Canceling Second Revised Sheet No. 2

TABLES OF CONTENTS Sheet Number List of Changes Made by This Tariff.................................................................................................................... Table of Contents.................................................................................................................................................. Index of Communities Served .............................................................................................................................. Definition of Terms and Explanation of Abbreviations........................................................................................ Standard Rules and Regulations: 1. 2. 3. 4. 5. 6. 7. 8. 9. Written Application or Contract Required..................................................................................................... Deposits ......................................................................................................................................................... Meter Reading Intervals ................................................................................................................................ Choice of Rate Schedules .............................................................................................................................. Temporary Service ........................................................................................................................................ Use of Service by Customer .......................................................................................................................... Combined Installations .................................................................................................................................. Application of Rate Schedules - Determination of Demand or Load ............................................................ Increased Loads ............................................................................................................................................. 12 12-14 15 15 15 16 16 16 17 17 17-18 18-19 19-20 20 20-21 21 21-22 22 23 23 23 23 23-26 26-29 29-32 32 1 2-4 5-6 7-11

10. Standby Service ............................................................................................................................................. 11. Billing and Bills Payable ............................................................................................................................... 12. Discontinuance and Reconnection of Service................................................................................................ 13. Description of Service to be Furnished.......................................................................................................... 14. Right-of Way, Tree Trimming, and Service Connections - General ............................................................. 15. Customers Wiring and Electrical Equipment ............................................................................................... 16. Change in Service Entrance Connections ...................................................................................................... 17. Meters, Transformers, and Other Equipment ................................................................................................ 18. Type of Motors and Control Devices ............................................................................................................ 19. Single-Phase Power Service .......................................................................................................................... 20. Notify Company of Any Defect in Electrical Supply .................................................................................... 21. Meter Testing................................................................................................................................................. 22. Access to Premises ........................................................................................................................................ 23. Extension of Lines General; Definitions; Taxes;........................................................................................ 24. Specific Line Extensions ............................................................................................................................... 25. Underground Electric Service in New Residential Developments ................................................................ 26. Merging of Agreements.................................................................................................................................

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Eighth Revised Sheet No. 3 Canceling Seventh Revised Sheet No. 3
TABLES OF CONTENTS (Continued) Sheet Number

Standard Rules and Regulations: (Continued) 27. Emergency Load Control................................................................................................................................. 28. Emergency Energy Conservation .................................................................................................................... 29. Consumer Standards and Billing Practices for Residential Service................................................................. 30. Residential Building Energy Conservation Standards ..................................................................................... 31. Pole Removal and Relocation Charges............................................................................................................ 32. Rate Schedules, Rules and Regulations Subject to Change............................................................................. 33. This Rule Intentionally Left Blank .................................................................................................................. 34. Changing Electric Suppliers ............................................................................................................................ 35. This Rule Intentionally Left Blank .................................................................................................................. 36. Payment Processing ......................................................................................................................................... 37. This Rule Intentionally Left Blank .................................................................................................................. 38. This Rule Intentionally Left Blank .................................................................................................................. 39. This Rule Intentionally Left Blank .................................................................................................................. 40. Data Preparations............................................................................................................................................. 41. Direct Phase-In Procedures.............................................................................................................................. 42. This Rule Intentionally Left Blank .................................................................................................................. 43. Code of Conduct.............................................................................................................................................. 44. Default Provider of Last Resort ....................................................................................................................... 45. Tax Indemnification......................................................................................................................................... Rate Schedules: Residential Service -- RS...................................................................................................................................... Residential Service -- RH ..................................................................................................................................... Controlled Water Heating Service -- WH............................................................................................................. General Service - Small -- GS .............................................................................................................................. General Service - Medium -- GM......................................................................................................................... General Service - Primary -- GP........................................................................................................................... General Service - Transmission -- GT .................................................................................................................. Private Outdoor Lighting Service -- PLS.............................................................................................................. Street Lighting Service (Sodium Vapor) -- SV..................................................................................................... Street Lighting Service (Sodium Vapor - Divided Ownership) -- SVD ............................................................... (Blank) Street Lighting Service (Mercury Vapor) -- SM................................................................................................... Purchase of Energy From Cogeneration and Small Power Production Facilities ................................................. 39.1-39.5 40.1-40.4 41.1-41.3 42.1-42.9 43.1-43.5 44.1-44.6 45.1-45.6 46.1-46.4 47.1-47.3 48.1-48.3 49.1-49.2 50.1-50.2 51.1-51.2 32 32-33 33 33 34-35 35 35 35 35 35-36 36 36 36 37 37 37 38 38 38

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 99 to Electric Pa. P. U. C. No. 35 Twentieth Revised Sheet No. 4 Canceling Nineteenth Revised Sheet No. 4

TABLES OF CONTENTS (Continued) Sheet Number Riders: State Tax Adjustment Surcharge -- Rider A............................................................................... Residential Service -- Optional Controlled Service Rider.......................................................... General Service - Service Voltages -- Optional Controlled Service Rider................................. General Service -- Economic Development Rider I ................................................................... Economic Development Rider -- Definition of Terms ............................................................... General Service -- Partial Service Rider..................................................................................... General Service -- Industrial Development Assistance Rider .................................................... Universal Service Cost Rider ..................................................................................................... Community and Customer Partnership Provision: Facility and Financing Assistance Arrangement (FFAA) .......................................................... Public or Non-Profit Organization Rate (PNP) .......................................................................... Business Development Rate (BD).............................................................................................. Commercial and Industrial Optional Heating Rate (OH) ........................................................... Energy Efficiency & Conservation Charge Rider ...................................................................... Consumer Education Charge Rider ............................................................................................ Smart Meter Technologies Charge Rider ................................................................................... Default Service Support Rider.................................................................................................... Blank ....................................................................................................................................... Hourly Pricing Service Default Service Rider............................................................................ Net Metering Rider..................................................................................................................... 52.1 53.1-53.2 54.1-54.3 55.1-55.3 55.4-55.5 56.1-56.4 57.1 58.1-58.3 59.1 59.2-59.4 59.5 59.6-59.7 60.1-60.3A 60.4-60.6 61.1-61.4 62.1-62.7 63.1 64.1-64.5 65.1-65.4

Solar Photovoltaic Requirements Charge Rider Price to Compare Default Service Rate Rider ............................................................................ Phase II Energy Efficiency and Conservation Charge Rider

70.1-70.4 71.1-71.8 74.1-74.5

Issued: May 31 2013

Effective: June 1, 2013

Pennsylvania Power Company INDEX OF COMMUNITIES SERVED

Electric Pa. P. U. C. No. 35 Original Sheet No. 5

ALLEGHENY COUNTY Boroughs Town Townships Bradford Woods McCandless Marshall Franklin Park Pine Ross

BEAVER COUNTY Boroughs Townships Big Beaver Darlington Chippewa Darlington Homewood Koppel Franklin Marion BUTLER COUNTY Boroughs Callery Connoquenessing Evans City Adams Connoquenessing Harmony Mars Seven Fields Cranberry Forward Valencia Zelienople Jackson Lancaster New Galilee North Sewickley South Beaver

Townships

CRAWFORD COUNTY Borough Townships Conneaut Lake East Fallowfield West Fallowfield Sadsbury North Shenango South Shenango West Shenango Summit

City Boroughs

Townships

LAWRENCE COUNTY New Castle Bessemer New Beaver Ellwood City New Wilmington Ellport SNPJ Enon Valley South New Castle Hickory Plain Grove Little Beaver Pulaski Mahoning Scott Neshannock Shenango North Beaver Slippery Rock Perry Taylor

Volant Wampum Union Washington Wayne Wilmington

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company INDEX OF COMMUNITIES SERVED (Continued)

Electric Pa. P. U. C. No. 35 Original Sheet No. 6

MERCER COUNTY Cities Boroughs Hermitage Clark Fredonia Greenville Grove City Jackson Center Cool Spring Deer Creek Delaware Fairview Findley French Creek Greene Hempfield Jackson Jefferson Lackawannock Farrell Jamestown Mercer New Lebanon Sandy Lake Sharpsville E. Lackawannock Lake Liberty Mill Creek New Vernon Otter Creek Perry Pine Pymatuning South Pymatuning Sharon Sheakleyville Stoneboro West Middlesex Wheatland Salem Sandy Creek Sandy Lake Shenango Springfield Sugar Grove West Salem Wilmington Wolf Creek Worth

Townships

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 7 Canceling Fourth Revised Sheet No. 7

DEFINITION OF TERMS AND EXPLANATION OF ABBREVIATIONS Act 129 An act amending Title 66 of the Pennsylvania Consolidated Statues. Aggregator--An entity, licensed by the Commission, that purchases electric energy and takes title to electric energy as an intermediary for sale to retail customers. (C) Alternative Energy Portfolio Standards (AEPS) Standards requiring that a certain amount of electric energy sold from alternative energy sources be included as part of the sources of electric utilities within the Commonwealth of Pennsylvania in accordance with the Alternative Energy Portfolio Standards Act, 73 P.S. 1648.1-1648.8, (AEPS Act)as may be amended from time to time. Basic ServicesServices necessary for the physical delivery of electricity including transmission and distribution. Billing Month--The period between two successive monthly meter readings taken, as nearly as practicable, on the same day of each calendar month. Broker--An entity, licensed by the Commission, that acts as an agent or intermediary in the sale and purchase of electric energy but that does not take title to electric energy. CAP - Customer Assistance Program Commercial Customer Classes-- Rate Schedules GS (excluding GS Special Rule GSDS), GS Optional Controlled Service Rider, PNP, GM, GM Optional Controlled Service Rider, PLS, SV, SVD, SM, OH With Cooling Capabilities, OH Without Cooling Capabilities, and WH Non-Residential. Commission--The Pennsylvania Public Utility Commission Company--Pennsylvania Power Company Competitive Energy Supply Energy and capacity, transmission and ancillary services provided by an Electric Generation Supplier pursuant to Customer Choice and Competition Act. Connected Load--A customer's connected load is the sum of the continuous rated capacities, or in the absence of such rated capacities, the maximum kVA demand, of all energy consuming devices on his premises for the ultimate use of the energy furnished by an EDC or an EGS, expressed in kilowatts or horsepower. Consumer--A retail electric customer or potential customer of retail electricity service. Consumer Contract--The written disclosure statement of the terms of service between a customer and an EGS which satisfies the definition of consumer contract set forth at 73 P.S. 2203. Customer - A retail electric customer.

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Sixth Revised Sheet No. 8 Canceling Fifth Revised Sheet No. 8

DEFINITION OF TERMS AND EXPLANATION OF ABBREVIATIONS (Continued) Customer Choice and Competition Act (Act) The Electricity Generation Customer Choice and Competition Act, 66 Pa. 2801-2812, as amended by Act 129 of 2008, P.L. 1592. Customer InformationWritten, oral or electronic communications used by electricity providers to communicate to consumers prices and terms of service. (C) (C)

(C) Default Service--Service provided by the Company to Customers that: 1.) are not eligible to obtain Competitive Energy Supply, 2.) choose not to obtain Competitive Energy Supply, 3.) return to Default Service after having obtained Competitive Energy Supply, or 4.) contract for Competitive Energy Supply from an EGS that fails to deliver such energy or energy and capacity. Demand or Load--The load at the receiving terminals averaged over a specified interval of time expressed in kilowatts or kilovolt-amperes. (C) Delivery Service--Provision by the Company of services for the distribution of electric energy. Distribution Charges--Basic service charges for delivering electricity over a distribution system to the home or business from the transmission system. These charges include basic service under 56.15(4) (relating to Billing Information) and universal service, as applicable. Distribution Costs--All costs directly or indirectly incurred to provide distribution services to retail electric customers. This includes the return of and return on facilities and other capital investments necessary to provide distribution services and associated operating expenses, including applicable taxes. Discontinuance of Service--The removal of a customer's meter and/or service wires or the de-energizing of a meter. (C) Electric Distribution Company (EDC)--The public utility providing facilities for the jurisdictional transmission and distribution of electricity to retail customers, except building or facility owners or operators that manage the internal distribution system serving such building or facility and that supply electric power and other related electric power services to occupants of the building or facility. Electric Generation Supplier (EGS)-- Any person, corporation, or other entity that has received a certification from the Commission that it is eligible and licensed to supply electric energy, capacity and transmission services to Customers in the Companys service territory under and pursuant to Act.

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 9 Canceling Fourth Revised Sheet No. 9

DEFINITION OF TERMS AND EXPLANATION OF ABBREVIATIONS (Continued) Electricity Providers--The term refers collectively to the EDC, EGS, electricity supplier, marketer, aggregator and/or broker, as well as any third party acting on behalf of these entities. Electronic Data Exchange Working Group (EDEWG)--Group developing standardized formats and methodology for exchanging information electronically within the Pennsylvania deregulated electric market. End-use Customer--A retail electric customer. Energy Charge--A charge based upon kilowatt-hours of use. Hertz--A unit of frequency, equal to one cycle per second. Historical Billing Data--The minimum of thirteen (13) months of data as recorded by the EDC, which contains dollar amount billed. This data is kWh consumption on-peak and off-peak or at some other prescribed interval of consumption and associated cost and, if applicable, at demand levels at the intervals recorded and associated costs of those demand levels. Horsepower (HP)--Unit of mechanical power representing rate of consumption of power and equivalent to 746 watts. As used herein, horsepower is computed as the equivalent of 750 watts. Hourly Pricing Service Charges--For Rate Schedules GS Small, GS Medium, GP, GT, GS Special Rule GSDS, GS Small (on a voluntary basis) and GS Medium (on a voluntary basis) the charges representing the Companys costs - for providing energy and capacity, including the cost of complying with non-solar AEPS, transmission, and ancillary services for Customers that: 1.) are not eligible to obtain Competitive Energy Supply, 2.) choose not to obtain Competitive Energy Supply, 3.) return to Default Service after having obtained Competitive Energy Supply, or 4.) contract for Competitive Energy Supply from an EGS that fails to deliver such energy or energy and capacity. These charges are calculated in accordance with the Hourly Pricing Service Default Service Rate Rider Industrial Customer ClassesRate Schedules GP, GT and GS Special Rule GSDS. Kilovolt-ampere (kVA)--Unit of electric power, representing rate of consumption, and equivalent to one kilowatt at 100% power factor. Kilowatt (kW)--Unit of electric power, representing rate of consumption equivalent to 1,000 watts, or one and one-third horsepower. Kilowatt-hour (kWh)--Consumption of energy equivalent to the use of one kilowatt for one hour. (C) Kilowatt Network Service Peak Load (kW NSPL) A Customers one (1) coincident peak kW Network Service Peak Load in effect from time to time, as calculated by the Company in accordance with PJM rules and requirements. (C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 10 Canceling Fourth Revised Sheet No. 10

DEFINITION OF TERMS AND EXPLANATION OF ABBREVIATIONS (Continued) (C) Lumen--Unit of measurement of quantity of light. Ten lumens equals approximately one candlepower. (C) Market Aggregator(See Aggregator) (C) Marketer--(See Broker) (C) Measured Load - Residential--The rate of use of electricity in kilowatts and shall be determined from the highest reading of a thermal type meter or, at the option of the Company, from an integrating type meter during the period of greatest use during each month. (C) Municipal Official - Any elective or duly constituted legal representative of any municipality including state, county, city, borough or township official. (C) Network Integration Transmission Service Network Integration Transmission Service as set forth in the PJM Open Access Transmission Tariff and any direct Transmission Owner charged expense. (C) Nonbasic Services--Optional recurring services which are distinctly separate and clearly not required for the physical delivery of electric service. (C) Point of Delivery - The point at which the service connection of Company terminates and customer's wiring and installation begins. (C) PJM PJM Interconnection, L.L.C. or any successor organization/entity thereto. Power Factor--The ratio of the kilowatts to the kilovolt-amperes. (C) Price to Compare Default Service Charges --For Commercial and Residential Customer Classes, the cents per kWh rates representing the Companys costs for providing energy and capacity, including the cost of complying with non-solar AEPS, transmission, and ancillary services for Customers that: 1.) are not eligible to obtain Competitive Energy Supply, 2.) choose not to obtain Competitive Energy Supply, 3.) return to Default Service after having obtained Competitive Energy Supply, or 4.) contract for Competitive Energy Supply from an EGS that fails to deliver such energy or energy and capacity. These charges are calculated in accordance with the Price to Compare Default Service Rate Rider. Real Power Loss Factors--The applicable Cumulative Loss Factors applicable to Commercial and Residential Customer Classes as stated in Section 6.3 of Pennsylvania Power Companys Electric Generation Supplier Coordination Tariff (Electric Pa P.U.C. No. S-2)

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 11 Canceling Fourth Revised Sheet No. 11

DEFINITION OF TERMS AND EXPLANATION OF ABBREVIATIONS (Continued) (C) Reasonable Notice--Shall be construed as to mean seven days, including date of mailing of any mailing piece addressed to the customer at his or her or their last known mailing address. (C) Reliability--Includes adequacy and security. As used in this definition, adequacy means the provision of sufficient generation transmission and distribution capacity so as to supply the aggregate electric power and energy requirements of consumers, taking into account scheduled and unscheduled outages of system facilities; and security means designing, maintaining and operating a system so that it can handle emergencies safely while continuing to operate. (C) Renewable Resource--Includes technologies such as solar photovoltaic energy, solar thermal energy, wind power, low-head hydro power, geothermal energy, landfill or other biomass-based methane gas, mine-based methane gas, energy from waste and sustainable biomass energy. (C) Residential Customer Classes--Rate Schedules RS; RS Optional Controlled Service Rider; RH; RH Water Heating Option; WH; and GS Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squads, and Non-Profit Ambulance Services. (C) Retail Customer--A retail electric customer. Retail Electric Customer--A direct purchaser of electric power. The term excludes an occupant of a building or facility where the owners/operators manage the internal distribution system serving such building or facility and supply electric power and other related power services to occupants of the building or facility; where such owners/operators are direct purchasers of electric power; and where the occupants are not direct purchasers. (C) Solar Photovoltaic Requirements Charge or SPVRC A reconcilable, non-by-passable charge applied to each kWh delivered during a billing month to Delivery Service Customers pursuant to the terms of the Solar Photovoltaic Requirements Charge Rider. Supplier--(See Electric Generation Supplier (EGS)) (C) Transmission Voltage Voltage equal to or greater than 34,500 volts delta. Universal Service and Energy Conservation--Policies, protections and services that help low-income Customers to maintain electric service. The term includes customer assistance programs; termination of service protection and policies and services that help low-income customers to reduce or manage energy consumption in a costeffective manner, such as the low-income usage reduction programs, application of renewable resources and consumer education.

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company STANDARD RULES AND REGULATIONS

Electric Pa. P. U. C. No. 35 Original Sheet No. 12

The following rules and regulations, together with the provisions of the applicable rate schedule, are a part of every service contract entered into by the Company. 1. Written Application or Contract Required: A written application accepted by the Company, or other form of contract, will be required from each nonresidential applicant before electric service is supplied. This shall apply whether the supply of service involves a new installation, the reestablishment of the service facilities where service has been previously supplied, a change in the class of service or a change in the customer's name. The Company may, where unusual circumstances prevail and as a convenience to the applicant, institute service pending the formal application. Standard contracts shall be for terms as specified in the rate schedule, but customers now served who seek to increase their present capacity requirements to more than 1,000 kilovolt-amperes (kVA) and applicants who seek to contract for capacities of more than 1,000 kVA, shall negotiate agreements with the Company looking towards an equitable arrangement both as to the term of contract and other conditions requiring special consideration as such contract capacities may require changes in area facilities or rearrangement of facilities owned by the Company and/or the applicant/non-residential customer. 2. Deposits: Residential: Deposits may be required from customers taking service for a period of less than 30 days, in an amount equal to the estimated gross bill for services provided by the Company for such temporary period and for extended periods in accordance with the following: A. New Applicants (Credit Standards): The Company shall provide service without requiring a deposit when the applicant satisfies one of the following requirements: (1) Prior payment history--The applicant has been a recipient of service of a similar type within a period of 24 consecutive months preceding the date of the application and was primarily responsible for payment for such service, limited to the portion of payment that was for regulated service provided by the Company, so long as: (a) the average periodic bill for such service was equal to at least 50% of that estimated for new service provided by the Company; and (b) the service of the applicant was not terminated for nonpayment during the last 12 consecutive months of that prior service.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company

Supplement No. 81 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 13 Canceling Original Sheet No. 13

STANDARD RULES AND REGULATIONS (Continued) 2. Deposits: (Continued) (2) Ownership of real property--The applicant owns or has entered into an agreement to purchase real property located in the area served by the Company or is renting his place of residence under a lease of one year or longer in duration, unless the applicant is otherwise an unsatisfactory credit risk pursuant to paragraph (1) of this section. (3) Credit information--The applicant provides information demonstrating that he is not an unsatisfactory credit risk: (a) The absence of prior credit does not, of itself, indicate an unsatisfactory risk. (b) The Company may request and consider information including but not limited to; the name of the employer of the applicant, place and length of employment, residences during the previous five years, letters of reference, credit cards, and any significant source of income other than from employment. (C) The Company utilizes a generally accepted credit scoring methodology in range of general industry practice that is based on an applicant or customers utility payment history. B. Cash Deposits, and Third-Party Guarantors: If an applicant does not establish credit in compliance with the above Company's credit standards, the Company shall provide service when the ratepayer meets one of the following requirements: (1) Cash deposit--The applicant posts a cash deposit. (2) Third-party guarantor--The applicant furnishes a written guarantee from a responsible ratepayer which, for the purposes of this section, shall mean a ratepayer who has or can establish credit pursuant to the above Company credit standards as well as secure payment in an amount equal to that required for cash deposits: (a) A guarantee shall be in writing and shall state the terms of the guarantee. (b) The guarantor shall be discharged when the applicant shall have met the terms and conditions relating to cash deposits. C. Payment of Outstanding Balance: The Company may require, as a condition of the furnishing of service to an applicant, the payment of any outstanding account (limited to the portion that was for regulated service provided by the Company) in the applicant's name which accrued within the past four years or for any outstanding account for which the applicant is determined to be legally responsible and for which the applicant was properly billed. The Company may require an Applicant/Customer to make the payment of any outstanding balance or portion of an outstanding balance if the Applicant/Customer resided at the property for which service is requested during the time the outstanding balance accrued and for the time the Applicant/Customer resided at the property not to exceed four years. The Company may establish that an Applicant/Customer previously resided at a property through the use of mortgage, deed, lease information, a consumer credit reporting service, a Financial Summary that provides the names and income of adult occupants of a household, and a web-based tool such as Accurint to research Applicant/Customer information. (C) Change (C)

Issued: January 3, 2012

Effective: March 2, 2012

Pennsylvania Power Company STANDARD RULES AND REGULATIONS (Continued) 2. Deposits: (Continued) B. Existing Ratepayers:

Electric Pa. P. U. C. No. 35 Original Sheet No. 14

(1) The Company may require an existing ratepayer to post a deposit to reestablish credit when the ratepayer has been delinquent in payment for services provided by the Company for any two consecutive bills or three or more bills within the preceding 12 months. (2) The Company may require a deposit as the condition for reconnection of service following the termination. (3) The Company may require a deposit, whether or not service has been terminated, when a ratepayer fails to comply with the material term or condition of the settlement or amortization agreement. C. Payment Period for Deposits: The due date for payment of a deposit other than a deposit required as a condition for the reconnection of service shall not be less than 21 days from the date of the ratepayer's notification of the amount due. The ratepayer may elect to pay any required deposits in three installments: 50% payable upon the determination by the Company that the deposit is required, 25% payable 30 days after such determination and 25% payable 60 days after such determination. D. Cash Deposits: Deposits when required shall be equivalent to the estimated bill for services provided by the Company for any single billing period, plus one month, but in no event less than $5.00. Deposits secured from a customer shall be returned to the depositor when he has established a satisfactory credit rating. Any customer having secured a return of a deposit shall not be required to make a new deposit unless the service has been discontinued or the customer's credit standing becomes impaired. Deposits shall bear interest at the average of one year Treasury Bills for September, October, and November of the previous year payable annually without deductions for taxes thereon unless otherwise required by law. The interest rate shall become effective April 14, 1995, and January 1 of each year after 1995. Interest shall be paid annually to the ratepayer or, at the option of the Company or the ratepayer, shall be applied to service bills.

General Service: The Company shall require a deposit or equivalent payment guarantee for non-residential electric service in an amount up to two months' electric service from: (1) all prospective customers without satisfactory credit history with the Company prior to the rendering of service, and; (2) existing customers to assure continued service when their credit standing with the Company is impaired or unsatisfactory to the Company. If the appropriate credit remains established and the customer achieves 12 consecutive months of bill payments with no late payment charges, any security deposit and interest at the rate of 6% per year will be refunded to the customer or credited to the account.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company STANDARD RULES AND REGULATIONS (Continued) 3. Meter Reading Intervals:

Electric Pa. P. U. C. No. 35 Original Sheet No. 15

The Company will read its meters at the end of a regularly scheduled one-month period. For initial/final billings, when the period covered by such reading is substantially greater or less than the regular period, bills will be computed by prorating on the basis of the actual period covered by the meter readings. In the event that scheduled reading of meters is not obtained because of inability to gain access to the meter location or to installations at remote locations, the Company will estimate the amount of service supplied and for the intervening months between actual readings the Company will render appropriately marked bills. The bills so provided for the month in which the meter is not read shall have the same force and effect as if the meters had been read for that period, and shall be paid in accordance with the standard payment terms of the applicable rate schedule. The bills so rendered shall be subject to revision whenever the customer shall advise the Company of any unusual circumstances occurring in his use of service between meter readings, or whenever irregularity in use is readily apparent to the Company. 4. Choice of Rate Schedules: A copy of the rate schedules, rules and regulations, as filed with the Pennsylvania Public Utility Commission, is available at the district and general offices of the Company, and copies thereof will be furnished on request. At the time the customer makes application for service, the Company will assist the customer in the selection of the rate schedule most desirable from the standpoint of such customer. Any advice given by the Company will necessarily be based on customer's statements as to the class of service desired and the manner in which he intends to use the same, and by giving such advice the Company assumes no responsibility whatsoever. The rate schedule so selected, as embodied in the customer's application, shall remain in effect for the contract term therein stated, and not more than one change in rate schedule will be made within any 12-month period for any customer. Reasonable opportunity and assistance will be given at any time in analyzing customers' operating conditions relative to the various rate schedules, but the Company does not guarantee that customers will be served under the most favorable rate schedule at all times. No refund will be made representing the difference in the charges under different rate schedules applicable to the same class of service. 5. Temporary Service: Temporary installations, requiring special service, meter or other work are made at the expense of the customer, with charges according to the materials and work required for installing and removing. Service installed for temporary use, such as construction purposes or exhibits of short duration, etc., will be installed and removed at the expense of the customer. In all such cases an advance payment sufficient to cover all construction expense will be required.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company STANDARD RULES AND REGULATIONS (Continued) 6. Use of Service by Customer:

Electric Pa. P. U. C. No. 35 Original Sheet No. 16

Electric service shall not be resold by the customer except as provided for in the Company's rate schedules. The Company will furnish electric service to the customer only for his use on the premises occupied through ownership or lease by the customer. The supply and service of electric energy will be furnished to owners, tenants or occupants of any building or premises directly to them as customers of the Company through Company-owned individual meters and will not be supplied through a master meter for submetering or resale by or to any owner, tenant or occupant of any such building or premises. No exception to this will be granted unless provided to the applicant by the Company in writing. 7. Combined Installations: Delivery service will be supplied to each separate premises as one customer, through one meter or one unified set of meters for each class of service. The delivery service used by the same person, firm or corporation, and delivered and measured separately, will not be combined, and several premises will not be billed as one customer. Each meter installed shall be covered by a contract or application specifying the class of service and rate schedule applicable thereto. These restrictions will also apply to customers having their energy furnished by an EGS. Installations combining different classes of service will be permitted only where the use can be registered on one meter and billed on one rate schedule, subject to the rate schedules, rules and regulations of the Company. 8. Application of Rate Schedules - Determination of Demand or Load: Where the rate schedule provides that the determination of demand or load for billing purposes shall be on the basis of demands or loads established in the current month and a number of preceding months, this provision shall apply even though during the current month or preceding months a new contract may have been signed or service transferred to another rate schedule. Where charges specified in the rate schedule are based upon customer's demand or load, it is intended that such demand or load shall fairly represent the capacity which the Company is required to stand ready to supply. In case of installations which use service in a manner that neither the fixing of the demand or load by assessment, nor its normal measurement, results in a fair or equitable measure of the supply capacity required to serve the customer's load, such as welding devices, elevators, etc., then the demand or load may be estimated from the known character of use and the rating data of the equipment connected, or from special tests, the intent being that the demand or load so determined shall fairly represent the customer's capacity requirements.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company STANDARD RULES AND REGULATIONS (Continued) 9. Increased Loads:

Electric Pa. P. U. C. No. 35 Original Sheet No. 17

The service connections, meters and other service facilities supplied by the Company for each customer have definite capacities, and no additions to the customer's installation shall be made until notice thereof has been given the Company and the Company's written consent secured. Customer may be held responsible for any damage resulting from a violation of this rule. 10. Standby Service: The charges contained in the Company's rate schedules, unless otherwise specified, are based upon a customer's purchasing all electric energy requirements from the Company, and do not apply when the service is used for standby service to any other source of energy. Standby service is that service which can be used for reserve or in case of an emergency, breakdown or failure of the regular source of supply. Rate schedules are available for standby service.

Parallel Operation: The Company will not furnish service in parallel with a customer's generating facilities when, in the opinion of the Company, such parallel operation may create a hazard, disturb, impair or interfere with the Company's service to other customers. The Company may agree to parallel operation when the customer has adequate protective and regulating equipment and has sufficient trained personnel to perform the necessary operations, and further, the Company may require the customer to provide direct telephone connection with the offices of the Company's load dispatcher. 11. Billing and Bills Payable: The Company will issue customer billings for Company services. Billings will be in accordance with existing meter reading and billing cycles. The Company offers the following billing options: A. Complete Billing One bill for Company charges and EGS charges B. Pass-Through Billing The Company issues a bill for Company charges. The customer elects to have a separate bill from the EGS for supplier charges. All bills will be rendered monthly. If other regular intervals are required following the rendition of service for any customer, the Company will first seek approval from the customer. All bills are payable at offices of the Company or its agents in accordance with the "terms of payment" of the applicable rate schedule. If not paid, late payment charges will be applied as specified in the applicable rate schedule.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company

Supplement No. 81 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 18 Canceling First Revised Sheet No. 18

STANDARD RULES AND REGULATIONS (Continued) 11. Billing and Bills Payable: (Continued) In case of bills for service to the United States of America, the Commonwealth of Pennsylvania or other governmental agencies, the net rate period specified in the rate schedule shall be 30 days. In addition residential ratepayers receiving monthly retirement or disability Social Security checks, or similar retirement or disability checks, may apply for an extension of the due date to 30 days. Upon notification from the customer, the account will be identified for billing purposes with a 30-day period for payment. The Company has a plan available to residential customers providing for budgeted monthly payments. 12. Discontinuance and Reconnection of Service: Customer's Request: A customer may order service discontinued at any time unless there is a provision to the contrary in the service contract or applicable rate schedule, but the customer is responsible for any use of the electric service until the Company has had a reasonable time to secure a final reading and/or disconnect or remove the meter. A customer requesting that a meter be disconnected or removed shall do so verbally or by written contact with the Company. The Company will notify the EGS of the customers request for discontinuance of service. Nonpayment of Bills or Noncompliance with Service Contract: Service may be discontinued by the Company after due notice and as provided for in existing Public Utility regulations in case a residential customer is in arrears in the payment of bills limited to the portion of the arrearage for regulated service provided by the Company, or fails to comply with the terms of the service contract. The Company will notify the EGS of the discontinuance of service. Winter Termination Determining Income Eligibility for Winter Termination To determine if a Customer exceeds the 250% federal poverty level threshold, the Company will utilize financial information provided by the Customer. The Company may elect to send to the Customer an income verification form for completion and return. Misrepresentation: The Company may discontinue service upon notice after discovery that the customer has made misrepresentation of a material fact to the Company regarding the use of electric service, has in any manner fraudulently entered into the service contract or has interfered with or diverted the electric service delivered to the customer's premises. In addition service will also be terminated if the customer fails to post a deposit, provide a guarantee or establish credit; the unreasonable refusal to permit access to Company meters, service connections or other property of the Company for the purpose of maintenance, repair or meter reading; or violate any tariff provision on file with the Commission so as to endanger the safety of any person or the integrity of the energy delivery system of the Company. Service may also be terminated upon notice if the customer violates any other provisions of existing Public Utility regulations. The Company will notify the EGS of the discontinuance of service. (C) Change

(C)

Issued: January 3, 2012

Effective: March 2, 2012

Pennsylvania Power Company

Supplement No. 81 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 19 Canceling Original Sheet No. 19

STANDARD RULES AND REGULATIONS (Continued) 12. Discontinuance and Reconnection of Service: (Continued) Writs of Execution, Liens or Bankruptcy: The Company may discontinue service and remove its equipment from the customer's premises upon reasonable notice in the event a writ of execution is issued against the customer, the premises are levied upon or the customer commits an act of bankruptcy--if it appears the public health is not affected and such action is in compliance with the current rules and regulations of the Public Utility Commission or with any law in effect at the time. The Company will notify the EGS of the discontinuance of service.

Complaint Handling: In regard to the issue of customer complaint handling, the Company's current policies, practices and procedures adhere to applicable requirements at 52 Pa. Code Chapter 56. The Company further commits to structure these existing procedures and processes in accordance with the applicable guidelines in the Commission Order RE: Guidelines for Maintaining Customer Services at the Same Level of Quality Pursuant to 66 Pa. C.S. 2807(D), and Assuring conformance with 52 Pa. Code Chapter 56 Pursuant to 66 Pa. C.S. 2809(E) and (F), Docket No. M00960890F0011. Additionally, the procedure will be revised to determine on a case by case basis whether the Company or the customer's EGS is the appropriate entity to respond to a customer complaint, thereby effectively removing the customer from being caught in the middle because of a dispute between an EGS and the Company. This procedure will ensure that the customer will not bear the burden of going forward with a complaint, unless both the Company and the EGS agree that the customer is the responsible party. Reconnection: (C) When service has been discontinued at the Customers request, for nonpayment of bills, noncompliance with service contract, misrepresentation, writs of execution, or liens or bankruptcy, as described above, the customer shall pay a charge of Thirty-Dollars ($30.00) for reconnection before service is reestablished. The Company will not require payment of outstanding EGS charges as a condition precedent to reconnection, and will notify the EGS of the reconnection where appropriate. 13. Description of Service to be Furnished: Electric service supplied by the Company will be 60 hertz alternating current delivered at the standard voltages, as defined in the "Definition of Terms and Explanation of Abbreviations, available adjacent to the premises where the customer is located. Secondary service will be supplied at nominal single phase voltages of 120/208, 120/240 or 277/480 and three phase, four wire voltages of 120/208Y, 120/240 delta, 240 delta and 277/480Y with availability, voltage and service selection subject to the sole discretion of the Company. Should three phase, four wire service be offered, a separate single or three phase service at a different voltage will not be provided. Primary service will be supplied at nominal voltages below 23,000 volts, as available, and transmission service at nominal voltages above 23,000 volts, as available. Before purchasing or installing electrical equipment and/or wiring, the customer should secure from the Company, in writing, information as to the type of service available to him. (C) Change

Issued: January 3, 2012

Effective: March 2, 2012

Pennsylvania Power Company STANDARD RULES AND REGULATIONS (Continued) 13. Description of Service to be Furnished (Continued)

Electric Pa. P. U. C. No. 35 Original Sheet No. 20

The Company does not guarantee, but with the cooperation of the customer, will endeavor to furnish a continuous supply of electric energy and to maintain voltage and frequency within reasonable limits. The Company shall not be liable for damages which the customer may sustain by reason of the failure of the supply or variation in service characteristics or phase reversals, nor shall the Company be liable for damage that may be incurred by the use of electrical appliances, or the presence of the Company's property on customer's premises. In addition, the Company shall not be liable for implied warranties of merchantability and fitness for a particular purpose except and unless required by law as being excludable by contract. 14. Right-of-Way, Tree Trimming, and Service Connections - General: The customer, at his own expense, shall provide and grant to the Company such tree clear right-of-way as may be necessary for the erection and maintenance of the poles, wires and appurtenances, together with such tree trimming and removal privileges as may reasonably be required to provide and maintain service. Where facilities are to be installed upon the property of a customer, such as an industrial establishment, for his sole use, a right-of-way grant will be required to the point of service delivery. In no event may a customer erect his own private facilities within the established limits of any road or highway. 15. Customer's Wiring and Electrical Equipment: Service installations, including service for customer substations, shall be made in accordance with the Company's standard requirements for such installations, information on which may be obtained at the nearest district or general office of the Company. All customer wiring and electrical equipment shall be installed and maintained to meet, as a minimum, the provisions of the National Electrical Code, the governmental authorities having jurisdiction, and the reasonable requirements of the Company. All new installations shall be inspected and approved by an authorized electrical inspector employed by a certified electrical inspection agency before the Company connects its service, and the Company shall not be responsible for any injury or damage which may result from defects in wiring or devices on the customer's premises, provided, however, the Company may, without the assumption of any liability, connect a customer's installation upon the filing of a proper application for inspection with the authority having jurisdiction, specifically reserving the right to disconnect said service if the said installation, on final inspection, proves defective and the customer, after reasonable notice, shall fail or refuse to rectify the said defects. If, on existing installations, there is reasonable doubt as to the safety of existing electrical equipment or wiring, the Company shall require, as a condition to furnishing service, that the service be inspected and approved by a qualified inspector in accordance with the National Electrical Code. The Company shall not be obligated to furnish service for gaseous tube lighting, air conditioning equipment or other types of electrical equipment having a power factor lower than that of available good-quality, high-power factor equipment. If power factor corrective equipment is necessary, it, together with required switching equipment, shall be provided and maintained by the customer at his expense.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company

Supplement No. 89 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 21 Canceling Original Sheet No. 21

STANDARD RULES AND REGULATIONS (Continued) 15. Customer's Wiring and Electrical Equipment: (Continued) Unless otherwise directed by the Company's representative, the customer's wiring and metering shall be brought outside the building wall nearest the Company's supply wires in conformation with the National Electrical Code and in such manner as to be readily accessible so that all of the Company's wiring and metering will be in plain view. The normal facilities of the Company, whether transmission, distribution or secondary voltage, are by means of overhead open wires. Where a customer requests underground service from overhead distribution facilities, the Company will install such service upon receipt of a contribution from the customer equal to the amount the underground service costs exceed the overhead service costs. The Company shall own, operate, and maintain such underground facilities. Exception: See Rule 25 for regulations regarding underground electric service in new residential developments. 16 Change in Service Entrance Connections: Should any change in the service entrance location, including underground service, become necessary, due to the erection, remodeling or change in any building, either on the property of the customer or on adjoining property, or due to any municipal ordinance or any requirement thereunder of any municipal official, or any other cause beyond the Company's control, the entire cost of such change shall be borne by the customer. 17 Meters, Transformers, and Other Equipment: The Company will furnish, own, and maintain one meter or one unified set of meters and metering equipment for each service contract, unless otherwise allowed by the Commission. The customer will provide, at his own expense, suitable space for the installation and use of the Company's metering and transforming equipment, and the customer shall permit no person other than a properly identified representative of the Company, or a person otherwise lawfully authorized, to remove, inspect or tamper with such equipment. If Company's equipment is destroyed or damaged or prevented from properly registering the energy supplied to the customer due to the negligence of the customer or by any unauthorized persons, the cost of the necessary replacement or repairs together with the reasonable cost of investigation and a fair estimate of the energy not registered, shall be paid by the customer. The Company also reserves the right to require the customer to install at the customer's own expense such reasonable service facilities as will protect the Company from further tampering or diversion of current. When it is necessary to install a transformer vault on the customer's premises, the Company reserves the right to require the customer to furnish and maintain said vault at his expense in accordance with the Company standards. If requested by a Customer, the Company will install a communicating point-to-point (PTP) smart meter at a Customers metered service location prior to the Companys system-wide deployment of smart meters. Prior to installation, the Customer shall pay $346.95 for a single phase PTP smart meter and $457.82 for a three phase PTP smart meter. Costs for Customer requests for a PTP smart meter at service locations without a functional public cellular network will be determined on a case by case basis and must be paid by the Customer prior to the commencement of Company work. Costs are charged individually for each metering point at each service location, and include the estimated incremental costs associated with a PTP smart meter that meets the requirements of direct access, a communication cellular card, and connection fees. The Customer shall pay $30.00 for requests to remove a PTP smart meter prior to the Companys system-wide deployment of smart meters. All other costs and cost reconciliations associated with Customer requests for a PTP smart meter shall be collected from the associated customer class in the Smart Meter Technologies Charge Rider. The Customer is responsible for any repairs to Customer-owned equipment, such as meter socket repairs, prior to the installation of a PTP smart meter. The Company shall maintain ownership of all PTP smart meters. (C) Change (C)

Issued: October 31, 2012

Effective: January 1, 2013

Pennsylvania Power Company

Supplement No. 2 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 22 Canceling Original Sheet No. 22

STANDARD RULES AND REGULATIONS (Continued) 17. Meters, Transformers, and Other Equipment: (Continued) Special Facilities: Any special services or facilities which may be rendered or furnished by the Company for a customer at his request or at the direction of any governmental authority, and not provided for in the Company's rate schedules and not ordinarily necessary or directly involved in the furnishing of electric service, shall be paid for by the customer for whom such services or facilities are furnished, and such costs shall be in addition to the charges for electric service provided for in the applicable rate schedule. Subject to the approval of the Company, such special services or facilities may be supplied and maintained by the customer at his expense. Advanced Metering Option: A customer or EGS, on behalf of a customer, may request in writing the installation of qualified advanced metering and meter-related devices for use as a billing meter for all services provided under this Tariff and the EGS Tariff and have billing services performed pursuant to the rules adopted by the Commission. The Company will provide upon request a list of available qualified advanced meters as approved by the Commission from time to time. The customer or the customer's EGS must pay the net incremental cost of purchasing, installing, maintaining and reading the qualified advanced metering as such costs are approved by the Commission from time to time. The list and incremental costs are also available on the Commissions web page at http://puc.paonline.com. Payment for these services and equipment will be by bill surcharge to the customer, payment by the EGS or as determined by the Company. The Company or its agent will own, install, and maintain all meters and metering equipment, including meter related devices and networks installed in conjunction with the metering. The Company will read advanced meters for the purposes of billing the Customer and the EGS for all services provided under Tariff and the EGS Tariff. The EGS may read the advanced meter for purposes of monitoring the customer's load or billing the customer for generation services. Equipment Ownership: All equipment furnished by the Company shall remain its exclusive property and the Company shall have the right to remove the same after termination of service for any reason whatsoever. 18. Type of Motors and Control Devices: The customer shall furnish and equip all motors operating on the lines of the Company with control devices provided with suitable starting, overload, and low voltage protection or release, and in the case of motors operating equipment such as elevators, conveyors, hoists, and similar appliances where a definite direction of movement must be maintained, the controlling device shall be equipped by the customer with protection against phase reversal. The Company reserves the right to suspend service, after reasonable notice, to any customer whose use of service is such as to cause disturbance to the Company's transmission and/or distribution system, or if, in the Company's judgment, the customer's installation or equipment is defective or dangerous or does not comply with reasonable safety requirements thus resulting in hazardous conditions or unsatisfactory service to its customers.

Issued: May 21, 1999

Effective: May 3, 1999

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 23 Canceling Second Revised Sheet No. 23

STANDARD RULES AND REGULATIONS (Continued) 19. Single-Phase Power Service: The Company reserves the right to limit single phase power service to loads of 5 HP capacity or less, and to require that any single motor of 3 HP or over be equipped with suitable starting, overload and low voltage protection control devices. 20. Notify Company of Any Defect in Electrical Supply: The customer shall notify the Company promptly of any defect in service or of any trouble or accident to the electrical supply. 21. Meter Testing: Meters shall be tested for accuracy and any adjustments shall be subsequently made according to rules of the Pennsylvania Public Utility Commission. Whenever a meter fails during any period to register correctly due to burnout, open potential or otherwise, the customer shall pay an estimated amount for such service rendered during the period based either upon the determination obtained from the meter test or upon the consumption during a similar period or upon both of these methods combined. The Company will notify the EGS of any changes in usage. 22. Access to Premises: The Company's representative, when properly identified, shall have access to the customer's premises at all reasonable hours for the purpose of reading, inspecting, testing, repairing or removing its meters or other property, and to inspect and determine the connected load of electrical equipment. 23. Extension of Lines General; Definitions; Taxes: The standard service provided by the Company for delivery of electric energy to a Customer under this tariff, whether Delivery Service or generation supply to retail customers, regardless of delivery voltage, shall be from overhead Distribution Lines, except as noted in any rate schedule. Subject to the requirements of this tariff, the Company shall extend its Distribution Line(s) to Applicants. Any request for electric service that requires the extension of the Companys existing electric facilities shall be provided as set forth in Rules 23, 24, and 25. Applicants requesting a Line Extension shall, at the Companys discretion, execute the Companys standard Line Extension contract. Any Customer served by a Line Extension completed before the effective date of Rules 23, 24 and 25 shall be subject to the terms and conditions of its existing Line Extension contract and the Companys then-applicable Line Extension tariff, rules and regulations.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 24 Canceling Second Revised Sheet No. 24

STANDARD RULES AND REGULATIONS (Continued) 23. Extension of Lines General; Definitions; Taxes: (Continued) Definitions: Any capitalized term used in Rules 23, 24 and 25 that is not otherwise defined herein shall have the meaning set forth in the definition section of this tariff. For the purpose of Rules 23, 24,and 25, the following definitions shall apply. Applicant - Any person, corporation or other entity that (i) desires to receive from the Company electric or other service provided for in this tariff, (ii) complies completely with all Company requirements for obtaining electric or other service provided for in this tariff, (iii) has filed and is awaiting Company approval of its application for service, and (iv) is not yet actually receiving from the Company any service provided for in this tariff. Cash Advance - A refundable contribution in cash from an Applicant for those costs associated with a Line Extension, increased for applicable taxes as specified in Rule 23, which is held by the Company in a noninterest bearing account. Contractor Costs - The amounts paid by the Company for work performed by a contractor retained by the Company. Contributions In Aid of Construction (CIAC) A non-refundable contribution in cash from an Applicant for all costs associated with a Line Extension, and/or tree trimming, brush clearance and related activities, increased for applicable taxes as specified in this Rule 23. Customer A retail electric customer. Developer - The person or entity responsible for constructing and providing improvements in a Development, including, but not limited to, streets, sidewalks and utility-ready lots. Development - A planned project which is developed by a Developer for electric service set out in a recorded plot plan of five or more adjoining unoccupied lots for the construction of single-family residences, detached or otherwise, mobile homes, or one (1) or more five-unit apartment houses, all of which are intended for year-round occupancy, if electric service to such lots necessitates extending the utilitys existing Distribution Lines. Distribution Line(s) - An electric supply line and related equipment of untransformed voltage from which energy is delivered to one or more Service Lines. Direct Labor Costs - The pay and expenses of Company employees directly attributable to work performed, excluding construction overheads or payroll taxes, workmens compensation expenses or similar expenses. Direct Material Costs - The purchase price of materials used, excluding related stores (i.e. warehousing) expenses. In computing Direct Material Costs, proper allowance shall be made for unused materials recovered from temporary structures, and for discounts allowed and realized in the purchase of materials.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 25 Canceling Second Revised Sheet No. 25

STANDARD RULES AND REGULATIONS (Continued) 23. Extension of Lines General; Definitions; Taxes: (Continued) Definitions: (Continued) Line Extension(s) The extension of the Companys distribution system from the nearest suitable and available Distribution Line to the Service Line which will provide service to the Customer. Non-Speculative Line Extension A Line Extension for a Permanent Residential Customer under which the Company has taken into account various factors including, but not limited to, Customer location, rate classification, projected Company revenues, permanency of use, primary residence and prospect of use by future Customers, and has deemed the cost for the Line Extension to be reasonable for the Company to incur. Permanent Residential Customer- A Customer occupying a dwelling or mobile home on a permanent foundation which is the Customers primary residence occupied year-round for normal living purposes and including, (i) Electrical wiring conforming with the National Electrical Code and the Companys service installation policies, (ii) A permanently installed heating system (iii) Permanently installed plumbing and sewage systems and (iv) Thermal insulation meeting minimum standards as contained in the tariff in effect at the time service is provided. Private Right-of-Way - The right-of-way or easement for electric facilities on, over, under, across and/or through real or other property owned by an individual or entity which is not a governmental, municipal or other public body to provide Delivery Service or generation supply to retail Customers. Public Right-of-Way - The right-of-way or easement for electric facilities, subject to reasonable permitting, on, over, under, across and/or through real or other property owned by a governmental, municipal or other public body to provide Delivery Service or generation supply to retail Customers. Service Line - An electric supply line from the Distribution Line to the Customers metering point from which electric service is delivered to the Customer. Speculative Line Extension A Line Extension in which the Company has taken into account various factors including, but not limited to, Customer location, rate classification, projected revenues, permanency of use, primary residence and prospect of limited use by future customers, and has deemed the cost of the Line Extension to be unreasonable for the Company to incur. Subdivider -- The person or entity responsible for dividing a tract of land into building lots, to form a Subdivision, that are not to be sold as utility-ready lots. Subdivision - A tract of land divided by a Subdivider into five or more adjoining unoccupied lots for the construction of single-family residences, detached or otherwise, or apartment houses, all of which are intended for year-round occupancy, if electric service to such lots necessitates extending the utilitys existing Distribution Lines.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 26 Canceling Second Revised Sheet No. 26

STANDARD RULES AND REGULATIONS (Continued) 23. Extension of Lines General; Definitions; Taxes: (Continued) Taxes on Applicant/Customer CIAC and Cash Advances: Any CIAC or Cash Advance received from an Applicant/Customer under Rules 23, 24 and 25 shall constitute taxable income to the Company as defined by the Internal Revenue Service and shall be increased to include a payment by the Applicant/Customer equal to the applicable taxes. Such payment for taxes associated with the CIAC and/or Cash Advance shall provide for the effect of current tax obligations offset by the present value of future tax deductions associated with the facility(ies) to be provided by the Company. The discount rate to be used for present value calculations shall be the Companys Allowance for Funds Used During Construction (AFUDC) rate adjusted to a net of tax basis. Payments for taxes associated with the CIAC or Cash Advance shall not be discounted since any refunds of Cash Advances shall include a pro rata refund of amounts previously collected for applicable taxes. 24. Specific Line Extensions: A. Non-Speculative Single-Phase Line Extensions Company Obligations: As used in this Rule 24, a span of conductor is approximately equal to 180 feet. The Company shall construct, own and maintain all Line Extensions. The Company shall provide an Applicant at no charge, up to three spans of conductor, three poles and related material on Public Right-of-Way for each Line Extension, including the Service Line. The Company shall provide an Applicant, at no charge one span of conductor and related material on Private Right-of-Way for each Line Extension, including the Service Line, to serve a Permanent Residential Customer. The number of spans provided to an Applicant/Customer at no charge shall be referred to in this Rule 24 as the span allowance. The Companys engineering layout shall be the sole basis used for determining the design of the Line Extension and/or Service Line. Any additional Line Extension and/or Service Line costs in excess of those costs assumed by the Company under this tariff shall be borne by the Applicant/Customer. The Company shall not commence construction of a Line Extension and/or Service Line until completion of all of the following: (a) The Company's receipt and acceptance of an application for electric service. (b) Execution by the Company and the Customer/Applicant of appropriate agreements for electric service and/or Line Extensions, and the payment by the Customer/Applicant of any and all associated costs or charges

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 27 Canceling Second Revised Sheet No. 27

STANDARD RULES AND REGULATIONS (Continued) 24. Specific Line Extensions: (Continued) A. Non-Speculative Single-Phase Line Extensions (Continued) Company Obligations: (Continued) (c) The Applicant/Customer requesting the Line Extension and/or Service Line has furnished to the Company rights-of-way on, over, across, under and/or through the Applicants/Customers property that are necessary for the construction, maintenance and operation of the Line Extension and/or Service Line in accordance with Rule 14 of this tariff and which are in form and substance acceptable to the Company. The Company shall be under no obligation to construct the Line Extension and/or Service Line in the event it is unable to acquire all necessary rights-of-way and other consents from any parties other than the Applicant/Customer, in such form and substance acceptable to the Company. Applicant Obligations: All Line Extension and/or Service Line costs in excess of the span allowance shall be charged to the Applicant/Customer. Where the Non-Speculative Line Extension and/or Service Line exceeds the span allowance, the Applicant/Customer shall make a CIAC or Cash Advance to the Company equivalent to the Companys estimated Direct Labor Costs and Direct Material Costs and/or Contractor Costs for construction of that portion of the Line Extension and/or Service Line which is in excess of the span allowance. In the event that an Applicant/Customer makes a Cash Advance to the Company for construction costs of the Line Extension in excess of the span allowance, refund(s) shall be made to the initial Line Extension Applicant/Customer for each new Permanent Residential Customer added to the initial Line Extension. The refund(s) shall be calculated by the average cost per foot of the Line Extension in excess of the span allowance. Refunds shall be made only for Customer additions made within five (5) years from completion of the initial Line Extension and the sum of any refund(s) shall never exceed the initial Line Extension Applicants /Customers Cash Advance. Any balance from the Cash Advance remaining after five (5) years shall be retained by the Company. In lieu of paying a Cash Advance to the Company, the Applicant/Customer may elect to pay a CIAC to the Company. If the Applicant/Customer requests, and Company approves, Line Extensions and/or Service Lines may be installed underground. In such case, the Applicant/Customer shall provide all necessary trenching, excavation, backfilling and grading in accordance with Companys specifications, and shall bear all costs thereof. Where an Applicant/Customer requests underground service from overhead distribution facilities, the Company will install such service upon receipt of a CIAC equal to the amount the underground service costs that exceeds the overhead service costs. These costs will not become part of any Cash Advance or refund to a Cash Advance. The Company shall own, operate, and maintain such underground facilities.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 28 Canceling Second Revised Sheet No. 28

STANDARD RULES AND REGULATIONS (Continued) 24. Specific Line Extensions: (Continued) A. Non-Speculative Single-Phase Line Extensions (Continued) Applicant Obligations: (Continued) Applicants/Customers electing to use conduit for their underground Service Line shall pay all related costs associated with such conduit. The Applicant/Customer shall perform or arrange and pay for all Company-directed rough grading in accordance with the Companys specifications for underground lines and facilities, as said specifications shall be modified by the Company from time to time. The Applicant/Customer shall pay the cost of all tree trimming, brush clearance and related activity associated with the establishment of the right-of-way for the Line Extension and/or Service Line. If the Applicant/Customer requests any deviation from the Companys standard construction practices, the Company may, in its sole and exclusive discretion, approve such request. Any Company-approved deviations from the Companys specifications shall be at the Applicants/Customers sole expense. B. Speculative Single Phase and All Three-Phase Line Extensions and Service Lines When the Company is requested to increase capacity, expand facilities or construct Speculative Single Phase Line Extensions and/or Service Lines or Three-Phase Line Extensions and/or Service Lines, the Company shall determine from the circumstances of each case the nature and level of financing and/or guarantee of revenue required of the Applicant/Customer prior to construction or installation of Company facilities. The Company shall employ a five-year revenue guarantee in order to offset the initial construction costs. The five-year revenue guarantee includes five years of forecasted distribution revenues less certain incremental delivery costs including, but not limited to, distribution operation and maintenance expenses, depreciation expenses, gross receipts taxes, state and federal income taxes, and a reasonable return component. The Company may require the Applicant/Customer to make (i) a CIAC equivalent to the Companys total estimated cost for construction of facilities necessary to render service in excess of the amount not covered by the revenue guarantee or (ii) a Cash Advance of the total construction costs to render service. The Company shall refund all or portion of a Cash Advance previously provided by the Applicant in the event that the Companys revenue analysis for any newly connected non-residential customer indicates that there are any revenues in excess of the costs to serve any newly connected non-Residential Customer within five (5) years from the completion of the initial Line Extension.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 29 Canceling Second Revised Sheet No. 29

STANDARD RULES AND REGULATIONS (Continued) 24. Specific Line Extensions: (Continued) B. Speculative Single Phase and All Three-Phase Line Extensions and Service Lines (Continued) Where an application for an overhead extension of service for a tract of land being developed or proposed to be developed, in whole or in part, for residential, commercial or industrial purposes not covered by Rule 25, (Underground Electric Service in New Residential Developments) is received from a person or entity that is not expected to be a Customer, the Company, prior to construction, shall require payment of a CIAC or a Cash Advance from the Applicant covering the Companys total estimated direct and indirect costs associated with the construction of the facilities necessary for said Line Extension (i) to the tract of land being developed and (ii) within the boundary of the tract of land necessary to serve prospective Customers in the tract. After connection of a Customer to the Line Extension a refund of the Cash Advance shall be made to the Applicant in accordance with this Rule 24 (Non Speculative Single Phase Line Extensions). In addition to the Line Extension costs described above, non-Residential customers shall also provide, install and pay for conduit, cable, metering conduit associated with their underground installation, including the Service Line, and such other costs specified in the Companys specifications. The Applicant/Customer shall pay the cost of all tree trimming, brush clearance and related activity associated with the establishment of the right-of-way for the Line Extension and/or Service Line. Applications for Speculative or Three-Phase Line Extensions and/or Service Lines shall be subject to all other Rules and Regulations of this tariff. 25. Underground Electric Service in New Residential Developments: A. All Distribution Lines and Service Lines installed pursuant to an application for electric service within a Development shall be installed underground; shall conform to the Company's construction standards, the specifications set forth in the National Electric Safety Code (NESC), and shall be owned and maintained by the Company. Pad-mounted transformers shall be installed as a Company construction standard. Excavating and backfilling shall be performed by the Developer of the project or by such other agent as the Developer may authorize. Installation of service-related Company facilities shall be performed by the Company or by such other agent as the Company may authorize. Any street lighting lines installed then or thereafter within the same Development shall also be installed underground, upon terms and conditions prescribed elsewhere in the Company's tariff. The Company shall not be liable for injury or damage occasioned by the willful or negligent excavation, breakage, or other interference with its underground lines occasioned by anyone other than its own employees or agents. The Company shall require for Developments which qualify under this Rule 25 and Rule 24 B a CIAC or Cash Advance form the Applicant covering the Companys total estimated costs associated with the Line Extension to the tract of land being developed or within 100 ft. of the boundary of the Development. After the connection of Customers external to the Development, to the Line Extension, a refund of the Cash Advance shall be made to the Applicant in accordance with Rule 24 (B). Nothing in this Rule 25 shall prohibit the Company from performing its own excavating and backfilling for greater system design flexibility. However, no charges other than those specified in (B)(4) of this rule.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 30 Canceling Second Revised Sheet No. 30

STANDARD RULES AND REGULATIONS (Continued) 25. Underground Electric Service in New Residential Developments: (Continued) B. The Applicant for electric service to a Development shall conform with the following: 1) At its own cost, provide the Company with a copy of the recorded Development plot plan identifying property boundaries, and with easements satisfactory to the Company for occupancy by distribution, service and street lighting lines and related facilities. 2) At its own cost, clear the ground in which the Distribution Lines, Service Lines and related facilities are to be laid, remove trees, stumps and other obstructions, provide the excavating and backfilling subject to the inspection and approval of the Company, and rough grade it to within six inches of final grade, so that the Company's part of the installation shall consist only of laying of the Distribution Lines and/or Service Lines and installing other service-related facilities. Excavating and backfilling performed or provided by the Applicant shall follow the Company's underground construction standards and specifications set forth by the Company in written form and presented to the Applicant at the time of application for service and presentation of the recorded plot plan to the Company. If the Company's specifications have not been met by the Applicant's excavating and backfilling, such excavating and backfilling shall be corrected or redone by the Applicant or its authorized agent. Failure to comply with the Company's specifications permits the Company to refuse electric service until such specifications are met. 3) Request electric service at such time that the Distribution Lines and/or Service Lines may be installed before curbs, pavements, and sidewalks are laid; carefully coordinate scheduling of the Company's line and facility installation with the general project construction schedule, including coordination with any other utility sharing the same trench; keep the route of lines clear of machinery and other obstructions when the line installation crew is scheduled to appear; and otherwise cooperate with the Company to avoid unnecessary costs and delay. 4) Pay to the Company a CIAC for any necessary and additional costs incurred by the Company as a result of the following: (a) Installation of underground facilities that deviate from the Company's underground specifications if such deviation is requested by the Applicant for electric service and is acceptable to the Company. (b) A change in the plot plan by the Applicant for electric service after the Company has completed engineering for the project and/or has commenced installation of its facilities. (c) Physical characteristics such as oversized lots or lots with extreme set-back where under the Company's Line Extension policy contained in its tariff mandates a charge for overhead service.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 31 Canceling Second Revised Sheet No. 31

STANDARD RULES AND REGULATIONS (Continued) 25. Underground Electric Service in New Residential Developments: (Continued) C. Exceptions: Whenever the Company or any affected person, including the Applicant, believes that the application of this tariff Rule 25 works an undue hardship, involves a physical impossibility, or is otherwise inappropriate, such Company or person may request the Pennsylvania Public Utility Commission to grant an exception from the undergrounding requirements of section (A) and (B) of this rule by providing the Pennsylvania Public Utility Commission with the following: (1) A copy of the recorded plot plan of the Development for which the exception is being sought; (2) A letter petition setting forth; (a) the name of the Applicant; (b) the location and size of the Development involved; (c) the names of the Company and telephone utility which will provide service to that Development (d) the date on which construction began or will begin; whether the Development is a new Development or one phase in a Development to be completed in several phases; and whether facilities in the area surrounding the Development have been installed underground or overhead. (3) Upon the filing of an exception request, Pennsylvania Public Utility Commission Staff will notify the companies involved and the appropriate local government authority, review the facts stated in the request, and issue to the Applicant and the Company an informal written report and decision within 180 days of the request for an exception. Failure of the party requesting an exception to supply sufficient data within the 180 day period shall result in the automatic denial of the request. (4) The Company or any effected person may appeal the informal decision rendered by the Pennsylvania Public Utility Commission Staff by filing a letter petition with the Secretary of the Pennsylvania Public Utility Commission stating the facts in question and requesting a hearing. All such appeals shall be referred to the Pennsylvania Public Utility Commission Office of Administrative Law Judge for hearing and decision. (5) If an exception request initiated by an Applicant for electric service is granted, and such Applicant thereafter desires underground electric service, then sections (A) and (B) of this rule shall apply as if no exception had been granted. D. Applicability: The provisions of this Rule 25 shall apply to all applications for service to Developments which are filed after the effective date of this Rule 25.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 32 Canceling Second Revised Sheet No. 32

STANDARD RULES AND REGULATIONS (Continued) 25. Underground Electric Service in New Residential Developments: (Continued) E. Subdivisions: A Subdivision is not required to have underground service. However, should the lot owner or owners in a subdivision desire underground service, such service shall be provided by the Company if such lot owner or owners, at their option, either comply with (B) of this Rule 25, or pay to the Company such charges as are contained in Rule 24. F. When in the judgment of the Company the estimated revenue in a Development is insufficient to justify the investment, the Company may require a Cash Advance from the Applicant/Developer as specified in Rule 24. 26. Merging of Agreements: No promises, agreements or representations of any agent or employee of the Company shall be of binding force upon the Company unless the same shall be incorporated in the contract for electric service. 27. Emergency Load Control: Pursuant to order of Pennsylvania Public Utility Commission, the following provision is incorporated in this tariff: Whenever the demands for power on all or part of the Company's system exceed or threaten to exceed the capacity then actually and lawfully available to supply such demands, or whenever system instability or cascading outages could result from actual or expected transmission overloads or other contingencies, or whenever such conditions exist in the system of another public utility or power pool with which the Company's system is interconnected and cause a reduction in the capacity available to the Company from that source or threaten the integrity of the Company's system, a load emergency situation exists. In such case, the Company shall take such reasonable steps as the time available permits to bring the demands within the then available capacity or otherwise control load. Such steps shall include but shall not be limited to reduction or interruption of service to one or more customers, in accordance with the Company's procedures for controlling load. The Company shall establish procedures for controlling load including schedules of load shedding priorities to be followed in compliance with the foregoing paragraph, may revise such procedures from time to time, and shall revise them if so required by Pennsylvania Public Utility Commission. A copy of such procedures or of the revision thereof currently in effect shall be kept available for public inspection at each office at which the Company maintains a copy of its tariff for public inspection, and another such copy shall be kept on file with Pennsylvania Public Utility Commission. 28. Emergency Energy Conservation: Pursuant to order of the Pennsylvania Public Utility Commission, the following provision is incorporated in this tariff:

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 33 Canceling Fourth Revised Sheet No. 33

STANDARD RULES AND REGULATIONS (Continued) 28. Emergency Energy Conservation: (Continued) Whenever events occur which are actually resulting, or in the judgment of the Company threaten to result, in a restriction of the fuel supplies available to the Company or its energy vendors, such that the amount of electric energy which the Company is able to supply is or will be adversely affected, an emergency energy conservation situation exists. In the event of an emergency energy conservation situation, the Company shall take such reasonable measures as it believes necessary and proper to conserve available fuel supplies. Such measures may include, but shall not be limited to reduction, interruption or suspension of service to one or more of its customers or classes of customers in accordance with the Company's procedure for emergency energy conservation. The Company shall establish procedures for emergency energy conservation, including, if it deems necessary, schedules of service interruption and suspension priorities to be followed as prescribed by the foregoing paragraph. The Company may revise such procedures from time to time, and shall revise them if so required by the Pennsylvania Public Utility Commission. A copy of such procedures or of the revision thereof currently in effect shall be kept available for public inspection at each office at which the Company maintains a copy of its tariff for public inspection, and another such copy shall be kept on file with the Pennsylvania Public Utility Commission. 29. Consumer Standards and Billing Practices for Residential Service: Incorporated herein by reference is Chapter 56 of Title 52 of the Pennsylvania Code entitled "Standards and Billing Practices for Residential Utility Service". (C) 30. Proof of Inspection The Company will not connect or furnish electric service to or for a residential building or the completed construction, addition, alteration or repair of such a building or electric service upgrade unless the Applicant provides written proof to the Company that the building or structure has passed the inspections specified by and required under the Uniform Construction Code, 35 P.S. 7210.101, et seq. (Construction Code) and the Permit and Inspection Process for Residential Buildings established in the regulations implementing the Construction Code at 34 Pa. Code. 403.61-.66. For purposes of this Rule 8, the following definitions shall apply: Addition An extension or increase in the floor area or height of a building or structure, as defined by the Construction Code, 35 P.S. 7210.103. Alteration Any construction or renovation to an existing structure other than repair or addition, as defined by the Construction Code, 35 P.S. 7210.103. Repair The reconstruction or renewal of any part of an existing building for purpose of its maintenance, as defined by the Construction Code, 35 P.S. 7210.103. Residential building Detached one-family and two-family dwellings and multiple single-family dwellings which are not more than three (3) stories in height with a separate means of egress which includes accessory structures, as defined by the Construction Code, 35 P.S. 7210.103. (C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 34 Canceling Third Revised Sheet No. 34

STANDARD RULES AND REGULATIONS (Continued) 31. Pole Removal and Relocation Charges: Residential Customer: Charges to residential customers for pole removal or relocation of facilities, including the replacement of overhead facilities with underground facilities, shall be limited to direct labor, direct material costs, and contractor costs associated with the pole removal or relocation less an amount equal to maintenance expenses avoided as a result of the pole removal or relocation, if any. The residential customer shall pay a minimum deposit equal to 50% of the estimated cost of the pole removal or relocation prior to the performance of the work. The balance of the costs, based upon the actual cost of the job, will be due and payable 30 days after receipt of the invoice by the customer. For purposes of this rule, the following definitions shall apply: (1) Pole removal or relocation--The removal or relocation of distribution line poles and their associated attachments made under the request of a residential property owner who is not entitled to receive condemnation damages to cover the cost of the pole removal or relocation. The term does not include pole repairs or replacements necessitated by the intentional or negligent conduct of a party. (2) Contractor costs--The amount paid by a public utility to a contractor for work performed on a pole removal or relocation. (3) Direct labor costs--The pay and expenses of public utility employees directly attributable to work performed on pole removals or relocations, but does not include construction overheads or payroll taxes, workmen's compensation expenses or similar expenses. (4) Direct material costs--The purchase price of materials used in performing a pole removal or relocation, but does not include related stores expenses. In computing direct material costs, proper allowance should be made for unused materials, materials recovered from temporary structures, and for discounts allowed and realized in the purchase of materials. Non-Residential Customer: A person or entity, including but not limited to builders, developers, and contractors, (applicant) may request the Company to remove or relocate facilities, including the placement of existing facilities underground. If the removal or relocation is deemed acceptable by the Company, the applicant shall pay to the Company the costs of such removal or relocation except as provided herein or otherwise provided by law. The applicant must provide the Company with a written request for the removal or relocation of Company facilities. The Company will provide a written reply to the applicant containing the estimated cost for the requested removal or relocation. Payment of the estimated costs must be made to the Company before the work will begin.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 22 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 35 Canceling Third Revised Sheet No. 35

STANDARD RULES AND REGULATIONS (Continued) 31. Pole Removal and Relocation Charges: (Continued) Non-Residential Customer (Continued) The costs to be paid to the Company shall include labor (including overheads and taxes), materials, engineering, stores, and transportation expenses, less the depreciated value of any facilities removed or replaced. The applicant requesting the removal/relocation of facilities must provide the Company with a tree-clear right-of-way in accordance with Rule No. 14 of the Company's Standard Rules and Regulations. When the removal/relocation of the Company's facilities is associated with the development of a residential, commercial or industrial site resulting in additional revenue, the Company, at its option, may grant a credit against the removal/relocation cost. 32. Rate Schedules, Rules and Regulations Subject to Change: The rate schedules, rules and regulations governing electric service as herein contained, are subject to termination, change or modification by posting, filing, and publishing any subsequent rate schedule or supplement in accordance with the Public Utility Law or under order or by permission of the Pennsylvania Public Utility Commission. No agent, representative or employee of the Company has any right to modify or alter any provision of the Company's schedule of rates, rules and regulations. 33. [This Rule Intentionally Left Blank] 34. Changing Electric Suppliers: Company shall change Customers electric supplier only upon receipt of electronic notification from the chosen electric supplier in accordance with the Pa P.U.C. Rules and Regulations as described in the Final Orders on Standards for Electronic Data Transfer and Exchange Electric Distribution Companies and Electric Generation Suppliers, Docket No. M-00960890F0015 and on Establishing Standards for Changing a Customer's Electric Supplier, Docket No. L-00970121. Changes in Customer's electric shall only be effective with Customer's normal meter reading date, regardless of whether the meter reading is actual or estimated. 35. [This Rule Intentionally Left Blank] 36. Payment Processing: The Company will follow the Commission's guidelines at Docket M-0096089F0011 (July 11, 1997), Guidelines for Maintaining Customer Services At the Same Level of Quality Pursuant to 66 Pa C.S. 2809(e) and (f) and at Docket M-00960890F0011 (June 18, 1998), Chapter 28 Electric Generation Customer Choice and Competition Act; Budget Billing Obligations of Electric Generation Suppliers.

Issued: March 25, 2002

Effective: April 12, 2002

Pennsylvania Power Company

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 36 Canceling Fourth Revised Sheet No. 36

STANDARD RULES AND REGULATIONS (Continued) 36. Payment Processing: (Continued) Customers with the Complete Bill Option remitting payments for less than the full amount billed will have their payments applied in the following manner: 1. 2. 3. 4. 5. Company Arrears Company Current EGS Arrears including Non-basic EGS Current including Non-basic Company Non-basic

Customers with the Complete Bill Option on the Budget Payment Plan with the Company and their EGS remitting payments for less than the full amount billed will have their payments prorated. 37. [This Rule Intentionally Left Blank] 38. [This Rule Intentionally Left Blank] (C) (C)

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Eighth Revised Sheet No. 37 Canceling Seventh Revised Sheet No. 37

STANDARD RULES AND REGULATIONS (Continued) 39 [This Rule Intentionally Left Blank] 40 Data Preparation: (C) For information and/or analysis requested by customers beyond what is normally supplied (e.g., historical monthly usage or meter read dates) a charge at a rate of $53 per hour will be applied. 41 [This Rule Intentionally Left Blank] 42 [This Rule Intentionally Left Blank]

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Sixth Revised Sheet No. 38 Canceling Fifth Revised Sheet No. 38

STANDARD RULES AND REGULATIONS (Continued) 43. Code Of Conduct: The Companys Code of Conduct relating to Electric Generation Customer Choice is that set forth in the Commissions regulations at 52 Pa. Code 54.122. (C) 44. [This Rule Intentionally Left Blank] 45. Tax Indemnification: If the Company becomes liable under Section 2806(g) or 2809(c) of the Public Utility Code, 66 Pa. C.S. 2806(g) and 2809(f), for Pennsylvania state taxes not paid by an EGS, the non-compliant EGS shall indemnify and hold harmless the Company for the full amount of additional state tax liability, including penalties or additional assessments, imposed upon the Company by the Pennsylvania Department of Revenue due to the failure of the EGS to pay or remit to the Commonwealth the tax imposed on its gross receipts under Section 1101 of the Tax Report Code of 1971 or Chapter 28 of Title 66.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company RESIDENTIAL SERVICE Rate Schedule RS Availability:

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 39.1 Canceling Fourth Revised Sheet No. 39.1

Available for residential service, to installations served through one meter for each family unit in a residence or apartment. When service is used through the same meter for both residential and commercial purposes the General Service rate schedule shall apply. This rate schedule is not available for commercial, institutional or industrial establishments. Service: Alternating current, 60 hertz, single phase, nominal voltage 120/240 or 120/208 as available. Rate: The net monthly charge per customer shall be:

Distribution: $8.89 Customer Charge 2.213 per kWh for all kWh

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Seventeenth Revised Sheet No. 39.2 Canceling Sixteenth Revised Sheet No. 39.2 Rate Schedule RS (Continued)

Default Service Support Charges: (I) 0.139 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule.

Consumer Education Charges: 0.009 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Residential Customer Class rate applies.
Minimum Charge:

$8.89 per month, plus applicable Price to Compare Default Service Charges Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. Billing Load: The billing load shall be the highest reading in kW each month of a thermal type meter or at the option of the Company, from a 30-minute block interval type meter, but not less than 5.0 kW. A load meter may be installed when the Customer takes generation supply from Penn Power and the customer's annual kWh usage has exceeded 7,500 kWh and the customer's kWh usage has exceeded 700 kWh in each of six consecutive months, or at the discretion of the Company. The load meter shall be removed at any time upon written request by the Customer, or may be removed at the Company's option when the Customer's kWh usage has been less than 125 kWh in the first load meter pricing block in each of the preceding twelve months and/or the customer's annual kWh usage does not exceed 7,200 kWh, or when the Customer stops taking power from Penn Power.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Ninth Revised Sheet No. 39.3 Canceling Eighth Revised Sheet No. 39.3 (C) Rate Schedule RS (Continued)

Terms of Payment: The net amount billed is due and payable within a period of twenty days. If the net amount is not paid on or before the date shown on the bill for payment of net amount, the bill shall bear interest at the rate of 1.35% per month of the unpaid net balance. Multifamily Dwellings: Where two or more families, with separate cooking facilities, occupy a residential dwelling, the wiring shall be arranged so that the service to each family can be metered and billed separately. If the wiring is not so arranged and two or more families are served through one meter, the energy blocks, as determined on a single-family basis, shall be multiplied by the number of families served.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company Rate Schedule RS (Continued) Farm Service:

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 39.4 Canceling First Revised Sheet No. 39.4

This rate schedule shall also apply for service to a farm for residential purposes and the usual farm uses outside the dwelling unit, but not if the use extends to operations of a commercial nature, such as stores, restaurants, gasoline stations, automobile service stations, repair shops or any other nonfarming operation. Where a portion of the farm is used in the processing, preparing or distribution of products not raised on that farm, or for a hatchery, dairy, greenhouse or any other specialized operation, unless such operation is incidental to the usual residential and farm uses, the customer may, at his option, provide separate circuits so that the service used in that portion may be metered and billed separately under the applicable schedule. If such separate circuits are not provided, the entire service will be billed under the General Service rate schedule. Additional dwelling units on the farm shall be metered separately or shall be supplied under the terms of this rate schedule which provide that for multifamily installations the energy blocks shall be multiplied by the number of family units served. Multiple Metering: Certain residential usage may be separately metered as a result of legal requirements (e.g. Act 54 of 1993) but not be associated with a family unit (e.g. common furnace in multiple family dwelling). In such instances the usage may be considered as residential service for billing purposes. Additional residential service that, due to wiring restrictions, requires a separately metered service and is located on the same property as the residential customers dwelling unit but is not associated with a family unit (e.g. detached garage) may also be considered as residential service for billing purposes.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 39.5 Canceling First Revised Sheet No. 39.5 (C)

Temporary Discontinuance of Service: Where service has been discontinued, the Company shall not be obliged to resume service at the same premises to the same customer within twelve months, unless it shall first receive a fee of $30 for reconnections during normal working hours or $50 for reconnections at times outside the normal working hours. Where service has been discontinued to a private cottage, cabin or mobile home used on a seasonal basis, the Company shall not be obliged to resume service at the same premises unless it shall first receive a fee of $45 for reconnections during the Company's normal working hours or $65 for reconnections at times outside the normal working hours. Normal working hours shall be defined as the normal 40 hour work week during the summer or winter work hours. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service. Motors and equipment served under this rate schedule shall have electrical characteristics so as not to interfere with service supplied to other customers of the Company.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company RESIDENTIAL SERVICE Rate Schedule RH Availability:

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Thirteenth Revised Sheet No. 40.1 Canceling Twelfth Revised Sheet No. 40.1

This provision is grandfathered to existing Customers currently utilizing this provision and will be closed to all other Customers effective June 1, 2008. Available for single-family, residential service supplied through one meter where electricity is the single source of heat and where at least 95% of the electrical consumption is within the residence. When service is used through the same meter for both residential and commercial purposes, the applicable General Service rate schedule shall apply. This rate schedule is not available to commercial, institutional or industrial establishments. Service: Alternating current, 60 hertz, single phase, nominal voltage 120/240 or 120/208 is available. Rate: The net monthly charge per customer shall be: Distribution: $8.86 Customer Charge 1.530 per kWh for all kWh Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fifteenth Revised Sheet No. 40.2 Canceling Fourteenth Revised Sheet No. 40.2

Rate Schedule RH (Continued) Default Service Support Charges: (I) 0.139 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.009 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Residential Customer Class rate applies.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Seventeenth Revised Sheet No. 40.3 Canceling Sixteenth Revised Sheet No. 40.3 Rate Schedule RH (Continued)

Water Heating Option (Special Provision) Rate: Distribution: $9.89 Customer Charge 1.530 per kWh for all kWh

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (I) 0.139 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.009 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Residential Customer Class rate applies.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Rate Schedule RH (Continued)

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Eighth Revised Sheet No. 40.4 Canceling Seventh Revised Sheet No. 40.4

(C) Special Provisions: Where a customer has installed electric water heating equipment, with a minimum of 80 gallons of tank capacity, and the necessary wiring and devices that will permit the Company to control the operation of the water heating equipment during peak load hours, the application of the above Water Heating Option shall apply. Minimum Charge: Distribution Customer Charge Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. Terms of Payment: The net amount billed is due and payable within a period of 20 days. If the net amount is not paid on or before the date shown on the bill for payment of the net amount, the bill shall bear interest at the rate of 1.35% per month of the unpaid net balance. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Seventeenth Revised Sheet No. 41.1 Canceling Sixteenth Revised Sheet No. 41.1

CONTROLLED WATER HEATING SERVICE Rate Schedule WH Availability: This rate schedule is not applicable to new customers, effective July 17, 1987. Service: Alternating current 60 hertz, single phase, nominal voltage 208 or 240 as available.

Rate:
The net monthly charge per customer shall be: Distribution: $2.29 Customer Charge 2.213 per kWh for all kWh Solar Photovoltaic Requirements Charge (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (I) 0.139 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.009 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Residential Customer Class rate applies. (I) Increase Issued: April 15, 2013 Effective: June 1, 2013

Pennsylvania Power Company Rate Schedule WH (Continued)

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Eleventh Revised Sheet No. 41.2 Canceling Tenth Revised Sheet No. 41.2

(C) Minimum Charge: $2.29 per month Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. Terms of Payment: The net amount billed is due and payable within a period of twenty days. If the net amount is not paid on or before the date shown on the bill for payment of net amount, the bill shall bear interest at the rate of 1.35% per month of the unpaid net balance.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company Rate Schedule WH (Continued)

Electric Pa. P. U. C. No. 35 Original Sheet No. 41.3

Temporary Discontinuance of Service: Where service has been discontinued, the Company shall not be obliged to resume service at the same premises to the same customer within twelve months, unless it shall first receive a fee of $30 for reconnections during normal working hours or $50 for reconnections at times outside the normal working hours. Where service has been discontinued to a private cottage, cabin or mobile home used on a seasonal basis, the Company shall not be obliged to resume service at the same premises unless it shall first receive a fee of $45 for reconnections during the Company's normal working hours or $65 for reconnections at times outside the normal working hours. Normal working hours shall be defined as the normal 40 hour work week during the summer or winter work hours. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service. Water heaters may be equipped with one heating element or, at the customer's option, with two heating elements. When equipped with two heating elements, each shall be controlled by an individual and independent thermostat, interlocked so that only one heating element can be in operation at any time. The maximum capacity of the heating element or elements that may operate at one time in a tank shall not exceed 5,500 watts or 40 watts per gallon, whichever is greater. The minimum tank capacity shall be 30 gallons. Service may be controlled by the Company, but will be available not less than 14 hours per day; the hours of service to be determined by the Company.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company GENERAL SERVICE - SMALL Rate Schedule GS Availability:

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Sixth Revised Sheet No. 42.1 Canceling Fifth Revised Sheet No. 42.1

Available for service through a single metering installation for secondary light and power service for loads up to but not including 50 kW. Service: Alternating current, 60 hertz, standard single phase or three phase three-wire or four-wire secondary service, as available. Single and three phase service will be metered and billed separately or, where feasible, single and three phase service will be furnished through a single meter installation and billed as one account provided the customer arranges his wiring to facilitate the installation of a single meter. Where service is furnished at three-phase, the customer shall provide and maintain all equipment required for lighting service. Where a transformer installation is utilized solely to furnish service to a single customer, the Company may meter the service on the primary side of the transformers, and in such case the load and energy registrations shall each be reduced 2%. Customers served by the EDC under Rate Schedule GS who choose an EGS must arrange to have all of their power provided by a single EGS. Additionally, all power provided by the EGS to Customers taking service under this rate schedule must follow the load shape of the Customer. If any EGS is providing power that is not following the load shape of the customer, the Customer must pay for any additional metering that is required and approved by the Company in order to ascertain hourly loads (kW) at the conclusion of the billing month and also to measure load (kW) in 15-minute intervals. Rate: The net monthly charge per Customer shall be: (D) Distribution: $14.44 Customer Charge $4.357 per kW for all kW over 3

(D) Decrease

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Seventeenth Revised Sheet No. 42.2 Canceling Sixteenth Revised Sheet No. 42.2 Rate Schedule GS (Continued)

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. (I) Default Service Support Charges: 0.028 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.002 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Commercial Customer Class rate applies unless the Customer elects to receive Default Service from the Company under the Hourly Pricing Default Service Rider. Special Rule GSDS Customers with a historic billing demand of 500 KW and above and who would otherwise qualify for Rate Schedule GP or GT, but who are on Rate Schedule GS due to the Customer not being under contract, will be placed on the Hourly Pricing Service Default Service Rider. Default Service Support Charges: (C) (I) $0.096 per kW NSPL The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kW billed under this Rate Schedule. (C) Change (I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Ninth Revised Sheet No. 42.3 Canceling Eighth Revised Sheet No. 42.3 Rate Schedule GS (Continued) (C)

Minimum Charge: The minimum monthly charge shall be the Distribution Charges plus applicable Price to Compare Default Service Charges. Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. Determination of Billing Load: The minimum billing load for single and three phase service shall be 3 kW and may be determined from the registration in kW of a load meter. The load meter shall be either a thermal type or a 15-minute block interval type meter at the option of the Company. Loads of 3 kW or less will be metered with a regular kWh meter at the option of the Company. For service locations unadaptable to load meters, the Company reserves the option to fix the load and install a regular kWh meter. The billing load for the month shall be (1) the amount determined by connected load or measurement, whichever method applies, and adjusted where service is supplied through a Company-owned transformer installation or (2) the minimum billing load; whichever is greater. Demands established from 9 p.m. to 8 a.m., local time, Monday through Friday, and on Saturdays, Sundays, New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, shall be designated off-peak demands. Demands established during other periods shall be designated on-peak demands. The Company shall not be required to increase the capacity of any service facilities in order to furnish off-peak demands. The Company reserves the right to change the time or times during which off-peak demands may be established. This provision is grandfathered to existing Customers currently utilizing this provision at existing locations and will be closed to all other customers effective January 1, 2007. Where a Customer takes electric generation from the Company and has the capability of moving a deferrable demand to an off-peak period and desires to do so, the Company will provide the metering capability to measure demands occurring during on-peak and off-peak periods. A one-time installation will be made to provide necessary metering capability and these installations will be removed at the first discontinuance of off-peak service. The Customers measured demand shall be the greater of the on-peak demand or one fourth of the off-peak demand.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 42.4 Canceling Fourth Revised Sheet No. 42.4

(C) THIS PAGE INTENTIONALLY LEFT BLANK

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company Rate Schedule GS (Continued)

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 42.5 Canceling First Revised Sheet No. 42.5

(C) Primary and Transmission Service Discount: No service voltage discounts are available on this rate schedule. Terms of Payment: The net amount is due and payable within fifteen days after the date of mailing the bill. If the net amount is not received in full on or before the date shown on the bill for payment of net amount, the gross amount, which is 2% more than the net amount balance, is due and payable. If the normal due date should fall on a Saturday, Sunday, bank holiday or any other day when the offices of the Company which regularly receive payment are not open to the general public, the due date shall be extended to the next business day. Auxiliary or Standby Service: When auxiliary or standby service is furnished, a contract load shall be established by mutual agreement and shall be specified in the service contract. No reduction in contract load shall be permitted during the term of the contract.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company Rate Schedule GS (Continued) Rate: (Continued) Temporary Discontinuance of Service:

Supplement No. 48 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 42.6 Canceling Original Sheet No. 42.6

Where service has been discontinued, the Company shall not be obliged to resume service at the same premises to the same customer within twelve months, unless it shall first receive a fee of $30 for reconnections during normal working hours or $50 for reconnections at times outside the normal working hours. Where service has been discontinued to a General Service - Small account on a seasonal basis, the Company shall not be obliged to resume service at the same premises unless it shall first receive a fee of $45 for reconnections during the Company's normal working hours or $65 for reconnections at times outside the normal working hours. Normal working hours shall be defined as the normal 40 hour work week during the summer or winter work hours. Contract: Customers taking secondary service on this schedule will require a written application on the Company's standard application form. All others served secondary, primary or transmission voltage and including those requiring extension of distribution facilities, will require a written contract which by its terms shall be in full force thereafter from year to year unless either party shall give to the other not less than 60 days' notice in writing prior to the expiration date of any of said yearly periods that the contract shall be terminated at the expiration date of said yearly period. When a contract is terminated in the manner provided herein, the service will be discontinued. Customers who elect not to contract for a minimum one year term as specified above will be placed on this rate schedule. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service. (C) Special Provision for Fixed Usage: The Company may, in its sole and exclusive discretion, permit Customers to take service under this Special Provision. For Customers permitted by the Company to take service under this Special Provision, the Company may, in its sole and exclusive discretion, impute a level of energy and demand for that Customer based upon the Customers projected load and hours of use for that load.

(C) Change

Issued: January 14, 2008

Effective: March 13, 2008

Pennsylvania Power Company Rate Schedule GS (Continued)

Supplement No. 25 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 42.7 Canceling Original Sheet No. 42.7

Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squads and Non-Profit Ambulance Services Availability: Upon application, a Volunteer Fire Company, a Non-Profit Senior Citizen Center, Non-Profit Rescue Squad or Non-Profit Ambulance Service may elect to have electric service rendered, pursuant to the following charges upon execution of a contract for a minimum term of one year. Definitions: Volunteer Fire Company Service-- a separately metered service location consisting of a building, sirens, a garage for housing vehicular fire fighting equipment, or a facility certified by the Pennsylvania Emergency Management Agency (PEMA) for fire fighter training. The use of electric service at this service location shall be to support the activities of the volunteer fire company. Any fund raising activities at this service location must be used solely to support volunteer fire fighting operations. The customer of record at this service location must be a predominantly volunteer fire company recognized by the local municipality or PEMA as a provider of fire fighting services. Non-Profit Senior Citizen Center Service-- a separately metered service location consisting of a facility for the use of senior citizens coming together as individuals or groups and where access to a wide range of services to senior citizens is provided. The customer of record at this service location must be an organization recognized by the Internal Revenue Service (IRS) as nonprofit and recognized by the Department of Aging as an operator of a senior citizen center. Non-Profit Rescue Squad Service-- any nonprofit chartered corporation, association, or organization located in the Commonwealth of Pennsylvania which (i) is regularly engaged in providing rescue services, (ii) possesses all necessary legal authority in Pennsylvania to perform rescue services and (iii) provides such services from a building or other structure located in the Companys service territory that constitutes a separately metered location for electric delivery purposes. The use of the electric service by the Non-Profit Rescue Squad shall be used primarily to support its service. In its sole discretion, the Company may request and the Customer/Applicant shall provide all documentary and other evidence of its compliance with this provision. Non-Profit Ambulance Serviceany nonprofit chartered corporation, association or organization located in the Commonwealth of Pennsylvania which (i) is regularly engaged in the service of providing emergency medical care and transportation of patients, (ii) possesses all necessary legal authority in Pennsylvania to perform emergency medical care and transportation of patients and (iii) provides such services from a building or other structure located in the Companys service territory that constitutes a separately metered location for electric delivery purposes. The use of the electric service by the NonProfit Ambulance Service shall be used primarily to support its service. In its sole discretion, the Company may request and the Customer/Applicant shall provide all documentary and other evidence of its compliance with this provision.

Issued: January 28, 2003

Effective: February 7, 2003

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Nineteenth Revised Sheet No. 42.8 Canceling Eighteenth Revised Sheet No. 42.8 Rate Schedule GS (Continued)

Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squads and Non-Profit Ambulance Services (Continued) Rate: The net monthly charge per Customer shall be: Distribution: $8.89 Customer Charge 2.213 per kWh for all kWh Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (I) 0.139 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.009 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Residential Customer Class rate applies.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Rate Schedule GS (Continued)

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Tenth Revised Sheet No. 42.9 Canceling Ninth Revised Sheet No. 42.9

Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squads and Non-Profit Ambulance Services (Continued) (C) Minimum Charge: $8.89 per month, plus applicable Price to Compare Default Service Charges. Riders: Bills rendered under this provision are subject to the charges stated in any applicable rider. Billing Load: The billing load shall be the highest reading in kW each month of a thermal type meter or at the option of the Company, from a 30-minute block interval type meter, but not less than 5.0 kW. A load meter shall be installed when the customer's monthly use has exceeded 700 kWh in each of three consecutive months or at the discretion of the Company. Terms of Payment: Same as listed previously in this schedule

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Sixth Revised Sheet No. 43.1 Canceling Fifth Revised Sheet No. 43.1

GENERAL SERVICE - MEDIUM Rate Schedule GM Availability: Available for secondary light and power service for loads of 50 kVA or greater. The billing load as hereinafter defined shall not be less than 50 kVA. Service: Alternating current, 60 hertz, at nominal voltages of 120/240 or 120/208 single phase, or 120/208 or 240 three phase, as available from suitable facilities of adequate capacity adjacent to the premises to be served; provided, that with respect to particular installations nominal voltage of 277/480 may, in the Company's sole discretion, be made available under this rate schedule. Single and three phase service will be metered and billed separately or, where feasible, single and three phase service will be furnished through a single meter installation and billed as one account provided the Customer arranges his wiring to facilitate the installation of a single meter. Where a transformer installation is utilized solely to furnish service to a single Customer, the Company may meter the service on the primary side of the transformers, and in such case the load and energy registrations shall each be reduced 2%. Customers served by the EDC under Rate Schedule GM who choose an EGS must arrange to have all of their power provided by a single EGS. Additionally, all power provided by the EGS to Customers taking service under this rate schedule must follow the load shape of the Customer. If any EGS is providing power that is not following the load shape of the Customer, the Customer must pay for any additional metering that is required and approved by the Company in order to ascertain hourly loads (kW) at the conclusion of the billing month and also to measure load (kVA) in 15-minute intervals.

Rate: The net monthly charge per customer shall be: (D) Distribution: $2.770 per kVA for all kVA

(D) Decrease

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company Rate Schedule GM Rate: (Continued) Solar Photovoltaic Requirements Charge:

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Seventeenth Revised Sheet No. 43.2 Canceling Sixteenth Revised Sheet No. 43.2

(I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (I) 0.033 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.002 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Commercial Customer Class rate applies unless the Customer elects to receive Default Service from the Company under the Hourly Pricing Default Service Rider.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Eleventh Revised Sheet No. 43.3 Canceling Tenth Revised Sheet No. 43.3 Rate Schedule GM (Continued)

Primary and Transmission Service Discount: No service voltage discounts are available on this rate schedule. (C) Minimum Charge: The minimum monthly charge shall be the Distribution Charges plus applicable Price to Compare Default Service Charges. Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. Determination of Billing Load: The measured load shall be determined monthly from the highest registration of a thermal type meter or, at the option of the Company, from a 15 minute block interval type meter. The billing load for the month shall be (1) measured load for the month, adjusted where service is metered primary or (2) 50 kVA; whichever is the greatest. Demands established from 9 p.m. to 8 a.m., local time, Monday through Friday, and on Saturdays, Sundays, New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, shall be designated off-peak demands. Demands established during other periods shall be designated on-peak demands. The Company shall not be required to increase the capacity of any service facilities in order to furnish off-peak demands. The Company reserves the right to change the time or times during which off-peak demands may be established. This provision is grandfathered to existing Customers currently utilizing this provision at existing locations and will be closed to all other Customers effective January 1, 2007. Where a Customer takes electric generation from the Company and has the capability of moving a deferrable demand to an off-peak period and desires to do so, the Company will provide the metering capability to measure demands occurring during on-peak and off-peak periods. A one-time installation will be made to provide necessary metering capability and these installations will be removed at the first discontinuance of off-peak service. The Customer's measured demand shall be the greater of the on-peak demand or one fourth of the off-peak demand.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company Rate Schedule GM (Continued)

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 43.4 Canceling Fourth Revised Sheet No. 43.4

(C) Terms of Payment: The net amount is due and payable within fifteen days after the date of mailing the bill. If the net amount is not received in full on or before the date shown on the bill for payment of net amount, the gross amount, which is 2% more than the net amount balance, is due and payable. If the normal due date should fall on a Saturday, Sunday, bank holiday or any other day when the offices of the Company which regularly receive payment are not open to the general public, the due date shall be extended to the next business day. Auxiliary or Standby Service: When auxiliary or standby service is furnished, a contract load shall be established by mutual agreement and shall be specified in the service contract. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 43.5 Canceling Third Revised Sheet No. 43.5

(C) THIS PAGE INTENTIONALLY LEFT BLANK

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 44.1 Canceling Fourth Revised Sheet No. 44.1 GENERAL SERVICE - PRIMARY Rate Schedule GP

Availability: Available for primary light and power service. The billing load as hereinafter defined shall not be less than 50 kVA. Service: Alternating current, 60 hertz, three phase, at nominal primary voltages as available from suitable facilities of adequate capacity adjacent to the premises to be served, and as determined by the Company. The Customer shall have the responsibility for ownership, operation, and maintenance of all transforming, controlling, regulating, and protective equipment. The Company reserves the right to install metering equipment on either the primary or secondary side of the customer's transformers, and when installed on the secondary side, 2% shall be added to the demand and energy quantities thus measured to correct for transformer losses. (C) Customers served by the EDC under Rate Schedule GP who choose an EGS must arrange to have all of their power provided by a single EGS. Additionally, all power provided by the EGS to Customers taking service under this rate schedule must follow the load shape of the Customer. (C) If any EGS is providing power that is not following the load shape of the Customer, the Customer must pay for any additional metering that is required and approved by the Company in order to ascertain hourly loads (kW) at the conclusion of the billing month and also to measure load (kVA) in 15-minute intervals.

Rate: The net monthly charge per Customer shall be: Distribution: $1.670 per kVA for all kVA

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fifteenth Revised Sheet No. 44.2 Canceling Fourteenth Revised Sheet No. 44.2 Rate Schedule GP (Continued)

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (C) (I) $0.096 per kW NSPL The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kW billed under this Rate Schedule. Consumer Education Charges: 0.000 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Hourly Pricing Service Default Service Rider rate applies.

(C) Change (I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Rate Schedule GP (Continued)

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Eleventh Revised Sheet No. 44.3 Canceling Tenth Revised Sheet No. 44.3

(C) Minimum Charge: The minimum monthly charge shall be the Distribution Charges plus applicable Hourly Pricing Service Default Service Charges. Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. Determination of Billing Load: The measured load shall be determined monthly from the highest registration of a thermal type meter or, at the option of the Company, from a 15 minute block interval type meter. The billing load for the month shall be (1) the measured load for the month, adjusted where service is metered secondary; or (2) the contract load; or (3) 50 kVA; whichever is the greatest. Demands established from 9 p.m. to 8 a.m., local time, Monday through Friday, and on Saturdays, Sundays, New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, shall be designated off-peak demands. Demands established during other periods shall be designated on-peak demands. The Company shall not be required to increase the capacity of any service facilities in order to furnish off-peak demands. The Company reserves the right to change the time or times during which off-peak demands may be established.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 44.4 Canceling Fourth Revised Sheet No. 44.4 Rate Schedule GP (Continued)

Determination of Billing Load: (Continued) This provision is grandfathered to existing Customers currently utilizing this provision at existing locations and will be closed to all other customers effective January 1, 2007. Where a Customer takes electric generation from the Company and has the capability of moving a deferrable demand to an off-peak period and desires to do so, the Company will provide the metering capability to measure demands occurring during on-peak and off- peak periods. A one-time installation will be made to provide necessary metering capability and these installations will be removed at the first discontinuance of off-peak service. The Customer's measured demand shall be the greater of the on-peak demand or one fourth of the off-peak demand. (C) Primary and Transmission Service Discount: No service voltage discounts are available on this rate schedule.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company Rate Schedule GP (Continued)

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 44.5 Canceling First Revised Sheet No. 44.5

(C) Terms of Payment: The net amount is due and payable within fifteen days after the date of mailing the bill. If the net amount is not received in full on or before the date shown on the bill for payment of net amount, the gross amount, which is 2% more than the net amount balance, is due and payable. If the normal due date should fall on a Saturday, Sunday, bank holiday or any other day when the offices of the Company which regularly receive payment are not open to the general public, the due date shall be extended to the next business day. Auxiliary or Standby Service: When auxiliary or standby service is furnished, a contract load shall be established by mutual agreement and shall be specified in the service contract.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company Rate Schedule GP (Continued)

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Ninth Revised Sheet No. 44.6 Canceling Eighth Revised Sheet No. 44.6

(C) Contract: Electric service hereunder will be furnished in accordance with a written contract which by its terms shall be in full force and effect for a minimum period of one year and shall continue in force thereafter from year to year unless either party shall give to the other not less than 60 day's notice in writing prior to the expiration date of any said yearly periods that the contract shall be terminated at the expiration date of said yearly period. When a contract is terminated in the manner provided herein, the service will be discontinued. Customers who elect not to contract for a minimum one year term, as specified above, will be placed on Rate Schedule GS. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 45.1 Canceling Fourth Revised Sheet No. 45.1

GENERAL SERVICE - TRANSMISSION Rate Schedule GT Availability: Available for transmission light and power service furnished through one meter for each installation. The minimum billing demand shall be 200 kVA. Service: Alternating current, 60 hertz three phase, at nominal transmission voltages of 23,000 volts or above from suitable facilities of adequate capacity as may be available adjacent to the premises to be served and as determined by the Company. The Customer shall have the responsibility for ownership, operation, and maintenance of all transforming, controlling, regulating, and protective equipment The Company reserves the right to install the metering equipment on either the primary or secondary side of the customer's transformers, and when installed on the secondary side, compensating metering equipment will be used to correct for transformer losses. (C) Customers served by the EDC under Rate Schedule GT who choose an EGS must arrange to have all of their power provided by a single EGS. Additionally, all power provided by the EGS to Customers taking service under this rate schedule must follow the load shape of the Customer. If any EGS is providing power that is not following the load shape of the Customer, the Customer must pay for any additional metering that is required and approved by the Company in order to ascertain hourly loads (kW) at the conclusion of the billing month and also to measure load (kVA) in 30-minute intervals. Rate: The net monthly charge per customer shall be: Distribution: $0.364 per kVA for all kVA

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fifteenth Revised Sheet No. 45.2 Canceling Fourteenth Revised Sheet No. 45.2 Rate Schedule GT (Continued)

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (C) (I) $0.096 per kW NSPL The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kW billed under this Rate Schedule. Consumer Education Charges: 0.000 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: For Customers receiving Default Service from the Company, the Hourly Pricing Service Default Service Rider rate applies.

(C) Change (I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Rate Schedule GT (Continued)

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Eleventh Revised Sheet No. 45.3 Canceling Tenth Revised Sheet No. 45.3

(C) Discount: The distribution charges shall be reduced by: 3.0% when the Customer receives service directly from the 69,000 volt transmission system. 5.0% when the Customer receives service directly from the 138,000 volt transmission system. Reductions are not applicable to the Hourly Pricing Service Default Service Rider charges. Determination of Billing Demand: The term demand is defined as the average rate of use of electric energy measured in kilovolt-amperes (kVA) during any thirty-minute period. Demands established from 9 p.m. to 8 a.m., local time, Monday through Friday, and on Saturdays, Sundays, New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, shall be designated off-peak demands. Demands established during other periods shall be designated on-peak demands. The Company shall not be required to increase the capacity of any service facilities in order to furnish off-peak demands. The Company reserves the right to change the time or times during which off-peak demands may be established. The billing demand for 23 kV and 69 kV customers shall be the highest 30-minute on-peak demand during the month and the billing demand for 138 kV customers shall be the average of the highest two 30minute on-peak demands during the month, except that in no event shall the billing demand be less than 200 kVA nor less than (1) one fourth of the highest single 30-minute off-peak demand during the month; nor less than (2) the contract demand when the customer receives auxiliary or standby service.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 45.4 Canceling Fourth Revised Sheet No. 45.4

(C) THIS PAGE INTENTIONALLY LEFT BLANK

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company Rate Schedule GT (Continued)

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 45.5 Canceling Third Revised Sheet No. 45.5

(C) Minimum Charge: The minimum monthly charge shall be the Distribution Charges plus applicable Hourly Pricing Service Default Service Charges. Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. Terms of Payment: The net amount is due and payable within fifteen days after the date of mailing the bill. If the net amount is not received in full on or before the date shown on the bill for payment of net amount, the gross amount, which is 2% more than the net amount balance, is due and payable. If the normal due date should fall on a Saturday, Sunday, bank holiday or any other day when the offices of the Company which regularly receive payment are not open to the general public, the due date shall be extended to the next business day. Auxiliary or Standby Service: When auxiliary or standby service is furnished, a contract demand shall be established by mutual agreement and shall be specified in the service contract. No reduction in contract demand shall be permitted during the term of the contract. In recontracting for auxiliary or standby service, the new contract demand shall not be less than 60% of the highest billing demand during the last eleven months of the previous contract period.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 45.6 Canceling Second Revised Sheet No. 45.6 Rate Schedule GT (Continued) (C)

Contract: Electric service hereunder will be furnished in accordance with a written contract which by its terms shall be in full force and effect for a minimum period of one year and shall continue in force thereafter from year to year unless either party shall give to the other not less than 60 day's notice in writing prior to the expiration date of any said yearly periods that the contract shall be terminated at the expiration date of said yearly period. When a contract is terminated in the manner provided herein, the service will be discontinued. Customers who elect not to contract for a minimum one year term, as specified above, will be placed on Rate Schedule GS. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service.

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Seventh Revised Sheet No. 46.1 Canceling Sixth Revised Sheet No. 46.1 PRIVATE OUTDOOR LIGHTING SERVICE Rate Schedule PLS

Availability: Available for all-night outdoor lighting service to any Customer on the lines of the Company where such service can be supplied by the installation of lighting fixtures supplied directly from (1) existing secondary circuits or (2) an extension of existing secondary circuit that requires only one additional span of secondary circuit and does not require any other facilities or expenses (e.g. new pole, pole changeout, or guying). Service: Complete lighting service will be furnished by the Company using vapor lamps installed in standard fixtures. All equipment will be installed and maintained by the Company. Rate: Overhead and Post-Top (PT) Lighting Service: The charges listed below for lights not designated as PT are for each light with luminaire and bracket arm, supplied from an existing pole and secondary facilities. The charges listed below for lights designated as PT are for each lamp with post-top luminaire mounted on a 14'-16' post installed 4' in the ground, where service is supplied from existing secondary, including 50 feet of circuit installed in a trench provided by the customer. Distribution Charge: Rating in Watts 175 175 400 70 100 100 150 250 400 250 400 1,000 Nominal Lumens 7,500 7,500 22,000 5,800 9,500 9,500 16,000 27,500 50,000 23,000 40,000 110,000 Average Monthly kWh 70 70 156 32 46 46 66 98 156 98 156 364 (C) Distribution

Type Mercury Vapor Mercury Vapor - PT Mercury Vapor Sodium Vapor Sodium Vapor - PT Sodium Vapor Sodium Vapor Sodium Vapor Sodium Vapor Metal Halide Metal Halide Metal Halide

$ 7.21 13.12 6.19 9.00 13.80 9.05 8.73 9.16 9.08 11.29 9.64 4.09

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fifteenth Revised Sheet No. 46.2 Canceling Fourteenth Revised Sheet No. 46.2 Rate Schedule PLS (Continued)

Rate: (Continued) When service cannot be supplied from facilities included above and additional facilities are required, the customer will in addition to the above charges pay the following distribution charge for each pole: For each 30' or 35' pole, per month For each 40' pole, per month Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (I) 0.033 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.002 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: The Default Service Charges shall be determined using the applicable Average Monthly kWh usage, from the preceding chart, multiplied by the Price to Compare Default Service Rate Rider, Commercial Customer Class rate. $5.48 6.38

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Rate Schedule PLS (Continued)

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 46.3 Canceling First Revised Sheet No. 46.3

(C) Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider.

Terms of Payment: The net amount billed is due and payable within a period of twenty days for residential type service and fifteen days for commercial type service. If the net amount is not paid on or before the date shown on the bill for payment of net amount, the bill shall bear interest at the rate of 2% per month of the unpaid net balance. This service shall be separately billed, or at the Company's option, billing for it shall be added as a separate item to the customer's bill for other service or services. Failure to pay for one service shall not be treated as failure to pay for the other service or services for any purpose.

Contract: Electric service hereunder will be furnished in accordance with a written contract which by its terms shall be in full force and effect for a period of three years and shall continue in force thereafter from year to year unless either party shall give to the other not less than 60 days' notice in writing prior to the expiration date of any of said yearly periods that the contract shall be terminated at the expiration date of said yearly period. When a contract is terminated in the manner provided herein, the service will be discontinued. Terms and Conditions: The customer shall provide cleared rights-of-way, including easements as may be required by the Company and the customer shall be responsible for any permits which may be required in order for the Company to supply the lighting service. All lamps shall burn from dusk to dawn, every night, burning approximately 4,070 hours per year. Maintenance will be performed during regularly scheduled working hours and the Company will endeavor to replace burned-out lamps within 48 hours after notification. The Company shall replace glass globes and other glass covers twice in a twelve-month period at no additional cost. With repeated vandalism, the Company, at its option, will repair or remove its damaged equipment and the customer shall pay for repairs on a time and material basis, plus overhead charges.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company Rate Schedule PLS (Continued)

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 46.4 Canceling First Revised Sheet No. 46.4

(C) Terms and Conditions: (Continued) No reduction in bill shall be allowed for lamp outages. Additional facilities, not provided for herein, that must be installed by the Company, at the customer's request, shall be and remain the property of the Company but shall be paid for by the customer on the basis of an estimate prepared by the Company. The rates contained herein are for continuous use of the facilities and are not applicable to seasonal usage.

Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Twelfth Revised Sheet No. 47.1 Canceling Eleventh Revised Sheet No. 47.1 STREET LIGHTING SERVICE HIGH PRESSURE SODIUM VAPOR Rate Schedule SV

Availability: Available to municipalities and other governmental agencies for lighting public streets, highways, bridges, parking lots, parks, and similar public places. Service: Company will furnish, install, operate, and maintain its standard HPS street light units consisting of lamps, luminaires, controls, brackets, and ballasts utilizing the Company's wood, metal or steel poles and overhead and underground distribution facilities that exist along public thoroughfares. Exceptions are as noted under Special Terms and Conditions. Lighting units will operate from sunset until sunrise, each night of the year, approximately 4,070 hours of annual operation. Rate: Distribution Charge: Rating in Watts 70 100 150 250 400 Nominal Lumens 5,800 9,500 16,000 27,500 50,000 Average Monthly kWh 32 46 66 98 156 Distribution $ 9.00 9.05 8.74 9.15 9.07

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Eighth Revised Sheet No. 47.2 Canceling Seventh Revised Sheet No. 47.2 Rate Schedule SV (Continued)

Default Service Support Charges: (I) 0.033 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.002 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: The Default Service Charges shall be determined using the applicable Average Monthly kWh usage, from the preceding chart, multiplied by the Price to Compare Default Service Rate Rider, Commercial Customer Class rate. Special Terms and Conditions: Additional Facilities: When the customer requests service that requires additional facilities, such as wood, metal or ornamental poles not presently considered a part of the Company's existing overhead or underground distribution system, the customer shall bear these additional costs. The customer shall also bear the cost of rearranging or extending the existing facilities necessary to serve additional lights or to obtain the required mounting height. All necessary street lighting facilities are supplied, installed, owned, operated, and maintained by the Company and are connected to the Company's available general distribution system. The equipment installed under the above rate is of the type currently being furnished by the Company at the time service is contracted. The Company will install the street lights as requested upon payment by the customer of the aforementioned excess costs. The customer may elect to pay monthly minimum charges for a period not to exceed 60 months based on the estimated construction cost of such additional facilities.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 47.3 Canceling Second Revised Sheet No. 47.3 Rate Schedule SV (Continued) (C)

Replacements: If the customer requests the Company to remove the present street light system to install high pressure sodium vapor lights and if the present system is less than twenty years old, the customer shall pay the removal cost plus the remaining value of the system. If the customer terminates his present street lighting service within twelve months of requesting service under this schedule, the above condition of service remains in effect. However, in the case where the lights have been in place longer than ten years, and the customer replaces a portion of the existing mercury vapor system with sodium vapor and further requests that the removed mercury vapor lights replace a portion of the existing incandescent lights, the Company will assume these costs provided that there is remaining value in the mercury vapor lights, i.e., not fully depreciated. If the customer chooses, or is unable, to replace existing incandescent lights with the replaced mercury vapor lights, the customer shall pay the remaining life value of the removed mercury vapor lights including poles and hardware. (C) Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. (C) Terms of Payment: The net amount billed is due and payable within a period of thirty days. If the net amount is not paid on or before the date shown on the bill for payment of net amount, the bill shall bear interest at the rate of 2% per month of the unpaid net balance. Contract: Electric service hereunder will be furnished in accordance with a written contract which by its terms shall be in full force and effect for a period of ten years and shall continue in force thereafter for five-year periods unless either party shall give to the other not less than 60 days' notice in writing prior to the expiration date of any of said five-year period that the contract shall be terminated at the expiration date of said five-year period. When a contract is terminated in the manner provided herein, the service will be discontinued. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service.

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Twelfth Revised Sheet No. 48.1 Canceling Eleventh Revised Sheet No. 48.1

STREET LIGHTING SERVICE HIGH PRESSURE SODIUM VAPOR DIVIDED OWNERSHIP Rate Schedule SVD Availability: Available to municipalities and other governmental agencies for lighting public streets, highways, bridges, parking lots, parks and similar public places. Service: The Company will furnish energy and maintenance only to those HPS street light units that are listed in the Company's approved material standards. Maintenance shall include lamp replacement, photo-cell replacement, and scheduled cleaning. Lighting units will operate from sunset to sunrise, each night of the year, approximately 4,070 hours of annual operation. Rate: Distribution Charge: Rating in Watts 70 100 150 250 400 Nominal Lumens 5,800 9,500 16,000 27,500 50,000 Average Monthly kWh 32 46 66 98 156

Distribution $ 3.79 3.74 3.33 3.64 3.06

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Eighth Revised Sheet No. 48.2 Canceling Seventh Revised Sheet No. 48.2

Rate Schedule SVD (Continued) Default Service Support Charges: (I) 0.033 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.002 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: The Default Service Charges shall be determined using the applicable Average Monthly kWh usage, from the preceding chart, multiplied by the Price to Compare Default Service Rate Rider, Commercial Customer Class rate. Terms and Conditions: General Conditions: When the customer requests service under this schedule, the Company will install the luminaire, lamp mastarm, photocell, and fuse as provided by the governmental agency with payment for material and estimated installation costs in advance of construction. The Company will connect the street lights to the circuit and provide maintenance as noted above. The governmental agency shall be responsible for all costs associated with the vandalism of the fixture and repair, removal or replacement of luminaires. These costs shall be billed to the governmental agency at actual costs. Additional Facilities: When the customer requests service that requires additional facilities, such as wood, metal or ornamental poles not presently considered a part of the Company's existing overhead or underground distribution system, the customer shall bear these additional costs. The customer shall also bear the cost of rearranging or extending the existing facilities necessary to serve additional lights or to obtain the required mounting height. All necessary street lighting facilities are provided by the customer for installation by the Company with payment in advance of construction. The customer shall be responsible for the expense of maintaining the street light equipment except for maintenance to be provided by the Company as noted above.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 48.3 Canceling Second Revised Sheet No. 48.3 Rate Schedule SVD (Continued) (C)

Replacements: If the customer requests the Company to remove the present street light system to install high pressure sodium vapor lights and if the present system is less than twenty years old, the customer shall pay the removal cost plus the remaining value of the system. If the customer terminates his present street lighting service within twelve months of requesting service under this schedule, the above condition of service remains in effect. However, in the case where the lights have been in place longer than ten years, and the customer replaces a portion of the existing mercury vapor system with sodium vapor and further requests that the removed mercury vapor lights replace a portion of the existing incandescent lights, the Company will assume these costs provided that there is remaining value in the mercury vapor lights, i.e., not fully depreciated. If the customer chooses, or is unable, to replace existing incandescent lights with the replaced mercury vapor lights, the customer shall pay the remaining life value of the removed mercury vapor lights including poles and hardware. Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider. Terms of Payment: The net amount billed is due and payable within a period of thirty days. If the net amount is not paid on or before the date shown on the bill for payment of net amount, the bill shall bear interest at the rate of 2% per month of the unpaid net balance. Contract: Electric service hereunder will be furnished in accordance with a written contract which by its terms shall be in full force and effect for a period of ten years and shall continue in force thereafter for five-year periods unless either party shall give to the other not less than 60 days' notice in writing prior to the expiration date of any of said five-year period that the contract shall be terminated at the expiration date of said five-year period. When a contract is terminated in the manner provided herein, the service will be discontinued. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service.

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Seventh Revised Sheet No. 49.1 Canceling Sixth Revised Sheet No. 49.1 (C) THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Eighth Revised Sheet No. 49.2 Canceling Seventh Revised Sheet No. 49.2 (C) THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Eleventh Revised Sheet No. 50.1 Canceling Tenth Revised Sheet No. 50.1 STREET LIGHTING SERVICE MERCURY VAPOR Rate Schedule SM

Availability: This provision is grandfathered to existing Customers currently utilizing this provision at existing locations and will be closed to all other Customers effective June 1, 2008. Available to governmental units for lighting public streets, roads, and ways.

Service: Company furnishes, operates, and maintains the street lighting system, except as noted under Special Terms and Conditions. Service shall extend from one-half hour after sunset until one-half hour before sunrise, each night of the year, approximating 4,070 hours of annual operation.

Rate:

Rating in Watts 175 400

Type Overhead - Wood Pole Overhead - Wood Pole

Nominal Lumens 7,500 22,000

Average Monthly kWh 70 156

Distribution $ 11.75 12.56

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Eighth Revised Sheet No. 50.2 Canceling Seventh Revised Sheet No. 50.2 Rate Schedule SM (Continued)

Default Service Support Charges: (I) 0.033 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Consumer Education Charges: 0.002 cents per kWh for all kWh The Company will charge for Consumer Education Charges to Customers taking Delivery Service in accordance with the provisions of the Consumer Education Program Cost Recovery Rider. Default Service Charges: The Default Service Charges shall be determined using the applicable Average Monthly kWh usage, from the preceding chart, multiplied by the Price to Compare Default Service Rate Rider, Commercial Customer Class rate. Special Terms and Conditions: Extensions: Extensions of street lighting facilities will be made by the Company only where, in the opinion of the Company, the annual revenue justifies the cost of such extensions. Riders: Bills rendered under this schedule are subject to the charges stated in any applicable rider Terms of Payments: The net amount billed is due and payable within a period of thirty days. If the net amount is not paid on or before the date shown on the bill for payment of net amount, the bill shall bear interest at the rate of 2% per month of the unpaid net balance. Contract: Electric service hereunder will be furnished in accordance with a written contract which by its terms shall be in full force and effect for a period of five years and shall continue in force thereafter from year to year unless either party shall give to the other not less than 60 days' notice in writing prior to the expiration date of any of said yearly periods that the contract shall be terminated at the expiration date of said yearly period. When a contract is terminated in the manner provided herein, the service will be discontinued. Rules and Regulations: The Company's Standard Rules and Regulations shall apply to the installation and use of electric service. (I) Increase Issued: April 15, 2013 Effective: June 1, 2013

Pennsylvania Power Company

Electric Pa. P. U. C. No. 35 Original Sheet No. 51.1

PURCHASE OF ENERGY FROM COGENERATION AND SMALL POWER PRODUCTION FACILITIES Availability: This schedule is applicable to the purchase of power from cogeneration and small power production facilities which qualify under Section 210 of the Public Utility Regulatory Policies Act of 1978. All other electric service which cogenerators or small power producers may require from the Company, such as supplementary power, back-up power, interruptible back-up power or maintenance power, shall be furnished under the Company's General Service, Partial Service Rider. Administration: A monthly charge of $10.00 will be made to cover administrative and other costs related to purchases from and interconnection with the qualifying facility. Rate: The Company will pay the applicable avoided cost for all kilowatt-hours.

Transmission of Power: Penn Power will transmit power from qualifying cogenerators and small power producers to other utilities under reasonable arrangements and upon payment of reasonable charges, provided such a transfer will cause no undue burden to the Company and will not unreasonably impair the reliability of service provided by the Company. Interconnection Costs: A qualifying facility shall pay any reasonable additional--that is, incremental--connection costs above the costs to service the customer's electrical load which the Company may incur to allow the Company to purchase power from the qualifying facility. A qualifying facility shall provide the equipment necessary for it to interconnect with the Company on the qualifying facility's side of the interconnection point in a manner which is compatible with and meets the safety standards of the Company

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company

Electric Pa. P. U. C. No. 35 Original Sheet No. 51.2

PURCHASE OF ENERGY FROM COGENERATION AND SMALL POWER PRODUCTION FACILITIES (Continued) Interconnection Costs: (Continued) A qualifying facility shall submit its interconnection plans and specifications to the Company. The Company shall accept or reject these plans within 60 days of receipt of all required documents. The Company shall provide general interconnection requirements upon request. After the qualifying facility installs the necessary interconnection equipment, the Company can require an inspection prior to making the interconnection. The Company shall have this inspection conducted within 20 days of notice by the qualifying facility that the installation has been completed and shall provide the qualifying facility with the results of this inspection within five working days. In general, the interconnection costs are those reasonable costs of connection, switching, metering, transmission, distribution, safety provisions, and administration incurred by the Company directly related to the installation and maintenance of the physical facilities necessary to permit interconnection operations with a qualifying facility to the extent such costs are in excess of the corresponding costs which the Company would have incurred to serve the qualifying facility if it had been a customer only. Payments for the incremental interconnection costs described above may, at the option of the qualifying facility, be made either as one lump sum payment or be spread over a mutually agreeable period of 36 months or less. When the qualifying facility chooses to spread the payment over a reasonable time period, the payments to the Company shall include an interest payment to cover the Company's allowed rate of return on common equity as last approved by the Commission. Purchase Agreement: No contract is required for qualifying facilities who elect to receive the actual avoided costs at the time of the sale to the Company. In addition, those qualifying facilities of 50 kW or less that elect to have net energy billing do not require a written agreement. Those qualifying facilities greater than 500 kW wishing to use projections or levelized projections to sell power to the Company shall be required to sign a letter of agreement or other contract stating the terms of the transaction. No purchase will be made without such contract.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company

Supplement No. 92 to Electric Pa. P. U. C. No. 35 Seventeenth Revised Sheet No. 52.1 Canceling Sixteenth Revised Sheet No. 52.1 RIDER A State Tax Adjustment Surcharge

In addition to the charges provided in this tariff, a surcharge of 0.81% will apply on all bills rendered on and after January 1, 2013 pursuant to Pa. P.U.C. authorization of March 10, 1970. The above surcharge will be recomputed using the elements prescribed by the Commission: a) whenever any of the tax rates used in the computation of the surcharge are changed, b) whenever the utility makes effective increased or decreased rates The above recalculations in items (a) through (b) will be submitted to the Commission within 10 days after the occurrence of the event or date which occasions such recomputation. If the recomputed surcharge is less than the one in effect the utility will, and if the recomputed surcharge is more than the one then in effect the utility may, submit with such recomputations a tariff or supplement to reflect such recomputed surcharge, the effective date of which shall be 10 days after filing.

(I) (C)

(I) Increase (C) Change

Issued: December 19, 2012

Effective: January 1, 2013

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 53.1 Canceling Fourth Revised Sheet No. 53.1 RESIDENTIAL SERVICE Optional Controlled Service Rider

Availability: This provision is grandfathered to existing customers currently utilizing this provision at existing locations and will be closed to all other customers effective January 1, 2007. Available to any residential Customer that takes electric generation service from the Company and is taking service under the Company's residential rate schedule (Rate RS), where a load meter is installed and the Customer agrees to install the necessary wiring and devices as provided by the Company that will permit the Company to control the operation of the specified equipment during peak load hours.

Options: A - Controlled Water Heating Customer must have an electric water heater which meets the Company's minimum tank capacity requirements to receive a reduction of 3 kW in the measured monthly load. (C) The add-on electric heat pump or centralized resistance heating must be installed in conjunction with a central heating system utilizing fossil fuel. The customer charge in the residential rate shall be $9.91. The Distribution, Solar Photovoltaic Requirements, and Default Service Charges shall be the same as Rate RS. B - Controlled Add-On Electric Heat Pump or Centralized Resistance Heating The add-on electric heat pump or centralized resistance heating must be installed in conjunction with a central heating system utilizing fossil fuel. Customers with such dual-fuel systems will receive one of the following reductions in their measured monthly loads during the heating season (beginning with billing Cycle 10 meter readings in mid-October through billing Cycle 9 meter readings in mid-May): (1) Heat Pump--3 kW (2) Resistance Heating (Minimum 12.5 kW Capacity)--10 kW (C) The customer charge in the residential rate shall be $9.91. The Distribution, Solar Photovoltaic Requirements, and Default Service Charges shall be the same as Rate RS..

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fourteenth Revised Sheet No. 53.2 Canceling Thirteenth Revised Sheet No. 53.2 Optional Controlled Service Rider (Continued)

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (I) 0.139 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Residential Customer Class rate applies. Provisions: (a) If a Customer qualifies for both Options A and B, the load reductions thereunder shall be additive and the customer charge shall be $9.91. (b) Options A and B are not available to residential customers that have whole-house load controllers installed. (c) Each installation shall be approved after verifying compliance with the Company's requirements. Periodic checks of the installed facilities will be made by Company representatives to verify continuing compliance with the Company's requirements. (d) The total time for all controlled interruptions shall not exceed eight hours in any twenty-four hour period. In no case shall either Option A or B cause the billing minimum be less than 5 kW as provided on Rate Schedule RS

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company GENERAL SERVICE-SECONDARY VOLTAGES Optional Controlled Service Rider Availability: [This rider is not applicable to new customers, effective June 20, 1996.]

Electric Pa. P. U. C. No. 35 Original Sheet No. 54.1

This rider provides for one separately metered and controlled service to qualifying electrical equipment. It is available to any general service customer taking service under the Company's General Service-Secondary Voltages rate (Rate GS or Rate GM), where the customer has installed the necessary wiring and devices that will permit the Company to separately meter and control the operation of the specified qualifying equipment. This rider is not available for auxiliary or standby service.

Qualifying Equipment: Qualifying equipment includes electric space conditioning, water heating, and stored energy systems. Where the qualifying equipment served under the rider does not include space cooling equipment, the rider shall apply year-round. For qualifying connected loads that include space cooling equipment, the rider shall apply only during the winter period, October through May. Where water heating equipment only is served under this rider, such equipment must have a minimum aggregate tank capacity of 80 gallons. No equipment except that specified as qualifying equipment shall be connected to the separately metered and controlled service provided under this rider.

Provisions: (1) Controlled service will be provided under the rider on a year-round basis, except that where space cooling equipment is included as part of the qualifying equipment, rider service will be provided only during the winter period, October through May. Controlled service is subject to a continuous interruption of two hours in any six hour period. (2) Seasonal service, limited to qualifying equipment, will be provided without control under the rider during the winter period, October through May. (3) If mutually agreeable arrangements can be made, separate metering of qualifying equipment may be waived for those customers having at least 500 kW of qualifying equipment. In such cases General Service Rate Schedule GS or GM shall apply after reducing the billing demand by the estimated demand of the qualifying equipment for the period during which the rider is otherwise applicable.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 54.2 Canceling Fourth Revised Sheet No. 54.2 Optional Controlled Service Rider (Continued)

Provisions: (Continued) (4) Each installation shall be approved after verifying compliance with the Companys requirements. Periodic checks of the installed facilities will be made by Company representatives to verify continuing compliance with the Companys requirements. (5) Where it is determined that non-qualifying loads are served under the rider, the rider shall be terminated immediately, and the applicable General Service Rate GS or GM will be applicable for billing. (6) All provisions under Rate GS or GM shall apply.

Rate: The following net monthly charges shall apply: Rate GS Controlled Service Distribution Customer Charge All kWh, per kWh $7.87 1.340 Seasonal Service $7.87 1.340 Rate GM Controlled Service $7.87 0.857 Seasonal Service $7.87 0.857

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fourteenth Revised Sheet No. 54.3 Canceling Thirteenth Revised Sheet No. 54.3 Optional Controlled Service Rider (Continued)

Default Service Support Charges: Rate GS 0.028 cents per kWh for all kWh (I) Rate GM 0.033 cents per kWh for all kWh (I)

The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Commercial Customer Class rate applies.

Billing: For those months where the rider is not applicable (June through September for rider service that includes space cooling equipment), Rate GS or GM shall apply. The customer charge, however, shall remain $7.87 for these summer months unless service is rendered pursuant to provision (3).

Riders: Bills rendered under this rider are subject to the charges stated in any applicable rider.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 55.1 Canceling Third Revised Sheet No. 55.1 (C) THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P.U.C. No. 35 Second Revised Sheet No. 55.2 Canceling First Revised Sheet No. 55.2 (C)

THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 55.3 Canceling First Revised Sheet No. 55.3

(C) THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 55.4 Canceling Third Revised Sheet No. 55.4

(C) THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 55.5 Canceling First Revised Sheet No. 55.5

(C) THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company GENERAL SERVICE Partial Service Rider Applicability:

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 56.1 Canceling First Revised Sheet No. 56.1

This provision is grandfathered to existing customers currently utilizing this provision at existing locations and will be closed to all other customers effective January 1, 2007. This rider applies to general service customers having generation equipment capable of supplying all or a portion of their power requirements for other than emergency purposes regardless of ownership of the generation facilities. Services: Back-Up Power: Back-up Power is electric energy or capacity supplied by the Company to replace energy or capacity ordinarily generated by a qualifying facility's own generation equipment which equipment is not available during an unscheduled outage of the facility. The Company and the customer shall enter into a partial service contract which shall designate the amount of Back-up Power. In no event shall the Back-up Power exceed the capability of the generating facility. This Back-up Power shall be considered firm up to the limits specified in the contract for partial service. The customer shall notify the Company within 24 hours of the occurrence of a partial or full outage affecting the generating facilities when the duration of such outage is expected to extend for a period greater than 3 days, and again within 24 hours after the end of such outage. All verbal notifications shall be confirmed in writing. Maintenance Power: Maintenance Power is electric energy or capacity supplied by the Company during scheduled outages of the qualifying facility. For customers contracting for Maintenance Power, the customer shall notify the Company 60 days in advance of the beginning of each calendar year of its preferred maintenance schedule for its generating facilities. Upon agreement by the Company, a preliminary maintenance schedule will be established for the customer. The scheduled maintenance may be canceled by the Company at any time with 30 days' notice prior to the commencement of the scheduled maintenance if conditions on the Company's system warrant such cancellation or at any time prior to the start of each weekly period by the customer with 5 days' notice. Scheduled maintenance canceled pursuant to the conditions described above shall be rescheduled in a manner acceptable to the customer and the Company as soon as practicable. In no event shall scheduled Maintenance Power exceed the designated Back-up Power.

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company Partial Service Rider (Continued) Maintenance Power: (Continued)

Electric Pa. P. U. C. No. 35 Original Sheet No. 56.2

Scheduled Maintenance service shall be provided for a maximum of 70 days in any 12-month period. Nothing shall preclude the customer from performing maintenance within the limits of the contract at any time. With the exception of the 30-day notice described above, the maintenance schedule cannot be unilaterally altered but may be modified by mutual agreement. Supplementary Power: Supplementary Power is electric energy or capacity, supplied by the Company, regularly used by a qualifying facility in addition to that which the facility generates itself. The contract demand for supplementary service shall not be less than the minimum in the Otherwise Applicable Rate Schedule. If a customer has not contracted for Supplementary Power, and the recorded demand for such customer exceeds the specified Back-up Capacity in any month, then the specified Back-up Capacity shall be increased to reflect such excess during the remaining term of the contract, but not to exceed the capability of the customer's generation facilities. If a customer has contracted for Back-up Power in an amount less than the net capability of the customer's generating facilities, and the recorded demand for such customer exceeds the sum of the specified Supplementary capacity plus the specified Back-up Power, then the specified Back-up capacity shall be increased to reflect such excess during the remaining term of the contract, but not to exceed the capability of the customer's generation facilities. In either event, if a customer has demand in excess of specified Back-up Power, or specified Back-upPower plus specified Supplementary Power on a regular basis, then such demand shall be considered Supplementary Power. Conditions: All provisions in the Otherwise Applicable Rate Schedule related to billing and terms and conditions of service shall apply to service under this rider. The term "Otherwise Applicable Rate Schedule" as used herein refers to the rate schedule for service which would be applicable to the customer if it were a full service customer.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company Partial Service Rider (Continued) Conditions: (Continued)

Electric Pa. P. U. C. No. 35 Original Sheet No. 56.3

In applying this rider, or any part thereof, the Company does not waive the right to disconnect a customer who connects or operates equipment in parallel with the Company's system without approval of the Company or who in any way interferes with or jeopardizes service to other customers, endangers others or adversely affects the Company's operations. The customer must comply with the General Conditions For Interconnection of Customer-Owned Generation with Ohio Edison/Penn Power System. Service under this rider is subject to the Rules and Regulations of the Company on file with the Public Utility Commission of Pennsylvania, particularly Rule No. 39. Rate: Administrative Charge: $50.00 per month. Supplementary Power: Power delivered for supplementary purposes, which is all power exclusive of Back-up Power and Scheduled Maintenance Power, shall be billed monthly under the Otherwise Applicable Rate Schedule. Back-Up Capacity Charge: The demand charge per kVA of Back-up Capacity shall be initially established by multiplying the current demand charge in the Otherwise Applicable Rate Schedule by 0.30. The level of this multiplier may then be revised downward for subsequent contract periods to reflect the reliability of the individual self-generator. Any failure of the Company's system which trips a self-generator off-line will not be considered a self-generator outage. Energy usage in kWh shall be billed at the tail block of the Otherwise Applicable Rate Schedule. Scheduled Maintenance Power: The energy charge for scheduled maintenance power will be at the last block energy charge in the Otherwise Applicable Rate Schedule less 2 mills per kWh. Supplemental and Back-up Power used during the balance of each billing period in which Maintenance Power is scheduled shall be prorated for the balance of each period.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company Partial Service Rider (Continued)

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 56.4 Canceling First Revised Sheet No. 56.4

(C) Contract: Service under this rider shall be provided only after a partial service contract is entered between the customer and the Company. The initial term of such contract shall not be less than one year and such term shall be automatically extended for the period specified unless canceled. Contracts may be canceled by either party at the end of the initial term or extension thereof on not less than 60 days prior written notice. Each such contract shall specify the Back-up Capacity, the Maintenance Capacity, and the Supplementary Capacity for those months only when maintenance or back-up service is taken. Facilities and Services: The customer shall install required interconnection facilities as set forth in interconnection policies of the Ohio Edison/Penn Power System. The customer shall reimburse the Company for all additional costs directly associated with ownership and operation and maintenance of Company supplied facilities and services required to provide parallel service. Where additional transmission and/or distribution facilities are specifically required to provide partial service and where the estimated partial service revenue is insufficient to justify the additional investment required to furnish such service, the Company reserves the right to require the customer to pay for all or any portion of the costs associated with providing the facilities. The customer shall reimburse the Company for the cost of installing, maintaining, and/or continuing to provide additional, modified or special facilities and services which are required solely to provide scheduled maintenance power.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 57.1 Canceling Third Revised Sheet No. 57.1

(C) THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 91 to Electric Pa. P. U. C. No. 35 Seventh Revised Sheet No. 58.1 Canceling Sixth Revised Sheet No. 58.1

UNIVERSAL SERVICE COST RIDER A Universal Service Charge (USC) shall be applied to each kilowatt-hour delivered during a billing month to all Customers served under residential retail rate schedules under this Tariff, determined to the nearest onethousandth of a cent per kilowatt-hour (kWh). The USC shall be non-bypassable. (C) For service rendered January 1, 2013 through December 31, 2013 the USC rate billed to all Customers served under residential retail rate schedules is $0.00608 per kWh. (D)

(C) Change (D) Decrease

Issued: November 29, 2012

Effective: January 1, 2013

Pennsylvania Power Company

Supplement No. 50 to Electric Pa. P.U.C. No. 35 Second Revised Sheet No. 58.2 Canceling First Revised Sheet No. 58.2 (C)

Universal Service Cost Rider (continued)

The USC shall be calculated in accordance with the formula set forth below: USC = [(USC/SRes) (E/SRes)] X [1/(1-T)] Where: USC = USC = The charge in mills per kilowatt-hour to be applied to each kilowatt-hour delivered to all Customers served under residential retail rate schedules under this Tariff. Universal Service Program Costs, which are the estimated direct, indirect and administrative costs to be incurred by the Company to provide Universal Service to Customers for the USC Computational Year for the following programs (Universal Service Programs): Customer Assistance and Referral for Evaluation of Services (CARES) Program Customer Assistance Program (CAP) with the provision that Company internal CAP administrative costs will not exceed $127,000 for the USC Computational Year until addressed as part of the Companys next retail distribution base rate case proceeding before the Pennsylvania Public Utility Commission. Fuel Fund Administration Gatekeeper Program WARM (formerly LIURP) Program Any other replacement or Commission-mandated Universal Service Programs.

SRes = E=

The Companys projected retail kilowatt-hour sales for the projected USC billing period for Customers served under residential retail rate schedules under this Tariff. The over or under-collection of Universal Service Program costs that result from the billing of the USC during the USC Reconciliation Year (an over-collection is denoted by a positive E and an under-collection by a negative E), including applicable interest. Interest shall be computed monthly as provided for in 41 P.S. 202, the legal statutory interest rate, from the month the over or under-collection occurs to the month that the over-collection is refunded to or the under-collection is recovered from Customers. During the last month of each USC Reconciliation Year, a credit to actual expenses incurred will be reflected by the Company determined by calculating sum of the difference between the

(C) Change

Issued: February 8, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 50 to Electric Pa. P.U.C. No. 35 Second Revised Sheet No. 58.3 Canceling First Revised Sheet No. 58.3 (C)

Universal Service Cost Rider (continued) average month-end CAP customer participants for the USC Reconciliation Year and the number of actual CAP participants at May 31, 2008 multiplied by a rate of $55.00. This annual credit to the Companys actual incurred costs for each USC Reconciliation Year will continue until addressed in the Companys next distribution base rate case proceeding before the Pennsylvania Public Utility Commission. T= The Pennsylvania gross receipts rate in effect during the billing month expressed in decimal form as reflected in the Companys base rates.

All capitalized terms not otherwise defined in this Rider shall have the definitions specified in Definition of Terms and Explanation of Abbreviations section of this Tariff. For purposes of this Rider, the following additional definitions shall apply: 1. USC Computational Year - the 12 month period from January 1 through December 31 of each calendar year. 2. USC Reconciliation Year - the period from November 1 through October 31 immediately preceding the USC Computational Year. The USC shall be filed with the Commission by December 1 of each year. The USC shall become effective the following January 1, unless otherwise ordered by the Commission, and shall remain in effect for a period of one year, unless revised on an interim basis subject to the approval of the Commission. Upon determination that the USC rate, if left unchanged, would result in material over or under-collection of all Universal Service Program Costs incurred or expected to be incurred during the current 12-month period ending December 31, the Company may request the Commission for interim revisions to the USC to become effective thirty (30) days from the date of filing, unless otherwise ordered by the Commission. The Company shall file a report of collections under the USC within forty-five (45) days following the conclusion of each Computational Year quarter. The USC shall be subject to review and audit by the Commission.

(C) Change

Issued: February 8, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Electric Pa. P. U. C. No. 35 Original Sheet No. 59.1

COMMUNITY AND CUSTOMER PARTNERSHIP PROVISION Description: This Community and Customer Partnership Provision (CCPP) is designed to enhance the infrastructure and improve the energy efficiency of communities in Penn Powers service area. The CCPP also is designed to foster job growth and encourage economic development opportunities in Penn Powers service area by providing ways to meet customers business and electric needs enabling them to be more competitive in their enterprises. The five provisions of the CCPP are available to entities which meet the eligibility criteria of the specific provision. These provisions supplement the Companys other tariffs which also may be applicable. In the event of a conflict between the CCPP and another tariff of the Company, the CCPP shall apply. FACILITY AND FINANCING ASSISTANCE ARRANGEMENT (FFAA) Availability: Available to any customer taking service under the Companys applicable general service rate schedules who has a need to install, upgrade, or replace equipment or facilities, to accommodate new or expanded operations, employment opportunities, or electric usage or to enhance the customers competitive position by lowering its costs, improving energy efficiency, or enhancing productivity. Provisions: Penn Power will finance and construct, install, operate, maintain, or repair the equipment or facilities as mutually agreed upon by the Company and the customer. Penn Power will finance such equipment and facilities upon terms mutually agreed upon by the Company and the customer. Financing arrangements may include, but are not limited to, leases, installment purchases, loans, mortgages, and other financing vehicles. Rate: All direct and indirect costs of labor, equipment, and materials, as well as a return on the Companys investment, shall be recovered in the charges to customers. Contract: Each financing arrangement shall be in writing and contain terms and conditions as mutually agreed by the Company and the customer including but not limited to provisions for security interest, insurance, indemnification, interest rates, default, payment, escalation, termination, taxes, and terms of electric service.

Issued: December 16, 1998

Effective: January 1, 1999

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 59.2 Canceling Second Revised Sheet No. 59.2

COMMUNITY AND CUSTOMER PARTNERSHIP PROVISION (Continued) PUBLIC OR NON-PROFIT ORGANIZATION RATE (Rate Schedule PNP) Availability: Certain public or non-profit organizations may receive electric service pursuant to the charges set forth below as part of the Companys Community and Customer Partnership Program (CCPP) rate schedule. Definition: Public or Non-Profit Organization--organization which has the authority to tax and has tax exempt status or an organization recognized by the Internal Revenue Service (IRS) as non-profit. Only qualifying organizations that have temporary connections or occasional use of electric service for periods of less than 30 days and where such service is for an event in the public interest and available to the public qualify for this special provision. The 30-day requirement may be waived for public organizations, but in no event shall occasional use extend beyond 12 continuous months. Service: Alternating current, 60 hertz, standard single phase or three phase three-wire or four-wire secondary service, as available. Single and three phase service will be metered and billed separately or, when feasible, single and three phase service will be furnished through a single meter installation and billed as one account provided the customer arranges his wiring to facilitate the installation of a single meter. Where service is furnished at three-phase, the customer shall provide and maintain all equipment required for lighting service. Where a transformer installation is utilized solely to furnish service to a single customer, the Company may meter the service on the primary side of the transformers, and in such case the load and energy registrations shall each be reduced 2%. Rate:

The net monthly charge per customer shall be: Distribution: $8.89 Customer Charge 2.263 per kWh for all kWh (D) (D) Decrease

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fourteenth Revised Sheet No. 59.3 Canceling Thirteenth Revised Sheet No. 59.3

COMMUNITY AND CUSTOMER PARTNERSHIP PROVISION (Continued) PUBLIC OR NON-PROFIT ORGANIZATION RATE (Rate Schedule PNP) (Continued)

Solar Photovoltaic Requirements Charge: (I) 0.018 cents per kWh for all kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: (I) 0.033 cents per kWh for all kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Charges: For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Commercial Customer Class rate applies.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Ninth Revised Sheet No. 59.4 Canceling Eighth Revised Sheet No. 59.4

COMMUNITY AND CUSTOMER PARTNERSHIP PROVISION (Continued) PUBLIC OR NON-PROFIT ORGANIZATION RATE (Rate Schedule PNP) (Continued) (C) Minimum Charge: $8.89 per month.

Riders: Bills rendered under this provision are subject to the charges stated in any applicable rider. Billing Load: The billing load shall be the highest reading in kW each month of a thermal type meter or at the option of the Company, from a 30-minute block interval type meter, but not less than 5.0 kW. Terms of Payment: The net amount is due and payable within 15 days after the date of mailing the bill. If the net amount is not received in full on or before the date shown on the bill for payment of net amount, the gross amount, which is 2% more than the net amount balance, is due and payable. If the normal due date should fall on a Saturday, Sunday, bank holiday or any other day when the offices of the Company which regularly receive payment are not open to the general public, the due date shall be extended to the next business day. Rules and Regulations: The Companys Standard Rules and Regulations shall apply to the installation and use of electric service.

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 59.5 Canceling First Revised Sheet No. 59.5 (C) THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 59.6 Canceling Second Revised Sheet No. 59.6

COMMUNITY AND CUSTOMER PARTNERSHIP PROVISION (Continued) COMMERCIAL AND INDUSTRIAL OPTIONAL HEATING RATE (Rate Schedule OH) Availability: This provision is grandfathered to existing customers currently utilizing this provision at existing locations and will be closed to all other customers effective January 1, 2007. This rate is available to commercial and industrial customers having qualifying electrical space heating systems, attendant equipment, and water heating equipment. The rate options described herein are applicable solely to the usage of the qualifying equipment. Option 1: Applicability: This option is applicable to commercial and industrial customers with qualifying equipment with a total connected load greater than 200 kW and to commercial and industrial multi-tenant developments when the Company and customer can mutually agree to terms, documented in a written contract, necessary to forego separately metering the qualifying equipment. Rate: The appropriate general service rate schedule shall apply after reducing the on-peak billing demands by the estimated on-peak demands of the qualifying equipment pursuant to the contract. Option 2: Applicability: This option is applicable to commercial and industrial customers when the customer has installed the necessary wiring and devices that permits the Company to separately meter the qualifying equipment. However, this option is not available for auxiliary service, standby service, and in no event shall the separate metering be time-of-day metering. Rate: Equipment With Cooling Capability Distribution Customer Charge All kWh, per kWh $7.87 1.340 (D) Equipment Without Cooling Capability $7.87 1.340 (D)

(D) Decrease

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fourteenth Revised Sheet No. 59.7 Canceling Thirteenth Revised Sheet No. 59.7

COMMUNITY AND CUSTOMER PARTNERSHIP PROVISION (Continued) COMMERCIAL AND INDUSTRIAL OPTIONAL HEATING RATE (Rate Schedule OH) (Continued) Solar Photovoltaic Requirements Charge: Equipment with Cooling Capability (I) 0.018 cents per kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Equipment without Cooling Capability (I) 0.018 cents per kWh The Company will provide and charge for Solar Photovoltaic Requirements to Customers taking Delivery Service in accordance with the provisions of the Solar Photovoltaic Requirements Charge Rider, which charge shall apply to all kWh billed under this Rate Schedule. Default Service Support Charges: Equipment with Cooling Capability (I) 0.033 cents per kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule. Equipment without Cooling Capability (I) 0.033 cents per kWh The Company will provide and charge for Default Service Support to Customers taking Delivery Service in accordance with the provisions of the Default Service Support Rider, which charge shall apply to all kWh billed under this Rate Schedule.

(I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 74 to Electric Pa. P. U. C. No. 35 Twelfth Revised Sheet No. 59.8 Canceling Eleventh Revised Sheet No. 59.8

COMMUNITY AND CUSTOMER PARTNERSHIP PROVISION (Continued) COMMERCIAL AND INDUSTRIAL OPTIONAL HEATING RATE (Rate Schedule OH) (Continued) (C) Default Service Charges: Equipment with Cooling Capability For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Commercial Customer Class rate applies. Equipment without Cooling Capability For Customers receiving Default Service from the Company, the Price to Compare Default Service Rate Rider, Commercial Customer Class rate applies.

(C) Change

Issued: April 1, 2011

Effective: June 1, 2011

Pennsylvania Power Company

Supplement No. 51 to Electric Pa. P. U. C. No. 35 Eleventh Revised Sheet No. 59.9 Canceling Tenth Revised Sheet No. 59.9 (C)

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(C) Change

Issued: April 1, 2008

Effective: June 1, 2008

Pennsylvania Power Company

Supplement No. 39 to Electric Pa. P. U. C. No. 35 Original Sheet No. 59.10 (C)

THIS PAGE INTENTIONALLLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: November 6, 2006

Effective: January 1, 2007

Pennsylvania Power Company

Supplement No. 99 to Electric Pa. P. U. C. No. 35 Seventh Revised Sheet No. 60.1 Canceling Sixth Revised Sheet No. 60.1

(C) A Phase I Energy Efficiency and Conservation Charge (Phase I EE&C-C) shall be applied to each Billing Unit during a billing month to Customers served under this Tariff, with the exception of those served under Borderline Service rates. Billing Units are defined as follows: Residential, Non-profit, Commercial, and Street Lighting Customer Classes: Industrial Customer Class: Per kWh Per kW

Residential, Non-profit, Commercial, and Street Lighting Customer Class rates will be calculated to the nearest one-thousandth of a cent per kWh. Industrial Customer Class rates will be calculated to the nearest one-hundredth of a dollar per kW. The Phase I EE&C-C rates shall be calculated separately for each Customer Class according to the provisions of this rider. For service rendered June 1, 2013 through December 31, 2013 the Phase I EE&C-C rates billed by Customer Class are as follows: Residential Customer Class (Rate Schedules RS; RS Optional Controlled Service Rider; RH; RH Water Heating Option; and WH): 0.016 cents per kWh. Non-profit Customer Class (Rate Schedule GS Special Provision for Volunteer Fire Companies, NonProfit Senior Citizen Centers, Non-Profit Rescue Squads, and Non-Profit Ambulance Services, and Rate PNP): (0.029) cents per kWh. Commercial Customer Class (Rate Schedules GS, GS Special Rule GSDS, GS Optional Controlled Service Rider, GM, GM Optional Controlled Service Rider, PLS, OH With Cooling Capabilities, OH Without Cooling Capabilities, and WH Non-Residential): (0. 001) cents per kWh. Street Lighting Customer Class (Rate Schedules SV, SVD, and SM): 0.192 cents per kWh. Industrial Customer Class (Rate Schedules GP and GT): ($0.01) per kW.

(C) Change

Issued: May 31, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 99 to Electric Pa. P. U. C. No. 35 Fifteenth Revised Sheet No. 60.2 Canceling Fourteenth Revised Sheet No. 60.2 (C)

Energy Efficiency and Conservation Charge Rider (Continued) The EEC-C rates by Customer Class shall be calculated in accordance with the formula set forth below: EEC-C = [(EECC E) / S] X [ 1 / (1 T)] EECC = EECExp1 + EECExp2 + EECExp3 Where: EEC-C = EECC = The charge in cents per Billing Unit by Customer Class as defined by this rider applied to each Billing Unit for the Rate Schedules identified in this rider. The Energy Efficiency and Conservation Costs by Customer Class projected to be incurred by the Company for the EEC-C Computational Period calculated in accordance with the formula shown above.

EECExp1 =

Costs incurred associated with the Customer Class specific EEC Programs as approved by the Commission for the EEC-C Computation Year by Customer Class. These costs also include an allocated portion of any indirect costs to be incurred associated with all the Companys EEC Programs for the EEC-C Computational Period. An allocated portion of incremental administrative start-up costs incurred by the Company through February 28, 2010 in connection with the development of the Companys EEC Programs in response to the Commissions orders and guidance at Docket No. M-20082069887. These costs to design, create, and obtain Commission approval for the Companys EEC Programs include, but are not limited to, consultant costs, legal fees, and other direct and indirect costs associated with the development and implementation of the Companys EEC Programs in compliance with Commission directives. These costs shall be amortized over the 3-month period ending May 31, 2010.

EECExp2 =

(C) Change

Issued: May 31, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 99 to Electric Pa. P. U. C. No. 35 Fourteenth Revised Sheet No. 60.3 Canceling Thirteenth Revised Sheet No. 60.3

Energy Efficiency and Conservation Charge Rider (Continued) (C)

EECExp3 =

An allocated portion of the costs the Company incurs to fund the Commissions statewide evaluator contract which shall be excluded in the final determination of the Act 129 limitation on the Companys Phase I EE&C Programs costs. An allocated portion of energy-related costs to be paid to PJM for the Economic Load Response Program, or any successor PJM program, incurred by the Company as the load serving entity. The cumulative over or under-collection of Phase I EE&C costs by Customer Class that results from the billing of the Phase I EE&C-C rates (an over-collection is denoted by a positive E and an under-collection by a negative E). The Companys projected Billing Units (kWh sales delivered to all Customers in the specific Customer Class or kW demand based on PJM Peak Load Contribution). The Pennsylvania gross receipts tax rate in effect during the billing month expressed in decimal form as reflected in the Companys base rates.

EECExp4 =

E=

S= T=

All capitalized terms not otherwise defined in this rider shall have the definitions specified in the Definitions of Terms section of this tariff. For the purpose of this rider, the following additional definitions shall apply: 1. Phase I EE&C-C Computational Period The 39-month period from March 1, 2010 through May 31, 2013. 2. Phase I EE&C-C Reconciliation Year The 12-month period ending May 31 each year for the duration of this rider. 3. Peak Load Contribution A Customers contribution to a zones normalized summer peak load, as estimated by the Company. 4. Final Reconciliation At the conclusion of the accumulation of all approved program costs outlined in this rider on September 30, 2013, a final reconciliation of actual program costs and actual revenues received shall be completed. The final Phase I EE&C-C rate reflecting the Final Reconciliation shall be effective January 1, 2014.

(C) Change

Issued: May 31, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 99 to Electric Pa. P. U. C. No. 35 Original Sheet No. 60.3A

Energy Efficiency and Conservation Charge Rider (Continued) Upon determination that the Phase I EE&C-C rates, if left unchanged, would result in material over or undercollection of all recoverable costs incurred or expected to be incurred by Customer Class, the Company may request that the Commission approve one or more interim revisions to the Phase I EE&C-C rates to become effective thirty (30) days from the date of filing, unless otherwise ordered by the Commission. The Company shall file an annual report of collections under this rider within thirty (30) days following the conclusion of each Phase I EE&C-C Reconciliation Year. At the conclusion of the duration of this reconciliation rider, the Company is authorized to recover or refund any remaining amounts not reconciled at that time under such mechanism as approved by the Commission. The Company will continue to accumulate all approved program costs for Phase I until September 30, 2013. A Final Reconciliation will be performed by rate class, comparing actual program costs with actual revenues received from Phase I EE&C-C rates. Any over-collection will be refunded to customers and any under-collection will be charged to customers through the Phase I EE&C-C rate to be effective January 1, 2014, until all amounts determined by the Final Reconciliation have been collected or refunded. Application of the Phase I EE&C-C rates shall be subject to annual review and audit by the Commission.

Issued: May 31, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 96 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 60.4 Canceling Third Revised Sheet No. 60.4

CONSUMER EDUCATION PROGRAM COST RECOVERY RIDER A Consumer Education Charge (CEC) shall be applied to each kilowatt-hour delivered during a billing month to all Customers served under this Tariff, determined to the nearest one-thousandth of a cent per kilowatt-hour. The CEC shall be calculated separately for each Customer Class under this Tariff. The CEC by Customer Class shall be non-bypassable for all Customers. (C) For service rendered effective April 1, 2013 the CEC rates billed by Customer Class are as follows: Residential Customer Class (Rate Schedules RS; RS Optional Controlled Service Rider; RH; RH Water Heating Option; WH; and GS Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squads, and Non-Profit Ambulance Services) (I) 0.009 cents per kWh. Commercial Customer Class (Rate Schedules GS (excluding GS Special Rule GSDS), GS Optional Controlled Service Rider, PNP, GM, GM Optional Controlled Service Rider, PLS, SV, SVD, SM, OH With Cooling Capabilities, OH Without Cooling Capabilities, and WH Non-Residential) (I) 0.002 cents per kWh. Industrial Customer Class (Rate Schedules GP, GT and GS Special Rule GSDS) 0.000 cents per kWh.

(C) Change (I) Increase

Issued: March 1, 2013

Effective: April 1, 2013

Pennsylvania Power Company

Supplement No. 83 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 60.5 Canceling First Revised Sheet No. 60.5 (C)

Consumer Education Program Cost Recovery Rider (Continued) The CEC shall be calculated in accordance with the formula set forth below: CEC = [(C/S) (E/S)] X [1/(1-T)] Where: CEC = C= The charge in mills per kilowatt-hour to be applied to each kilowatt-hour delivered to retail Customers served under this Tariff. Consumer Education Costs for the specific Customer Class (i.e. Commercial, Residential or Industrial), which are the estimated incremental direct, indirect and administrative costs to be incurred by the Company to provide Consumer Education Programs, including but not limited to rate change mitigation prepayment or deferral plans, to Customers for the CEC Computational Year. Such costs may consist of, but not be limited to, Company initiated consumer education programs, as well as state mandated consumer programs. These costs will be included in charges to FERC Account No. 910. The Companys projected CEC kilowatt-hour sales to all Customers for the specific Customer Class for the twelve-month billing period that the CEC will be in effect. The over or under-collection of Consumer Education costs by specific Customer Class that result from the billing of the CEC during the CEC Reconciliation Year (an over-collection is denoted by a positive E and an under-collection by a negative E), including applicable interest. Interest shall be computed monthly as provided for in 41 P.S. 202, the legal statutory interest rate, from the month the over or under-collection occurs to the month that the over-collection is refunded to or the under-collection is recovered from Customers. The Pennsylvania gross receipts rate in effect during the billing month expressed in decimal form as reflected in the Companys base rates.

S= E=

T=

(C) Change

Issued: February 1, 2012

Effective: June 1, 2012

Pennsylvania Power Company

Supplement No. 83 to Electric Pa. P. U. C. No. 35 Original Sheet No. 60.6

Consumer Education Program Cost Recovery Rider (Continued) All capitalized terms not otherwise defined in this Rider shall have the definitions specified in Section 2 of this Tariff. For purposes of this Rider, the following additional definitions shall apply: 1. CEC initial year the 10 month period from June 1, 2012 through March 31, 2013. 2. CEC Computational Year - the 12 month period from April 1 through March 31 of each calendar year. 3. CEC Reconciliation Year - the period from January 1 through December 31 immediately preceding the CEC Computational Year. The CEC by Customer Class shall be filed with the Commission by February 1 of each year. The CEC shall become effective the following April 1, unless otherwise ordered by the Commission, and shall remain in effect for a period of one year, unless revised on an interim basis subject to the approval of the Commission. The initial period is June 1, 2012 through March 31, 2013. The Company will review the CEC quarterly and upon determination that the CEC rates, if left unchanged, would result in material over or under-collection of all Consumer Education Costs incurred or expected to be incurred during the current 12-month period ending December 31 for a specific Rate Class, may request the Commission for interim revisions to the CEC rates to become effective thirty (30) days from the date of filing, unless otherwise ordered by the Commission. The Company shall file a reconciliation report of the CEC within sixty (60) days following the conclusion of each CEC Reconciliation Year. The CEC shall be subject to review and audit by the Commission.

Issued: February 1, 2012

Effective: June 1, 2012

Pennsylvania Power Company

Supplement No. 93 to Electric Pa. P.U.C. No. 35 Seventh Revised Sheet No. 61.1 Canceling Sixth Revised Sheet No. 61.1

SMART METER TECHNOLOGIES CHARGE RIDER A Smart Meter Technologies (SMT) Charge (SMT-C) shall be applied as a monthly Customer charge during each billing month to metered Customers served under this Tariff determined to the nearest cent. The SMT-C rates shall be calculated separately for each Customer Class according to the provisions of this rider. (C) For service rendered January 1, 2013 through December 31, 2013 the SMT-C rates billed by Customer Class are as follows: (D) Residential Customer Class (Rate Schedules RS; RS Optional Controlled Service Rider; RH; RH Water Heating Option; WH; and GS Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squads, and Non-Profit Ambulance Services): $0.91 per month. (D) Commercial Customer Class (Rate Schedules GS, GS Special Provision GSDS, GS Optional Controlled Service Rider, PNP, GM, GM Optional Controlled Service Rider, OH with Cooling Capabilities, OH Without Cooling Capabilities, and WH Non-Residential): $1.01 per month. (D) Industrial Customer Class (Rate Schedules GP and GT): $0.95 per month.

(C) Change (D) Decrease

Issued: December 20, 2012

Effective: January 1, 2013

Pennsylvania Power Company

Supplement No. 67 to Electric Pa. P.U.C. No. 35 Fourteenth Revised Sheet No. 61.2 Canceling Thirteenth Revised Sheet No. 61.2 Smart Meter Technologies Charge Rider (Continued)

The SMT-C rates by Customer Class shall be calculated in accordance with the formula set forth below: SMT-C = [((SMTC E) / ACCC) /12] X [ 1 / (1 T)] SMTC = SMTExp1 + SMTExp2 Where: SMT-C = SMTC = The monthly charge by Customer Class as defined by this rider applied to each Customer billed under the Rate Schedules identified in this rider. The Smart Meter Technologies Costs by Customer Class projected to be incurred by the Company for the SMT-C Computational Year calculated in accordance with the formula shown above. A projection of costs to be incurred associated with the Customer Class specific Smart Meter Technology Procurement and Installation Plan (Plan) as approved by the Commission for the SMT-C Computation Year by Customer Class including carrying charges on capital costs, depreciation expense, and operational and maintenance expenses. These costs would also include an allocated portion of any projected indirect costs to be incurred benefiting all Customer Classes of the Companys Plan for the SMT-C Computational Year. Any reduction in operating expenses or avoided capital expenditures due to the Smart Metering Program will be deducted from the incremental costs of the Smart Meter Program to derive the net incremental cost of the Program that is recoverable. Such reductions shall include any reductions in the Companys current meter and meter reading costs. An allocated portion of incremental administrative start-up costs incurred by the Company through July 31, 2010 in connection with the development of the Companys Plan. These costs to design, create, and obtain Commission approval for the Companys Plan include, but are not limited to, consultant costs, legal fees, and other direct and indirect costs associated with the development and implementation of the Companys Plan in compliance with Commission directives. These costs shall be amortized over the 5-month period ending December 31, 2010. Interest will be calculated monthly on the average of the beginning and end of month cumulative balance of these costs as incurred and included in the determination of the monthly amortized amount. The interest shall be computed based on the legal rate determined pursuant to 41 P.S. 202.

SMTExp1 =

SMTExp2 =

Issued: June 25, 2010

Effective: August 1, 2010

Pennsylvania Power Company

Supplement No. 67 to Electric Pa. P.U.C. No. 35 Fourteenth Revised Sheet No. 61.3 Canceling Thirteenth Revised Sheet No. 61.3

Smart Meter Technologies Charge Rider (Continued) E= The over or under-collection of SMT costs by Customer Class that results from the billing of the SMT-C rates during the SMT Reconciliation Year (an over-collection is denoted by a positive E and an under-collection by a negative E), including applicable interest. Interest shall be computed monthly at the legal rate determined pursuant to 41 P.S. 202, from the month the over or under-collection occurs to the month that the over-collection is refunded or the under-collection is recovered from Customers in the specific Customer Class. Any reduction in operating expenses or avoided capital expenditures due to the Smart Metering Program will be deducted from the incremental costs of the Smart Meter Program to derive the net incremental cost of the Program that is reconciled to the billed SMT-C rates during the SMT Reconciliation Year. Such reductions shall include any reductions in the Companys current meter and meter reading costs. The Companys projected Average Customer Class Count for the specific Customer Class for the SMT-C Computational Year. The Pennsylvania gross receipts tax rate in effect during the billing month expressed in decimal form as reflected in the Companys base rates.

ACCC= T=

All capitalized terms not otherwise defined in this rider shall have the definitions specified in the Definitions of Terms section of this tariff. For the purpose of this rider, the following additional definitions shall apply: 1. SMT-C Computational Year The 12-month period from January 1 through the following December 31 with the exception of the initial SMT-C Computational Year that will be the 5-month period from August 1, 2010 through December 31, 2010. 2. SMT-C Reconciliation Year The 12-month period ending June 30 immediately preceding the SMT-C Computational Year. The initial SMT-C rates pursuant to this rider shall be effective August 1, 2010 through December 31, 2010. Subsequent SMT-C rates shall be filed with the Commission by August 1 of each year and the SMT-C rates shall become effective the following January 1, unless otherwise ordered by the Commission, and shall remain in effect for a period of one year, unless revised on an interim basis subject to the approval of the Commission. Upon determination that the SMT-C rates, if left unchanged, would result in material over or under-collection of all recoverable costs incurred or expected to be incurred during the then-current SMT-C Computational Year, the Company may request that the Commission approve one or more interim revisions to the SMT-C rates to become effective thirty (30) days from the date of filing, unless otherwise ordered by the Commission.

Issued: June 25 2010

Effective: August 1, 2010

Pennsylvania Power Company

Supplement No. 67 to Electric Pa. P. U. C. No. 35 Twelfth Revised Sheet No. 61.4 Canceling Eleventh Revised Sheet No. 61.4

Smart Meter Technologies Charge Rider (Continued) The Company shall file an annual report of collections under this rider within thirty (30) days following the conclusion of each SMT-C Reconciliation Year. At the conclusion of the duration of this reconciliation rider, the Company is authorized to recover or refund any remaining amounts not reconciled at that time under such mechanism as approved by the Commission. Application of the SMT-C rates shall be subject to annual review and audit by the Commission.

Issued: June 25, 2010

Effective: August 1, 2010

Pennsylvania Power Company DEFAULT SERVICE SUPPORT RIDER

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Ninth Revised Sheet No. 62.1 Canceling Eighth Revised Sheet No. 62.1

(C) A Default Service Support (DSS) rate shall be applied to DSS Sales delivered by the Company to Delivery Service Customers under this rider as determined to the nearest one-thousandth of a cent per kWh or dollar per kW NSPL, as applicable. The DSS rate shall be billed to Customers receiving Delivery Service from the Company under this rider. The DSS rates shall be calculated according to the provisions of this rider. The DSS Rider shall be non-bypassable. The Residential Customer Class consists of Rate Schedules RS; RS Optional Controlled Service Rider; RH; RH Water Heating Option; WH; and GS Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squads, and Non-Profit Ambulance Services The Commercial Customer Class consists of Rate Schedules GS (excluding GS Special Rule GSDS), GS Optional Controlled Service Rider, PNP, GM, GM Optional Controlled Service Rider, PLS, SV, SVD, SM, OH With Cooling Capabilities, OH Without Cooling Capabilities, and WH Non-Residential The Industrial Customer Class consists of Rate Schedules GP, GT, and GS with Special Rule GSDS The DSS rates by rate schedule shall be calculated annually in accordance with the formula set forth below: DSS rate = [UE + MPI + CEC + NMB + RE] X [1 / (1-T)] The components of the formula are defined below: Default Service Related Uncollectibles UE = A default service-related unbundled uncollectible accounts expense charge, determined by Customer Class and stated to the nearest one-thousandth of a cent per kWh or cent per kW NSPL, as applicable, to be applied to DSS Sales delivered by the Company to Delivery Service Customers under this rider. The UE reflects the generation-related portion of the uncollectible account expense based on historical data in the Companys restructuring case at Docket No. R00924149 and the additional uncollectible accounts expense incurred by the Company as a result of providing Default Service under this tariff. This component of the DSS rate in this nonbypassable rider is non-reconcilable.

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fourteenth Revised Sheet No. 62.2 Canceling Thirteenth Revised Sheet No. 62.2 Default Service Support Rider (Continued) (C)

The unbundled uncollectible accounts expense associated with Default Service and a purchase of receivables program allocated to Delivery Service Customers on a non-bypassable, nonreconcilable basis will be Customer Class specific and will be adjusted annually on June 1 of each year based on the projected price of Default Service. Adjustments, if necessary, will be made to the uncollectible percentage in a future distribution base rate case or the start of the next Default Service Program, whichever occurs earlier. The UE charges by Customer Class to be included in DSS rates are as follows: Residential Customer Class: 0.114 cents per kWh Commercial Customer Class: (D) 0.008 cents per kWh Industrial Customer Class: (C) $0.006 per kW NSPL

MTEP and MISO Exit Fees and PJM Integration Charges (C) Where: MPI = MPI = ((((MPIExp1 + MPIExp2) E) X Adjustment Factor) / S) The charge to be applied to each Delivery Service Customer served under this Tariff for the Midwest Independent System Operator (MISO) Transmission Expansion Plan (MTEP) charges and MISO and PJM charges associated with the transition from MISO to PJM approved by FERC. The Companys cost of the MTEP charges assessed on the Company pursuant to the Open Access Transmission Tariff (OATT) of MISO.

MPIExp1 =

(C) Change (D) Decrease

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Thirteenth Revised Sheet No. 62.3 Canceling Twelfth Revised Sheet No. 62.3 Default Service Support Rider (Continued) (C)

MPIExp2 =

The Companys (i) charges assessed under MISOs OATT that are associated with the Companys exit from the MISO control area and (ii) charges assessed under the PJM OATT that are associated with the Companys integration into the PJM control area. All such MISO exit fees and PJM integration fees charges approved by FERC shall not exceed $3.5 million, excluding carrying charges. The Company shall recover these charges plus applicable carrying charges over a minimum five year period. The over or under collection of MTEPs and MISO exit fees and PJM integration charges that result from the billing of the MPI portion of the DSS during the DSS Reconciliation Year (an over collection is denoted by a positive E and an under collection by a negative E), including applicable interest. Interest shall be computed monthly based upon 41 P.S. 202, the legal statutory interest rate, from the month the over or under collection occurs to the month that the over collection is refunded to or the under collection is recovered from Delivery Service Customers. The Companys total DSS Sales to Delivery Service Customers projected for the DSS Computational Year.

E=

S=

The MPI shall be adjusted by the following Customer Class Adjustment Factors, as shown: Adjustment Customer Class Factor Residential .4126 Commercial .3101 Industrial .2773 The MPI charges, by Customer Class, to be included in DSS rates are as follows: Residential Customer Class: (I) (0.00018) cents per kWh Commercial Customer Class: (I) (0.00045) cents per kWh Industrial Customer Class: (C) (I) $(0.004) per kW NSPL (C) Change (I) Increase Issued: April 15, 2013 Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 62.4 Canceling First Revised Sheet No. 62.4 Default Service Support Rider (Continued)

Customer Education Charges CEC = ((CECc E) / S) (C) Where: CEC = CECc = The charge to be applied to Delivery Service Customers served under this rider for Customer Education Charges incurred by the Company. Customer Education costs for the specific Customer Class to cover customer education costs associated with competitive market enhancements approved by the Commission. The over or under-collection of the CECc that results from the billing of the CEC during the DSS Reconciliation Year, including applicable interest. An overcollection is denoted by a positive E and an under-collection by a negative E. Interest shall be computed monthly at the legal statutory interest rate stated in 41 P.S. 202 from the month the over or under-collection occurs to the month that the over-collection is refunded to or the under-collection is recovered from Delivery Service Customers. The Companys total DSS Sales per Customer Class to Delivery Service Customers projected for the DSS Computational Year.

E=

S=

The CEC rates by Customer Class to be included in DSS rates are as follows: Residential Customer Class: (D) (0.009) cents per kWh Commercial Customer Class: (D) (0.007) cents per kWh Industrial Customer Class: (C) $0.000 per kW NSPL

(C) Change (D) Decrease

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Second Revised Sheet No. 62.5 Canceling First Revised Sheet No. 62.5 Default Service Support Rider (Continued) (C)

Non-Market Based Services Transmission Charges NMB = (NMBC E) / S Where: NMB = NMBC = The charge to be applied to Delivery Service Customers served under this rider for Non-Market Based Services Transmission Charge costs incurred by the Company. Forecasted NMB costs applicable to the Companys DSS Sales. Forecasted NMB costs shall include costs for FERC approved PJM Regional Transmission Enhancement Plan charges, PJM Expansion Cost Recovery, as well as any other FERC approved PJM transmission charges billed to the Company by PJM that will not be reconciled through the Companys Price To Compare Default Service Rate Rider and/or Hourly Pricing Default Service Rider and are approved by the Commission for recovery under this rider. Forecasted NMB costs are allocated to each Customer Class based upon each Customer Classs contribution to the total Company Network Service Peak Load. The over or under-collection of the NMBC that results from billing of the NMB during the DSS Reconciliation Year, including applicable interest. An overcollection is denoted by a positive E and an under-collection by a negative E. Interest shall be computed monthly at the legal statutory interest rate stated in 41 P.S. 202, from the month the over or under-collection occurs to the month that the over-collection is refunded to or the under-collection is recovered from Delivery Service Customers. The Companys total DSS Sales per Customer Class to Delivery Service Customers projected for the DSS Computational Year.

E=

S=

The NMB rates by Customer Class to be included in DSS rates are as follows: Residential Customer Class: 0.026 cents per kWh Commercial Customer Class: 0.023 cents per kWh Industrial Customer Class: $0.089 per kW NSPL

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Default Service Support Rider (Continued)

Supplement No. 98 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 62.6 Canceling Original Sheet No. 62.6

(C) Retail Enhancements RE = [ (REc E) / S] Where: RE = REc = The charge to be applied to Delivery Service Customers served under this rider for the Retail Enhancement Costs incurred by the Company. The Retail Enhancement Costs incurred by the Company to cover programming expenses and implementation costs associated with competitive market enhancements approved by the Commission. Includes consultant fees and other costs to develop and implement the Time-OfUse Default Service Rider, which shall be allocated to the Residential Customer Class. The over or under-collection of the REC that results from billing of the RE during the DSS Reconciliation Year, including applicable interest. An over-collection is denoted by a positive E and an under-collection by a negative E. Interest shall be computed monthly at the legal statutory interest rate stated in 41 P.S. 202, from the month the over or under-collection occurs to the month that the over-collection is refunded to or the under-collection is recovered from Delivery Service Customers. The Companys total DSS Sales per Customer Class to Delivery Service Customers projected for the DSS Computational Year. The RE rates by Customer Class to be included in DSS rates are as follows: Residential Customer Class: 0.003 cents per kWh Commercial Customer Class: 0.003 cents per kWh Industrial Customer Class: $0.000 per kW NSPL

E=

S=

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Default Service Support Rider (Continued) Gross Receipts Tax T=

Supplement No. 98 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 62.7 Canceling Original Sheet No. 62.7

The Pennsylvania gross receipts tax rate in effect during the billing month expressed in decimal form as reflected in the Companys base rates.

Other Information All capitalized terms not otherwise defined in this Rider shall have the definitions specified in the Definitions of Terms section of this Tariff. For purposes of this Rider, the following additional definitions shall apply: (C) 1. DSS Sales The kWh or kW NSPL delivered during a billing month to all Delivery Service Customers, as applicable to each Rate Schedule billed under the DSS rider. 2. DSS Computational Year The 12-month period from June 1 through the following May 31. 3. DSS Reconciliation Year The 12-month period ending March 31 immediately preceding the DSS Computational Year.

The Company shall recalculate its DSS Rates annually and, based on that recalculation, shall file with the Commission, by May 1st of each year, revised DSS Rates to become effective on June 1st of the same year unless the Commission orders otherwise. The revised DSS rates shall remain in effect for a period of one year, unless revised on an interim basis subject to the approval of the Commission. Upon determining that its DSS Rates, if left unchanged, would result in material over or under-collection of all costs incurred, or expected to be incurred, for DSS during the then current DSS Reconciliation Year, the Company may request that the Commission approve one or more interim revisions to its DSS Rates to become effective thirty (30) days from the date of filing, unless the Commission orders otherwise. At the conclusion of the period during which this DSS Rider is in effect, the Company shall be authorized to recover or refund, at any time, any remaining differences between recoverable costs and revenues billed under this rider by charges or credits to be applied to customers bills under such mechanism as the Commission may approve, but uncollectibles, which are non-reconcilable under the terms of this rider, shall not be included in the final reconciliation. Application of the DSS rates shall be subject to annual review and audit by the Commission.

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fifth Revised Sheet No. 64.1 Canceling Fourth Revised Sheet No. 64.1

HOURLY PRICING DEFAULT SERVICE RIDER AVAILABILITY: The charges billed under this rider are applicable to all Customers who elect to take Default Service from the Company and are receiving service under Rate Schedules GP, GT, or GS if such GS Customers also are under Special Rule GSDS. These charges are also applicable to Customers on Rate Schedules GS and GM on a voluntary basis who meet the metering requirements of this rider. Rates shall be billed under this rider on the next scheduled meter reading date after electing Default Service. All GS and GM Customers electing service under this rider must have Smart Meter technology installed as part of the Companys Smart Meter Plan filed with and approved by the Commission. Hourly Pricing Service Charges: Customers participating in the Hourly Pricing Default Service Rider will be billed for usage based on the following calculation: Hourly Pricing Service Charges = (HP Energy Charge + HP Cap-AEPS-Other Charge + HP Administrative Charge + HP Reconciliation Charge) X [1 / (1-T)] HP Energy Charge per kWh: HP Energy Charge = (kWht x (LMPt + HPAnc) x HP Loss Multiplier) Where:
t=1 n

(C)

n = Total number of hours in the billing period t = An hour in the billing period LMP = the Real Time PJM load-weighted average Locational Marginal Price for the Penn Power Transmission Zone. HPAnc = $0.00200 per kWh for ancillary services HP Loss Multipliers: GS-Small GS-Medium GP GT 1.0515 1.0515 1.0171 1.0007

These HP Loss Multipliers exclude transmission losses.

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Eighteenth Revised Sheet No. 64.2 Canceling Seventeenth Revised Sheet No. 64.2 Hourly Pricing Default Service Rider (Continued)

HP Cap-AEPS-Other Charge: (C) (I) $0.01168 per kWh representing the costs paid by the Company to the Supplier for Capacity, AEPS costs, and any other costs incurred by the Supplier multiplied by the HP Loss Multipliers. This charge is subject to quarterly adjustments. HP Administrative Charge: (D) $0.00004 per kWh representing the administrative costs incurred by the Company associated with providing Hourly Pricing Service.

(C) Change (D) Decrease (I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Twenty-third Revised Sheet No. 64.3 Canceling Twenty-second Revised Sheet No. 64.3 Hourly Pricing Default Service Rider (Continued) (C)

HP Reconciliation Charge: The HP Reconciliation Charge Rate (EHP) shall be applied to each kWh of Default Service that Penn Power delivers to Customers under this rider as determined to the nearest one-thousandth of a cent per kWh. The EHP rate shall be included as a nonbypassable component billed to Customers receiving Default Service from the Company under this rider. The rate shall be calculated according to the provisions of this rider. For service rendered June 1, 2013 through August 31, 2013, the EHP rate is as follows: (I) HP Reconciliation Charge Rate = $(0.00396) per kWh The EHP rate will be calculated at the end of each Default Service Quarter (three months ending March 31st, June 30th, September 30th, and December 31st) to be effective for the three-month period beginning on the first day of the third calendar month following the end of that Default Service Quarter (June 1st, September 1st, December 1st, and March 1st). The EHP rate shall be calculated in accordance with the formula set forth below: EHP = ((DSHPExp1 + DSHPExp2) - PTCHPRev + DSHPInt)/DSHPSales Where: EHP = DSHPExp1 = The rate determined to the nearest one-thousandth of a cent per kWh to be applied to each kWh of Default Service delivered to Customers under this rider. An allocated portion of the incremental start-up costs incurred by the Company through May 31, 2013 in connection with the Companys Default Service Supply Plan to provide Default Service amortized over the twenty-four (24) month period ending May 31, 2015 including but not limited to: Incremental start-up administrative costs including metering and billing costs incurred and other costs as necessary to provide service to Retail Default Service Customers Other start-up costs incurred to develop and implement the competitive bid process for the Retail Default Service Supply Plan including legal, customer notice, and consultant fees.

Interest will be calculated monthly on the average of the beginning and the end of month balances of these costs and included in the determination of the monthly amortized amount. The monthly interest rate will be based upon the 41 P.S. 202 statutory rate.

(C) Change (I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 64.4 Canceling Third Revised Sheet No. 64.4 Hourly Pricing Default Service Rider (Continued) (C)

DSHPExp2 =

The cumulative costs to provide Hourly Pricing Default Service incurred by the Company through the end of the previous Default Service Quarter including but not limited to the following: Payments made to winning bidders AEPS expenses incurred by Penn Power related to amendments to the AEPS Act and/or related laws or regulations occurring subsequent to the effective date of the Supplier Master Agreement for the Default Service Supply Plan excluding such costs recovered through the Companys Solar Photovoltaic Requirements Charge Rider An allocated portion of incremental administrative costs including metering and billing costs incurred and other costs as necessary to provide service to retail Default Service Customers All contingency plan implementation costs incurred during the supply period An allocated portion of other costs incurred to develop and implement the competitive bid process for retail Default Service including legal, customer notice, and consultant fees. The cost of credit when the Company is considered by PJM to be the load serving entity

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 64.5 Canceling Second Revised Sheet No. 64.5 Hourly Pricing Default Service Rider (Continued)

PTCHPRev =

The cumulative revenues, excluding applicable Pennsylvania gross receipts tax, through the end of the most recent Default Service Quarter billed to Hourly Pricing Default Service Customers under this rider including the applicable EHP rates. (C) The cumulative amount of carrying charges calculated on a monthly basis through the end of the most recent Default Service Quarter. Interest will be calculated monthly on the average balance of 1) the respective months beginning balance of prior months cumulative over or under collection of PTCHPRev compared to the sum of the amortized portion of DSHPExp1 costs and DSHPExp2 costs incurred to date including cumulative interest calculated thereon through the beginning of the month; and 2) the respective months ending balance of cumulative over or under collection of PTCHPRev compared to the amortized portion of DSHPExp1 costs and DSHPExp2 costs incurred to date including cumulative interest calculated thereon through the beginning of the month. The monthly interest rate will be based upon the 41 P.S. 202 statutory annual rate for under collections and the 41 P.S. 202 statutory annual rate plus two percent for (over) collections. (C) The Companys projected Hourly Pricing Default Service kWh sales to Retail Customers for the three-month billing period that the EHP rate will be in effect.

DSHPInt =

DSHPSales = Gross Receipts Tax: T= General:

The Pennsylvania gross receipts tax rate in effect during the billing month expressed in decimal form as reflected in the Companys base rates. (C)

Each change in the EHP rate as well as other rates within this rider will be filed with the Commission thirty (30) days prior to the effective date of the rate changes. The Company shall file details in support of the revised rates. At the conclusion of the duration of this reconciliation rider, the Company is authorized to recover or refund any remaining amounts not reconciled at that time under such mechanism as approved by the Commission. Application of the EHP rate shall be subject to annual review and audit by the Commission.

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company NET METERING RIDER PURPOSE:

Supplement No. 46 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 65.1 Canceling Original Sheet No. 65.1

(C) This Rider sets forth the eligibility, terms and conditions applicable to Customers with installed qualifying renewable customer-owned generation using a net metering system. APPLICABILITY: (C) This Rider applies to renewable customer-generators served under Rate Schedules RS, CS, RH, CH, GS, GM, GP, GT who install a device or devices which are, in the Companys judgment, subject to Commission review, a bona fide technology for use in generating electricity from qualifying Tier I or Tier II alternative energy sources pursuant to Alternative Energy Portfolio Standards Act No. 2004-213 (Act 213) or Commission regulations and which will be operated in parallel with the Companys system. This Rider is available to installations where any portion of the electricity generated by the renewable energy generating system offsets part or all of the customergenerators requirements for electricity. A renewable customer-generator is a non-utility owner or operator of a net metered generation system with a nameplate capacity of not greater than 50 kilowatts if installed at a residential service (Rate RS, CS, RH, and CH ) or not larger than 3,000 kilowatts at other customer service locations (Rate GS, GM, GP, GT ), except for Customers whose systems are above 3 megawatts and up to 5 megawatts who make their systems available to operate in parallel with the Company during grid emergencies as defined by the regional transmission organization or where a microgrid is in place for the purpose of maintaining critical infrastructure such as homeland security assignments, emergency services facilities, hospitals, traffic signals, wastewater treatment plants or telecommunications facilities provided that technical rules for operating generators interconnected with facilities of the Company have been promulgated by the Institute of Electrical and Electronic Engineers (IEEE) and the Commission. Qualifying renewable energy installations are limited to Tier I and Tier II alternative energy sources as defined by Act 213 and Commission Regulations. The Customers equipment must conform to the Commissions Interconnection Standards and Regulations pursuant to Act 213. This Rider is not applicable to Customers served under any of the lighting rate schedules or any Customers utilizing Auxiliary or Standby Service or the Hourly Pricing Service Rider. (C) Service under this Rider is available upon request to renewable customer-generators on a first come, first served basis so long as the total rated generating capacity installed by renewable customer-generator facilities does not adversely impact service to other Customers and does not compromise the protection scheme(s) employed on the Companys electric distribution system.

(C) Change

Issued: September 5, 2007

Effective: July 17, 2007

Pennsylvania Power Company NET METERING RIDER (Continued) METERING PROVISIONS:

Supplement No. 46 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 65.2 Canceling Original Sheet No. 65.2

(C) A Customer may select one of the following metering options in conjunction with service under applicable Rate Schedule RS, CS, RH, CH, GS, GM, GP, and GT. 1. A customer-generator facility used for net metering shall be equipped with a single bi-directional meter that can measure and record the flow of electricity in both directions at the same rate. A dual meter arrangement may be substituted for a single bi-directional meter at the Companys expense. 2. If the customer-generator's existing electric metering equipment does not meet the requirements under option (1) above, the Company shall install new metering equipment for the customer-generator at the Company's expense. Any subsequent metering equipment change necessitated by the customer-generator shall be paid for by the customer-generator. The customer-generator has the option of utilizing a qualified meter service provider to install metering equipment for the measurement of generation at the customer-generators expense. Additional metering equipment for the purpose of qualifying alternative energy credits owned by the customer-generator shall be paid for by the customer-generator. The Company shall take title to the alternative energy credits produced by a customer-generator where the customer-generator has expressly rejected title to the credits. In the event that the Company takes title to the alternative energy credits, the Company will pay for and install the necessary metering equipment to qualify the alternative energy credits. The company shall, prior to taking title to any alternate energy credits, fully inform the customer-generator of the potential value of those credits and options available to the customergenerator for their disposition. (C) 3. Meter aggregation on properties owned or leased and operated by a customer-generator shall be allowed for purposes of net metering. Meter aggregation shall be limited to meters located on properties within two (2) miles of the boundaries of the customer-generators property. Meter aggregation shall only be available for properties located within the Companys service territory. Physical meter aggregation shall be at the customer-generator's expense. The Company shall provide the necessary equipment to complete physical aggregation. If the customer-generator requests virtual meter aggregation, it shall be provided by the Company at the customer-generator's expense. The customer-generator shall be responsible only for any incremental expense entailed in processing his account on a virtual meter aggregation basis.

(C) Change

Issued: September 5, 2007

Effective: July 17, 2007

Pennsylvania Power Company NET METERING RIDER (Continued) BILLING PROVISIONS:

Supplement No. 46 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 65.3 Canceling Original Sheet No. 65.3

The following billing provisions apply to customer-generators in conjunction with service under applicable Rate Schedule RS, CS, RH, CH, GS, GM, GP, and GT.

(C) 1. The customer-generator will receive a credit for each kilowatt-hour received by the Company up to the total amount of electricity delivered to the Customer during the billing period at the full retail rate, consistent with Commission regulations. On an annual basis, the Company will compensate the customer-generator for kilowatt-hours received from the customer-generator in excess of the kilowatt hours delivered by Company to the customer-generator during the preceding year at the full retail value for all energy produced consistent with Commission regulations. The customergenerator is responsible for the customer charge, demand charge and other applicable charges under the applicable Rate Schedule. 2. If the Company supplies more kilowatt-hours of electricity than the customer-generator facility feeds back to the Companys system during the billing period, all charges of the appropriate rate schedule shall be applied to the net kilowatt-hours of electricity that the Company supplied. The customergenerator is responsible for the customer charge, demand charge and other applicable charges under the applicable Rate Schedule. 3. For customer-generators involved in virtual meter aggregation programs, a credit shall be applied first to the meter through which the generating facility supplies electricity to the distribution system, then through the remaining meters for the customer-generators account equally at each meters designated rate. Virtual meter aggregation is the combination of readings and billing for all meters regardless of rate class on properties owned or leased and operated by a customer-generator by means of the Companys billing process, rather than through physical rewiring of the customergenerators property for a physical, single point of contact. The customer-generators are responsible for the customer charge, demand charge and other applicable charges under the applicable Rate Schedule.

(C) Change

Issued: September 5, 2007

Effective: July 17, 2007

Pennsylvania Power Company NET METERING RIDER (Continued) APPLICATION:

Supplement No. 42 to Electric Pa. P. U. C. No. 35 Original Sheet No. 65.4

Customer-generators seeking to receive service under the provisions of this Rider must submit a written application to the Company demonstrating compliance with the Net Metering Rider provisions and quantifying the total rated generating capacity of the customer-generator facility. MINIMUM CHARGE: The Minimum Charges under Rate Schedule RS, CS, RH, CH, GS, GM, GP, and GT apply for installations under this Rider. RIDERS: Bills rendered by the Company under this Rider shall be subject to charges stated in any other applicable Rider

Issued: September 5, 2007

Effective: July 17, 2007

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 70.1 Canceling Second Revised Sheet No. 70.1

SOLAR PHOTOVOLTAIC REQUIREMENTS CHARGE RIDER A Solar Photovoltaic Requirements Charge (SPVRC), determined to the nearest onethousandth of a cent per kWh, shall be applied to each kWh delivered during a billing month to all Delivery Service Customers not qualifying for Solar Photovoltaic (SPV) self generation exclusion. The SPVRC shall be non-bypassable. The SPVRC shall be calculated annually in accordance with the formula set forth below: SPVRC = [(SPVRCC - E) / S] X [1 / (1 - T)] SPVRCC = SPVRCExp1 + SPVRCExp2 + SPVRCExp3 + SPVRCExp4 Where: SPVRC = The charge in cents per kWh to be applied to each kWh delivered to Delivery Service Customers served under this tariff. Solar Photovoltaic Requirements Charge Costs calculated in accordance with the formula shown above. The over or under-collection of SPVRC costs that results from billing the SPVRC during the SPVRC Reconciliation Year (an over-collection is denoted by a positive E and an under-collection by a negative E), including applicable interest. The E rate shall be applied to each kWh delivered to Delivery Service Customers. Interest shall be computed monthly at the legal rate determined pursuant to 41 P.S. 202, from the month in which the over or under-collection occurs to the month in which the over-collection is refunded to or the undercollection is recovered from all Delivery Service Customers. (C) SPVRCExp1 = A projection of the costs incurred to acquire the Solar Photovoltaic Alternative Energy Credits (SPAECs) to be retired during the SPVRC Computational Year obtained from winning bidders selected in the competitive procurement process to fulfill the Companys SPV obligations imposed by the AEPS Act and related laws and regulations, as the same may be amended from time to time (AEPS Laws And Regulations).

SPVRCC =

E=

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 70.2 Canceling Second Revised Sheet No. 70.2

Solar Photovoltaic Requirements Charge Rider (Continued) SPVRCExp2 = Administrative costs projected for the SPVRC Computational Year associated with the competitive procurement process implemented to fulfill the Companys SPV obligations imposed by the AEPS Laws And Regulations. These administrative costs include, but are not limited to, consultant costs and other direct and indirect costs associated with the Companys administration of the competitive procurement process and compliance with the SPV obligations imposed by the AEPS Laws And Regulations. (C) SPVRCExp3 = Incremental start-up costs incurred by the Company through May 31, 2013 in connection with the Companys compliance with the SPV obligations imposed by the AEPS Laws And Regulations, which shall be amortized over the twentyfour (24) month period ending May 31, 2015. These administrative costs include, but are not limited to, consultant costs and other direct and indirect costs associated with the Companys administration of the competitive procurement process and compliance with the SPV obligations imposed by the AEPS Laws And Regulations. Interest will be calculated monthly on the average of the beginning of the month and the end-of-month balances of these costs and included in the determination of the monthly amortized amount. The interest shall be computed monthly at the legal rate determined pursuant to 41 P.S. 202. (C) SPVRCExp4 = The net of: 1) proceeds resulting from the sale into the market of excess, unused SPAECs procured by the Company in the competitive procurement process; 2) the cost of any additional or supplemental SPAECs purchased by the Company in the market outside of the competitive bid process, as needed to meet its SPV obligations under the AEPS Laws And Regulations; and 3) the carrying cost of banked SPAECs, computed and compounded monthly at the legal rate determined pursuant to 41 P.S. 202 based upon the cost to acquire the banked SPAECs. The Companys projected kWh sales to Delivery Service Customers for the SPVRC Computational Year less Excluded Sales. Excluded Sales = Projected net Delivery Service kWh sales for the SPVRC Computational Year to qualifying SPV self generating Customers, which shall be excluded from the SPVRC for the SPVRC Computational Year if the SPV self generating Customer satisfies the criteria set forth in Qualifications for exclusion from SPVRC for Self Generation as set forth below. T= The Pennsylvania gross receipts tax rate in effect during the billing month expressed in the same decimal form used to express the Pennsylvania gross receipts tax rate that is employed in the Company's base rates. (C) Change

S=

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 70.3 Canceling Second Revised Sheet No. 70.3

Solar Photovoltaic Requirements Charge Rider (Continued) All capitalized terms not otherwise defined in this rider shall have the definitions specified in the Definitions of Terms section of this tariff. For purposes of this rider, the following additional definitions shall apply: 1. SPVRC Computational Year The 12-month period from June 1 through the following May 31. 2. SPVRC Reconciliation Year The 12-month period ending March 31 immediately preceding the SPVRC Computational Year. The SPVRC shall be filed with the Commission by May 1st of each year. Changes to the SPVRC shall become effective on June 1 of each year unless otherwise ordered by the Commission, and shall remain in effect for a period of one (1) year, unless revised on an interim basis subject to the approval of the Commission. Upon determining that the SPVRC, if left unchanged, would result in material over or under-collection of all costs recoverable under the SPVRC Rider incurred or expected to be incurred during the then current SPVRC Computational Year, the Company may request that the Commission approve one or more interim revisions to the SPVRC to become effective thirty (30) days from the date of filing, unless otherwise ordered by the Commission. Qualifications for exclusion from SPVRC for providing SPAECs to the Company from a Customer owned SPV generator: 1. The exclusion is available to Customers served on Rate Schedules GP and GT. 2. Customer must submit an application to the Company in advance of the SPVRC Computational Year requesting a waiver of the SPVRC. As part of the initial application, the Customer must have an executed interconnection agreement with the Company pursuant to applicable interconnection regulations, must have installed qualifying SPV panels in an amount adequate to cover the SPAEC requirements for the Customers expected net Delivery Service kWh, and must have installed qualifying metering on site to record the cumulative electricity production from its qualifying SPV panels in order to verify the SPAEC value determined pursuant to Act 213, Section 3 (A)(3)(e)(3). Upon the Companys approval of the Customers application, this Rider shall not be applicable as long as the Customer continues to meet the qualifications for exclusion. 3. The Company will make an estimate of the Customers SPAECs to be transferred to the Company based on the Companys determination of the Customers most recent 12 months of net Delivery Service kWh. The amount of SPAECs will be rounded up to the nearest whole number. This value will be communicated to the Customer before the SPVRC Computational Year. (C)

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa.P. U. C. No. 35 Third Revised Sheet No. 70.4 Canceling Second Revised Sheet No. 70.4

Solar Photovoltaic Requirements Charge Rider (Continued) 4. After the close of the SPVRC Computational Year, the Company will bill the Customer for the SPAECs necessary to extinguish the Customers obligation. No later than 45 days after the end of the SPVRC Computational Year, the Customer must transfer the specified self generated SPAECs into the Companys GATS account to demonstrate compliance for the recently completed SPVRC Computational Year. (C) 5. Upon receipt of all required SPAECs, the Company will continue to exclude the qualifying Customer from being billed the SPVRC. Penalty for non-compliance from Customers who qualify for the exclusion If the Customer fails to meet the obligation spelled out in Paragraph 4, then the Customer shall pay to the Company, the market cost incurred by the Company to replace the SPAECs not delivered by the Customer. The Company shall file an annual report of collections under this Rider within sixty (60) days following the conclusion of each SPVRC Reconciliation Year. At the conclusion of the period which this Rider is in effect, the Company shall be authorized to recover or refund any remaining amounts not reconciled at that time under such mechanism as may be approved by the Commission for that purpose. Application of this non-bypassable SPVRC shall be subject to annual review and audit by the Commission.

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Twenty-fourth Revised Sheet No. 71.1 Canceling Twenty-third Revised Sheet No. 71.1

PRICE TO COMPARE DEFAULT SERVICE RATE RIDER (C) A Price to Compare Default Service Rate (PTCDefault) shall be applied to each kWh of Default Service that Penn Power delivers to Customers under this rider as determined to the nearest onethousandth of a cent per kWh. The PTCDefault rate shall be billed to Customers receiving Default Service from the Company under this rider. The rates shall be calculated according to the provisions of this rider. For service rendered June 1, 2013 through August 31, 2013, the PTCDefault rates billed by Customer Class are as follows: Commercial Customer Class (Rate Schedules GS (excluding GS Special Rule GSDS), GS Optional Controlled Service Rider, PNP, GM, GM Optional Controlled Service Rider, PLS, SV, SVD, SM, OH With Cooling Capabilities, OH Without Cooling Capabilities, and WH Non-Residential): (I) $0.06113 per kWh Residential Customer Class (Rate Schedules RS; RS Optional Controlled Service Rider; RH; RH Water Heating Option; WH; and GS Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squads, and NonProfit Ambulance Services): (I) $0.07038 per kWh

(C) Change (I) Increase

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Sixteenth Revised Sheet No. 71.2 Canceling Fifteenth Revised Sheet No. 71.2

Price to Compare Default Service Rate Rider (Continued) (C) The PTCDefault rates by Commercial or Residential Customer Class will be calculated at the end of each Default Service Quarter (three months ending March 31st, June 30th, September 30th, and December 31st) to be effective for the three-month period beginning on the first day of the third calendar month following the end of that Default Service Quarter (June 1st, September 1st, December 1st, and March 1st). The PTCDefault rate shall be calculated by Customer Class in accordance with the formula set forth below: PTCDefault = [(PTCCurrent + E)] X [1 / (1 - T)] PTCCurrent = (PTCCurrent Cost Component X PTC LossCurrent) + PTCAdm + PTCNITS E = [((DSExp1 + DSExp2) - PTCRev+ DSInt )/DSSales] Where: PTCCurrent = The current cost component of the PTCDefault rate grossed up for line losses calculated by Commercial or Residential Customer Class determined to the nearest onethousandth of a cent per kWh to be applied to each kWh of Default Service delivered to Retail Customers under this rider. The computation of the PTCCurrent component of the PTCDefault rate by Commercial or Residential Customer Class will use the following procedures: PTCCurrent Cost Component = The current cost component of the PTCDefault rate calculated by Customer Class determined to the nearest one-thousandth of a cent per kWh to be applied to each kWh of Default Service delivered to Retail Customers under this rider. This rate will be determined, by Customer Class, using the projected weighted cost of Default Service supply acquired by the Company to serve Default Service load and will include any AEPS expenses that may be incurred by the Company related to amendments to the AEPS Act that may occur subsequent to the effective date of the Supplier Master Agreement for the Default Service Supply Plan.

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 71.3 Canceling Third Revised Sheet No. 71.3 (C)

Price to Compare Default Service Rate Rider (Continued) The cost of Default Service supply will include the costs the Company incurs from any block and spot purchases as required by the terms of the Default Service Supply Plan. PTC LossCurrent = Distribution line losses for energy that are determined by the applicable Loss Factors specified below:

Customer Class Commercial Customer Class Residential Customer Class PTCAdm =

Loss Factor 1.0661 1.0661

An administrative fee for applicable administration costs by Customer Class determined to the nearest one-thousandth of a cent per kWh to be applied to each kWh of Default Service delivered to Retail Customers under this rider. For the Residential Customer Class only, a Network Integration Transmission Service charge for block energy purchases, determined to the nearest onethousandth of a cent per kWh to be applied to each kWh of Default Service delivered to Retail Customers under this rider.

PTCNITS =

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Sixth Revised Sheet No. 71.4 Canceling Fifth Revised Sheet No. 71.4 (C) Price to Compare Default Service Rate Rider (Continued)

E=

The Price to Compare Default Service Reconciliation Rate component by Customer Class. The rate determined to the nearest one-thousandth of a cent per kWh by Customer Class shall be applied to each kWh of Default Service delivered to Retail Customers by Customer Class under this rider. An allocated portion of the incremental start-up costs incurred by the Company through May 31, 2013 in connection with the Companys Default Service Supply Plan to provide Default Service amortized over the twenty-four (24) month period ending May 31, 2015, including but not limited to: Incremental start-up administrative costs including metering and billing costs incurred and other costs as necessary to provide service to retail Default Service Customers Other start-up costs incurred to develop and implement the competitive bid process for the retail Default Service Supply Plan for retail Default Service including legal, customer notice, and consultant fees The incremental administrative start-up costs associated with the portfolio procurements of the supply needed from block and spot purchases

DSExp1 =

Interest will be calculated monthly on the average of the beginning and the end of month balances of these costs and included in the determination of the monthly amortized amount. The monthly interest rate will be based upon the 41 P.S. 202 statutory rate.

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Fourth Revised Sheet No. 71.5 Canceling Third Revised Sheet No. 71.5 (C) Price to Compare Default Service Rate Rider (Continued)

DSExp2 =

The cumulative costs to provide Default Service incurred by the Company for the respective Customer Class through the end of the previous Default Service Quarter, including but not limited to the following: Payments made to winning bidders Any net energy costs associated with the portfolio procurements of the supply needed from block and spot purchases. These net energy costs will reflect the net proceeds from sales in the wholesale energy market of any excess energy purchased by the Company to provide Default Service that exceeds actual energy used. Any PJM related charges including capacity, operating reserve, transmission-related costs other than Non-Market Based Services Transmission Charges, and ancillary services associated with the portfolio procurements of the supply needed from block and spot purchases An allocated portion of administrative costs associated with the portfolio procurements of the supply needed from block and spot purchases An allocated portion of incremental administrative costs including metering and billing costs incurred and other costs as necessary to provide service to retail Default Service Customers All contingency plan implementation costs incurred during the supply period An allocated portion of other costs incurred to develop and implement the competitive bid process for Retail Default Service including legal, customer notice, and consultant fees AEPS expenses incurred by the Company related to amendments to the AEPS Act occurring subsequent to the effective date of the Supplier Master Agreement for the Default Service Supply Plan excluding such costs that are recovered through the Companys Solar Photovoltaic Requirements Charge Rider

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 71.6 Canceling Second Revised Sheet No. 71.6 (C)

Price to Compare Default Service Rate Rider (Continued) The net AEPS expenses incurred by the Company associated with the portfolio procurements of the supply needed from block and spot purchases. These net AEPS expenses will reflect the net proceeds of sales of AEPS credits purchased that exceed the AEPS credits needed to meet AEPS requirements. The cost of credit when the Company is considered by PJM to be the load serving entity

PTCRev =

The cumulative revenues billed to Retail Customers by Customer Class for Default Service under the Default Service Supply Plan, excluding applicable Pennsylvania gross receipts tax, through the end of the most recent Default Service Quarter billed under the respective Customer Class PTCDefault rates. The cumulative amount of carrying charges calculated on a monthly basis through the end of the most recent Default Service Quarter by Customer Class. Interest will be calculated monthly on the average balance of 1) the respective months beginning balance of prior months cumulative over or under collection of PTCRev compared to the sum of the amortized portion of DSExp1 costs and DSExp2 costs incurred to date, including cumulative interest calculated thereon through the beginning of the month; and 2) the respective months ending balance of cumulative over or under collection of PTCRev compared to the amortized portion of DSExp1 costs and DSExp2 costs incurred to date, including cumulative interest calculated thereon through the beginning of the month. The monthly interest rate will be based upon the 41 P.S. 202 statutory annual rate for under collections and based upon the 41 P.S. 202 statutory annual rate plus two percent for (over) collections.

DSInt =

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Third Revised Sheet No. 71.7 Canceling Second Revised Sheet No. 71.7 (C) Price to Compare Default Service Rate Rider (Continued)

DSSales =

The Companys projected Default Service kWh sales to Retail Customers by Customer Class for the three-month billing period that the E rate component of the PTCDefault rate will be in effect. The Pennsylvania gross receipts tax rate in effect during the billing month expressed in decimal form as reflected in the Companys base rates.

T=

Each change in the PTCDefault rates will be filed with the Commission thirty (30) days prior to the effective date of the rate changes. The Company shall file details in support of the revised PTCDefault rates. At the conclusion of the duration of this reconciliation rider, the Company is authorized to recover or refund any remaining amounts not reconciled at that time under such mechanism as approved by the Commission. Application of the PTCDefault rates shall be subject to annual review and audit by the Commission.

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 98 to Electric Pa. P. U. C. No. 35 First Revised Sheet No. 71.8 Canceling Original Sheet No. 71.8 (C)

THIS PAGE INTENTIONALLY LEFT BLANK Reserved for Future Use

(C) Change

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company TIME-OF-USE DEFAULT SERVICE RIDER Availability

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Original Sheet No. 73.1

Time-Of-Use (TOU) default service (TOUDefault ) is available under this Rider, upon the terms and conditions set forth herein, to Residential Customers that: (1) have had smart meters installed pursuant to the Penn Power Smart Meter Technology Procurement and Installation Plan following approval of that plan by the Commission; and (2) affirmatively elect to receive service under this Rider and comply with its enrollment procedures. Customers that apply for service under this Rider must agree, as a condition of service hereunder, to allow the Company to share their Customer information as defined in the Companys Electric Generation Supplier Coordination Tariff with the EGS(s) that provide TOUDefault , subject to the requirements, restrictions and limitations, if any, of the Commissions applicable regulations dealing with the release of Customer information.

Rates Summer Period of service rendered June 1 August 31: On-Peak Rate shall be determined as follows: TOUDefault On-Peak = Residential Customer Class PTCDefault Rate X 1.41 Off-Peak Rate shall be determined as follows: TOUDefault Off-Peak = Residential Customer Class PTCDefault Rate X 0.78 Non-Summer Period: TOUDefault = Residential Customer Class PTCDefault Rate

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Time of Use Default Service Rider (Continued) TOU Default

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Original Sheet No. 73.2

Qualifying Customers that are enrolled to receive service under this Rider will obtain TOU default service from a Commission-certified EGS contracted to provide TOU default service pursuant to the terms and conditions of this Rider. Each enrolled Customer must execute, and will receive service pursuant to, a Commission-approved consumer contract and disclosure statement with an EGS selected to furnish TOU default service until such time as Customer selects another option from the EGS, selects another EGS, or requests a return to Default Service consistent with existing switching rules or until the Commission orders changes to the TOU Default Service Rider. The consumer contract and disclosure statement will set forth terms of service specified by the EGS that are in addition to, but may not conflict with, the rates, terms and conditions of service set forth in this Rider. The rates for TOU default service set forth in this Rider will be calculated at the end of each Default Service Quarter (three months ending June 30th, September 30th, December 31st, and March 31st) to be effective for the threemonth period beginning on the first day of the third month following the end of the Default Service Quarter (September 1st, December 1st, March 1st, and June 1st). On-Peak and Off-Peak Hours The rates for TOU default service are different for On-Peak Hours and Off-Peak Hours during the months of June, July and August, and billed on a service rendered basis. The TOU default service rate for all other months will not reflect an On-Peak or Off-Peak differential. On-Peak Hours are all hours beginning 12:00 PM (1200 hours) Eastern Standard Time and ending 9:00 PM (2100 hours) Eastern Standard Time each day from Monday through Friday excluding Independence Day. Off-Peak Hours are all hours not identified as On-Peak Hours. Enrollment Enrollment will occur consistent with the switching rules provided in the Companys Electric Generation Supplier Coordination Tariff. Customer Switching A Customer that has enrolled in the TOU default service program remains eligible to return to standard Default Service. A Customer that has enrolled in the TOU default service program may, at any time, elect to receive another product from any EGS, including non-TOU default service from the EGS providing TOU default service to the Customer pursuant to this Rider.

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company Time of Use Default Service Rider (Continued) Commissions Failure to Approve an EGS Contract and Alternative Rates

Supplement No. 98 to Electric Pa. P. U. C. No. 35 Original Sheet No. 73.3

In the event the Commission does not approve a standard contract for use between the Company and participating EGSs or no EGS elects to provide TOU default service, Customers enrolled, or electing to enroll, in the TOU default service program will receive service under the terms and conditions of the Companys Price To Compare Default Service Rate Rider, and the TOUDefault rates shall be the rates set forth in such Price To Compare Default Service Rate Rider (including, without limitation, E Factor of such rates). During the Summer Period, the PTCDefault rate will be multiplied by 1.41 to establish the TOUDefault On-Peak rate during On-Peak Hours and multiplied by 0.78 to establish the TOUDefault Off-Peak rate during Off-Peak Hours. EGS Withdrawal From Providing TOU Default Service In the event an EGS providing service through the TOU Default Service Rider elects to withdrawal from providing such service, the Company may randomly reassign the Customers receiving TOU default service from such EGS to the remaining EGSs that are providing TOU default service on behalf of the Company. Annual Review and Audit The application of the TOUDefault rates under this Rider shall be subject to annual review and audit by the Commission.

Issued: April 15, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 97 to Electric Pa. P. U. C. No. 35 Original Sheet No. 74.1

PHASE II ENERGY EFFICIENCY AND CONSERVATION CHARGE RIDER A Phase II Energy Efficiency and Conservation Charge (Phase II EE&C-C) shall be applied to each Billing Unit during a billing month to Customers served under this Tariff. Billing Units are defined as follows: Residential, Non-profit, Commercial, and Street Lighting Customer Classes: Industrial Customer Class: Per kWh Per kW PLC

Residential, Non-profit, Commercial, and Street Lighting Customer Class rates will be calculated to the nearest one-thousandth of a cent per kWh. Industrial Customer Class rates will be calculated to the nearest one-hundredth of a dollar per kW PLC. The Phase II EE&C-C rates shall be calculated separately for each Customer Class according to the provisions of this rider. For service rendered June 1, 2013 through May 31, 2014 the Phase II EE&C-C rates billed by Customer Class are as follows: Residential Customer Class (Rate Schedules RS; RS Optional Controlled Service Rider; RH; RH Water Heating Option; and WH): 0.291 cents per kWh. Non-profit Customer Class (Rate GS Special Provision for Volunteer Fire Companies, Non-Profit Senior Citizen Centers, Non-Profit Rescue Squad, and Non-Profit Ambulance Service; and Rate PNP): 0.630 cents per kWh. Commercial Customer Class (Rate Schedules GS; GS Special Rule GSDS, GS Optional Controlled Service Rider; GM; GM Optional Controlled Service Rider; PLS; OH With Cooling Capabilities; OH Without Cooling Capabilities; and WH Non-Residential): 0.122 cents per kWh. Street Lighting Customer Class (Rate Schedules SV; SVD; and SM): 0.082 cents per kWh. Industrial Customer Class (Rate GP, and Rate GT): $ 0.28 per kW PLC.

Issued: March 29, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 97 to Electric Pa. P. U. C. No. 35 Original Sheet No. 74.2

Phase II Energy Efficiency and Conservation Charge Rider (continued) The Phase II EE&C-C rates by Customer Class shall be calculated in accordance with the formula set forth below: EEC-C = [(EECC E) / S] X [ 1 / (1 T)] EECC = EECExp1 + EECExp2 + EECExp3 +EEC Exp4 Where: EEC-C = EECC = The charge in cents or dollar per Billing Unit by Customer Class as defined by this rider applied to each Billing Unit for the Rate Schedules identified in this rider. The Energy Efficiency and Conservation Costs by Customer Class incurred and projected to be incurred by the Company for the Phase II EE&C-C Computational Period calculated in accordance with the formula shown above. Costs incurred and projected to be incurred associated with the Customer Class specific Phase II EE&C Programs as approved by the Commission for the Phase II EE&C-C Computational Period by Customer Class. These costs also include an allocated portion of any indirect costs incurred associated with all the Companys Phase II EE&C Programs for the Phase II EE&CC Computational Period. Such costs shall be allocated to each Customer Class based on the ratio of class-specific approved budgeted program costs to total approved budgeted program costs. An allocated portion of incremental administrative start-up costs incurred by the Company through May 31, 2013 in connection with the development of the Companys Phase II EE&C Programs in response to the Commissions orders and guidance at Docket Nos. M-20122289411 and M-2008-2069887. These costs to design, create, and obtain Commission approval for the Companys Phase II EE&C Programs include, but are not limited to, consultant costs, legal fees, and other direct and indirect costs associated with the development and implementation of the Companys Phase II EE&C Programs in compliance with Commission directives. Such costs shall be allocated to each Customer Class based on the ratio of class-specific approved budgeted program costs to total approved budgeted program costs.

EECExp1 =

EECExp2 =

Issued: March 29, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 97 to Electric Pa. P. U. C. No. 35 Original Sheet No. 74.3

Phase II Energy Efficiency and Conservation Charge Rider (continued) EECExp3 = An allocated portion of the costs the Company incurs and projects to incur to fund the Commissions statewide evaluator contract which shall be excluded in the final determination of the Act 129 limitation on the Companys Phase II EE&C Programs costs. Such costs shall be allocated to each Customer Class based on the ratio of class-specific approved budgeted program costs to total approved budgeted program costs. An allocated portion of any costs the Company incurs and projects to incur to fund any future Commission-approved demand response programs, or successor demand response programs. Such costs shall be allocated to each Customer Class based on the ratio of class-specific approved budgeted program costs to total approved budgeted program costs. The cumulative over or under-collection of Phase II EE&C costs by Customer Class that results from the billing of the Phase II EE&C-C rates (an over-collection is denoted by a positive E and an under-collection by a negative E). The Companys projected Billing Units (kWh sales delivered to all Customers in the specific Customer Class or kW PLC demand for the Industrial Customer Class). The Pennsylvania gross receipts tax rate in effect during the billing month expressed in decimal form as reflected in the Companys base rates.

EEC Exp4 =

E=

S= T=

All capitalized terms not otherwise defined in this rider shall have the definitions specified in the Definitions of Terms section of this Tariff. For the purpose of this Rider, the following additional definitions shall apply:

Issued: March 29, 2013

Effective: June 1, 2013

Pennsylvania Power Company

Supplement No. 97 to Electric Pa. P. U. C. No. 35 Original Sheet No. 74.4

Phase II Energy Efficiency and Conservation Charge Rider (continued) 5. Phase II EE&C-C Computational Period The 12-month period from June 1, 2013 through May 31, 2014. 6. Phase II EE&C-C Initial Reconciliation Period June 1, 2013 through March 31, 2014 for the initial period of the rider. 7. Phase II EE&C-C Reconciliation Period The 12-month period ending March 31 each year thereafter, except for the Initial Reconciliation Period, for the duration of this rider. 8. Peak Load Contribution (PLC) A Customers contribution to the Companys transmission zone normalized summer peak load, as estimated by the Company in accordance with PJM rules and requirements. The Company will submit to the Commission by May 1 of each year starting May 1, 2014: (1) a reconciliation between actual Phase II EE&C-C revenues and actual Phase II EE&C-C costs through March of that year, as adjusted for removal of gross receipts tax; (2) any adjustment to the forecasted Phase II EE&C-C revenues anticipated to be billed during April through May of that year, as adjusted for removal of gross receipts tax; (3) any adjustment to the Phase II EE&C costs based upon actual costs incurred through March and any revised estimates for future months (including, but not limited to, re-evaluation or re-design of Phase II EE&C Programs and re-allocation of Phase II EE&C Program Costs to the designated Rate Schedules), subject to the amount permitted to be recovered under 66 Pa.C.S. 2806.1; (4) the subsequent effect of the EE&C cost adjustment, Billing Unit forecast update, and reconciliation to the Phase II EE&C-C rates adjusted for gross receipts tax, and levelized over the period of the upcoming June 1 and continuing through the following May 31; (5) the Phase II EE&C budget estimate for the forthcoming annual calculation period (June 1 through May 31) by rate class; and (6) any other adjustments approved by the Commission pertaining to the implementation of the Phase II EE&C Plan. There shall also be a final reconciliation of amounts to be collected or refunded after May 31, 2016. Upon determination that the Phase II EE&C-C rates, if left unchanged, would result in material over or undercollection of all recoverable costs incurred or expected to be incurred by Customer Class, the Company may request that the Commission approve one or more interim revisions to the Phase II EE&C-C rates to become effective thirty (30) days from the date of filing, unless otherwise ordered by the Commission. The Company shall file an annual report of collections under this rider by June 30th of each year starting June 30, 2014 until the conclusion of this rider. At the conclusion of the duration of this rider, the Company is authorized to recover or refund any remaining amounts not reconciled at that time under such mechanism as approved by the Commission. Application of the Phase II EE&C-C rates shall be subject to annual review and audit by the Commission.

Issued: March 29, 2013

Effective: June 1, 2013