8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2002
WEST PENN POWER COMPANY (Exact Name of Registrant as Specified in Its Charter)
Pennsylvania (State or other jurisdiction of incorporation)	1-255-2 (Commission File Number)	13-5480882 (IRS Employer Identification Number)
800 Cabin Hill Drive Greensburg, PA 15601 (Address of principal executive offices) Registrant's telephone number, including area code: (724) 837-3000 N/A (Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events

     The exhibits to this Report listed in Item 7 below relate to West Penn Power Company's Registration Statements on Form S-3, File Nos. 33-59133 and 333-34511.

Item 7.  Financial Statements, Pro Form Financial Information and Exhibits

Exhibit No.

            1(b)    Debt Securities Standard Purchase Agreement Provisions

            4(a)     First Supplemental Indenture dated as of April 22, 2002, Supplemental to Indenture
                      dated as of May 15, 1995.

            4(b)     Note dated as of April 22, 2002, due April 15, 2012.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: April 22, 2002	West Penn Power Company By:       /s/ Thomas K. Henderson Name:       Thomas K. Henderson Title:         Vice President

INDEX TO EXHIBITS
Item No.	Exhibits
7	Ex. 1(b) Ex. 4(a) Ex. 4(b)	Debt Securities Standard Purchase Agreement Provisions First Supplemental Indenture dated as of April 15, 2002, Supplemental to Indenture dated as of May 15, 1995. Note dated as of April 22, 2002, due April 15, 2012.

EX-1

EX. 1(b)

WEST PENN POWER COMPANY
STANDARD PURCHASE AGREEMENT PROVISIONS
DEBT SECURITIES

INCLUDING

FORM OF PURCHASE AGREEMENT

STANDARD PURCHASE AGREEMENT PROVISIONS
DEBT SECURITIES

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

1. Introductory. The Company proposes to issue and sell from time to time Debt Securities registered under the registration statements referred to in Section 2(a) (the "Securities"). The Securities will be issued under an Indenture (as defined in Schedule I attached hereto) and will have varying designations, interest rates and times of payment of any interest, maturities, redemption provisions and other terms, with all such terms for any particular series of the Securities being determined at the time of the sale. The Securities involved in any such offering are hereinafter referred to as the "New Securities", and the purchaser or purchasers, as the case may be, which agree to purchase the same are hereinafter referred to as the "Purchasers" of such New Securities. The terms "you" and "your" refer to those Purchasers who sign the Purchase Agreement either on behalf of themselves only or on behalf of themselves and as representatives of the several Purchasers named in Schedule A th ereto ("Schedule A"), as the case may be, unless one of such Purchasers shall have been appointed the representative ("Representative") of all of the Purchasers who sign the Purchase Agreement, in which case the terms "you" and "your" shall mean such Purchaser acting in its capacity of Representative. If there shall be only one Purchaser named in Schedule A, the terms "Purchasers" and "Representatives" shall mean such Purchaser. All obligations of the Purchasers are several and not joint.

1. Representations and Warranties of the Company. The Company represents and warrants to and agrees with each Purchaser that:
1. One or more registration statements on Form S-3 relating to the Securities including a prospectus and all documents incorporated by reference therein have been filed with the Securities and Exchange Commission (the "Commission") and have become effective. Each such registration statement, including the prospectus set forth therein and all prior amendments and supplements thereto (other than supplements and amendments relating to Securities that are not New Securities), including all documents filed as a part thereof or incorporated by reference therein, are hereinafter collectively referred to as the "Registration Statement" and the most recent prospectus included therein, as amended or supplemented by a prospectus supplement with respect to the offering of New Securities referred to in Section 1, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus".
2. The Registration Statement and Prospectus in all material respects comply with the provisions of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations of the Commission thereunder (the "Rules and Regulations"), and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the applicable rules and regulations thereunder, the Registration Statement on the date it became effective did not, and as of the date hereof, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus does not, and at the time of purchase (as defined below) will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and all documents incorpor ated therein by reference, as of the respective dates on which they were filed, complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the pertinent published rules and regulations thereunder (the "Exchange Act Rules and Regulations") and, on said dates, and at the time of purchase, when read together with the Prospectus, or the Prospectus as it may be otherwise amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of circumstances under which they were made, not misleading, except that the Company makes no representation or warranty to any Purchaser with respect to any statement contained in, or any matter omitted from, the Registration Statement or Prospectus, which statements were made, or matters omitted, in reliance upon and in conformity with information furnished in writing to th e Company through you for use in the Registration Statement and Prospectus.
3. Since the respective dates as of which information is given in the Registration Statement and Prospectus, there has been no material and unfavorable change in the business or condition, financial or otherwise, of the Company, other than as referred to in the Registration Statement and Prospectus.
4. The consummation of the transactions herein contemplated and the performance by the Company of its obligations under the Purchase Agreement will not result in the breach or violation by the Company of any term of, or constitute a default under, (i) the Company's charter or bylaws, (ii) any other material agreement or undertaking of the Company or any of its subsidiaries or (iii) any statute, law, rule or regulation or any order, decree or judgment of any governmental entity having jurisdiction over the Company or any of its subsidiaries or any of their respective properties.
2. Delivery and Payment. Payment for the New Securities shall be made by the Purchasers to or upon the order of the Company by wire transfer, payable in same-day funds to the account specified by the Company, at 10:00 A.M., New York City time, on the date set forth in the Purchase Agreement, unless another time shall be agreed to by the Company and by you or unless postponed in accordance with the provisions of Section 8 hereof. The time at which payment and delivery are actually made is hereinafter sometimes called the "time of purchase."

The New Securities shall be delivered through the facilities of The Depository Trust Company unless the Purchasers shall otherwise instruct.

3. Covenants of the Company. The Company covenants and agrees with the several Purchasers:
1. To cause the Prospectus to be filed with, or mailed for filing to, the Commission pursuant to Rule 424 of the Rules and Regulations as soon as practical, but in no event later than 5:30 P.M., New York time, on the first business day following the date of this Agreement unless approved by the Representative and, whenever the Company learns of any action of the Commission or its staff affecting the effectiveness of the Registration Statement, to advise the Representative thereof promptly.
2. To make generally available to its security holders (as contemplated by Section 11(a) of the Act and Rule 158 of the Rules and Regulations) an earnings statement of the Company covering a 12-month period beginning the first day of the first fiscal quarter occurring after the effective date of the Registration Statement, as soon as reasonably practicable after the termination of such 12-month period.
3. To advise the Representative of each proposed amendment or supplement to the Registration Statement or Prospectus with respect to the New Securities and to file no such amendment or supplement to which the Representative shall reasonably object in writing.
4. To deliver to the Purchasers' counsel without charge one executed copy of the Registration Statement (including all amendments thereto and all exhibits not incorporated by reference) and sufficient conformed copies of the Registration Statement (without exhibits) for distribution of one to each Purchaser and to deliver to the Representative as many copies of the Prospectus as the Representative may reasonably request.
5. As long as the Securities are outstanding, to deliver to the Representative upon request, and to each Purchaser who may so request, as soon as practicable after the end of each fiscal year a balance sheet of the Company, as of the end of such year, and


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statements of income, retained earnings, capitalization, and cash flows of the Company for such year, all as certified by its regular independent accountants, and to deliver to the Representative upon request, as soon as practicable after the end of each quarterly period, income statements of the Company for the 12 months ended with the end of such quarterly period. If the Company should have active subsidiaries, such financial statements shall be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in the financial statements regularly published by the Company.

6. To cooperate in qualifying the New Securities under the securities laws and legal investment laws of such jurisdictions within the United States and its territories as the Representative may reasonably request and pay the filing fees and expenses, including reasonable fees and disbursements of Purchasers' counsel paid in connection therewith, except that the Company will not submit to any State requirements which it deems unduly burdensome.
7. To apply the net proceeds received from the sale of the New Securities as stated in the Registration Statement.
8. Except as herein otherwise provided, to pay all expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, (ii) the issuance and delivery of the New Securities, (iii) the preparation, execution, filing and recording of any supplemental indenture, (iv) the printing and delivery to the Purchasers, through the Representative, of reasonable quantities of copies of the Registration Statement and the Prospectus, and any amendment or supplement thereto, except as otherwise provided in paragraph (i) of this Section, (v) the fees and expenses of the trustee under the Indenture and any paying agent (including related fees and expenses of counsel to such parties) and (vi) any fees charged by the rating agencies for rating the New Securities. The Company shall not, however, be required to pay any amount for any expenses of the Representative or any of the Purchasers (other than as contemplated by Section 4(f) (above), except th at, if the sale of the New Securities provided for herein is not consummated because any condition to the obligations of the Purchasers set forth in Section 5 hereof or any condition to the obligations of the Company in Section 6 hereof is not satisfied, or because of any refusal, inability or failure of the Company to perform any agreement herein or to comply with any provision hereof other than by reason of a default by any Purchasers, or the Purchase Agreement shall be terminated in accordance with the provisions of Section 7, the Company will reimburse the Representative for the reasonable out-of-pocket expenses, including fees and disbursements of Purchasers' counsel, whose fees and disbursements the Purchasers agree to pay in every other circumstance. The Company shall not in any event be liable to any of the Purchasers for damages on account of loss of anticipated profits.

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9. During such period of time after the effective date of the Registration Statement as the Purchasers are required by law to deliver a prospectus in connection with any sale of the New Securities contemplated by the Prospectus, if any event relating to or affecting the Company or of which the Company shall be advised in writing by you shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus in order to make the Prospectus not misleading in light of the circumstances when it is delivered to a purchaser of the New Securities, to amend or supplement the Prospectus by either (i) preparing and filing with the Commission and furnishing to you at the Company's expense a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus or (ii) making an appropriate filing pursuant to Section 13 or 14 of the Exchange Act, which will supplement or amend the Prospectus so that, as supplemented or amended, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances when the Prospectus is delivered to a purchaser of the New Securities, not misleading; provided that should such event relate solely to the activities of any of the Purchasers, then the Purchasers shall assume all of the expenses in connection with preparing any such supplement or amendment.
10. During such period of time after the date hereof as a prospectus relating to the New Securities is required to be delivered under the Act, to file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the Exchange Act.
4. Conditions to Purchasers' Obligations. The obligations of each Purchaser hereunder to purchase New Securities are subject to the accuracy at the time of purchase of the representations and warranties of the Company herein, to performance by the Company of its obligations to be performed hereunder at or prior to the time of purchase, and to the following further conditions at the time of purchase:
1. No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for such an order shall be pending or, to the knowledge of the Company, threatened and the Representative shall have received a certificate, dated at the time of purchase and signed by an officer of the Company, to the effect that no such stop order is in effect and that no proceedings for such purpose are pending before, or to the knowledge of the Company threatened by, the Commission.
2. All necessary orders of the Commission under the Public Utility Holding Company Act of 1935 and of the State Commission authorizing the issuance and sale of the New Securities shall be in full force and effect, and no such order shall contain any provision unacceptable to the Representative or the Company in their respective

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reasonable judgments (but all provisions of any such orders heretofore entered and furnished to the Representative are deemed acceptable to the Representative and the Company).

3. The Representative shall receive the opinions, dated the time of purchase, of Purchasers' Counsel; Sullivan & Cromwell; and Local Counsel, substantially in the form supplied to you before the date of the Purchase Agreement, with conformed copies thereof for the other Purchasers.
4. The Representative shall receive a letter of PricewaterhouseCoopers LLP, dated the time of purchase, in substantially the form supplied to you before the date of the Purchase Agreement.
5. There shall have been no material and unfavorable change in the business or condition, financial or otherwise, of the Company, from that set forth in the Registration Statement and Prospectus, the representations and warranties of the Company herein shall be true and correct as of the time of purchase and the Representative shall have received a certificate to that effect dated as of the time of purchase, signed by the Chairman, the President or a Vice President of the Company.
6. There shall not have been any downgrade of the credit rating on the New Securities by Fitch, Inc., Moody's Investors Service, Inc., or Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. or their respective successors, or the placement of such New Securities or other debt securities of the Company on watch with negative implications.
5. Conditions to Company's Obligations. The obligations of the Company hereunder are subject to the conditions set forth in paragraphs (a) and (b) of Section 5 hereof.
6. Termination of Agreement. If a public offering of the New Securities is to be made by the Purchasers, this Agreement may be terminated at any time prior to 5:00 P.M., New York time, on the first business day following the date of this Agreement (but not after the initial public offering of the New Securities) by the Representative with the consent of the Purchasers (including the Representative) who have agreed to purchase in the aggregate 50% or more of the aggregate principal amount of the New Securities agreed to be purchased hereunder, if (i) trading in securities on the New York Stock Exchange shall have been suspended or limited, or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared by either Federal or New York State authorities or (iii) there shall have occurred an outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of whi ch on financial markets is such as to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to

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proceed with the offering or the delivery of the New Securities. This agreement may also be terminated by the Representative, with like consent whether or not a public offering of the New Securities has been made, at any time prior to the time of purchase, if the Company or any of its subsidiaries shall have sustained a loss by fire, flood, accident or other calamity that is substantial with respect to the property of the Company and its subsidiaries as a whole and that, in the reasonable judgment of the Representative, shall render it inadvisable to proceed with the delivery of the New Securities, whether or not such loss shall have been insured.

The time of the "initial public offering", for the purposes of this Section 7, shall mean the time, after the execution of this Agreement, of the release by the Representative for publication of the first newspaper advertisement referring to the New Securities, or the time, after the execution of this Agreement, at which the New Securities are first generally offered by the Purchasers to the public or to dealers by letter or telegram or otherwise, whichever shall first occur.

If this Agreement is terminated as provided in this Section 7, the Company and each other Purchaser shall be notified promptly by telephone or telegram, confirmed by letter. If this Agreement shall not be carried out by any Purchaser for any reason permitted hereunder or if the sale of the New Securities to the Purchasers as herein contemplated shall not be carried out because the Company shall be unable in good faith to comply with any of the terms hereof or if the Company shall not deliver the New Securities because the conditions set forth in Section 6 hereof are not satisfied, the Company shall not be under any obligation under this Agreement (except that the Company shall remain liable to the extent provided in Sections 4(f), 4(h), 9 and 11 hereof) and the Purchasers (except any Purchasers in default hereunder) shall be under no liability to the Company (except that the Purchasers shall remain liable to the extent provided in Sections 10 and 11 hereof) nor be under any liability under this Agreement to one another.

7. Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase New Securities hereunder and the aggregate principal amount of New Securities which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of New Securities or less, the Representative may make arrangements satisfactory to the Company for the purchase of such New Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the time of purchase the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the New Securities which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of New Securities with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representative and the Company for the purchase of such New Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Sections 4(f), 4(h), 9, 10 and 11. In the event that any Purchaser or

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Purchasers default in their obligation to purchase New Securities hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the time of purchase for a period of not more than five full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary. Nothing in this Section 8, however, shall operate to limit any rights which the Company may have against any Purchaser who shall for any reason other than a reason permitted hereunder fail to purchase the principal amount of New Securities purchasable by it upon tender thereof in accordance with the terms of this Agreement. The term "Purchaser" as used in this Agreement shall refer to and include each purchaser substituted under this Section 8, with like effect as if said substitute d Purchaser had originally been named in Schedule A.

8. Indemnity by the Company. The Company agrees to indemnify, defend and hold harmless each Purchaser and each person, if any, who controls any Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any loss, expense, liability or claim (including the reasonable cost of investigation and reasonable legal and other expenses) which, jointly or severally, any such Purchaser or person may incur under the Act, or otherwise, insofar as such loss, expense, liability or claim arises out of or is based upon any alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof) or in the Prospectus (the term "Prospectus" for the purpose of this Section 9 shall be deemed to include any preliminary prospectus, the prospectus included in the Registration Statement at the time it became effective, the Prospectus, the Prospectus as amended or su pplemented and any document incorporated by reference therein pursuant to Item 12 of Form S-3), or arises out of or is based upon any alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made in such Registration Statement not misleading or necessary to make the statements in such Prospectus, in light of the circumstances under which they were made, not misleading, unless such alleged untrue statement or omission was made in conformity with written information given the Company by the Purchaser through the Representative expressly for use therein or arises out of any statement or omission in the Statement of Eligibility of the Trustee under the Indenture, provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Prospectus included in the Registration Statement at the time it became effective, the indem nity agreement contained in this paragraph shall not inure to the benefit of any Purchaser (or of any person controlling such Purchaser) on account of any such loss, claim, damage or liability arising from the sale of the New Securities to any person unless a copy of the Prospectus (excluding any documents incorporated by reference therein), as then supplemented or amended, shall have been given or sent to such person by or on behalf of such Purchaser with or prior to the written confirmation of such sale. Each Purchaser or person shall promptly notify the Company of any such loss, expense, liability or claim but failure

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so to notify the Company shall not relieve the Company from any liability which it may have to such Purchaser or person otherwise than on account of the indemnity agreement contained in this Section 9. The Company shall be entitled to assume the investigation of any liability or claim or the defense of any suit brought to enforce any such liability or claim and the Purchaser or person against whom such suit is brought shall be entitled to participate in such investigation and defense. If the Company assumes the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by the Company and satisfactory to such Purchaser or person, and in such case such Purchaser or person shall bear the expense of his investigation and the fees and expenses of any additional counsel retained by him, except (i) those incurred after notifying the Company of such claim and prior to being advised by the Company of its intention to assume such investigation or defense or (ii) if the Company shall not have employed counsel reasonably satisfactory to the Purchasers within a reasonable time after notice of the institution of such claim or liability or suit. If the Company does not assume the investigation of any such claim or the defense of any such suit, or if the Company shall agree in writing to pay such fees and expenses or if such Purchaser or person shall reasonably conclude that there may be defenses available to it or them which are different from or in addition to those available to the Company, the Company will reimburse such Purchaser or person for the reasonable fees and expenses of any counsel retained by him; provided however, that in such event the Company shall be entitled, at its own expense, to participate in the investigation or defense.

The Company's indemnity agreement contained in this Section 9 and its warranties and representations in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser or controlling person, and shall survive any termination of this Agreement or the issuance and delivery of the New Securities.

The Company agrees promptly to notify the Purchasers of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issuance and sale of the New Securities, or such Registration Statement or Prospectus.

9. Warranties of and Indemnity by Purchasers.
1. Each Purchaser warrants and represents that the information furnished in writing to the Company through the Representative for use in the Registration Statement or in the Prospectus does not contain an untrue statement of a material fact and does not omit to state a material fact in connection with such information required to be stated therein or necessary to make such information when used in such Registration Statement not misleading, or necessary to make such information when used in such Prospectus, in light of the circumstances under which it was used, not misleading. Each Purchaser, in addition to any other information furnished to the Company through the Representative for use in the Registration Statement and Prospectus, hereby authorizes the

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Representative to furnish to the Company the information with regard to the terms of offering of the New Securities by such Purchaser, for use in the Registration Statement.

2. Each Purchaser severally agrees to indemnify, defend and hold harmless the Company and its directors and officers and each other Purchaser and each person, if any, who controls the Company or any other Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any loss, expense, liability or claim (including the reasonable cost of investigation and reasonable legal and other expenses) which, jointly or severally, the Company or any such person may incur under the Act or otherwise, insofar as such loss, expense, liability or claim arises out of or is based upon any alleged untrue statement of a material fact contained in information furnished in writing to the Company through the Representative for use in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto, or in the Prospectus (or in the Prospectus as amended or supplemented), or arises out of or is based upon any alleged omission from information furnished in writing to the Company on behalf of any Purchaser through the Representative to state a material fact in connection with such information required to be stated therein or necessary to make such information when used in such Registration Statement not misleading, or necessary to make such information when used in such Prospectus, in light of the circumstances under which it was used, not misleading. The Company or any such person shall promptly notify the Purchasers of any such loss, expense, liability or claim, but failure so to notify such Purchaser shall not relieve such Purchaser from any liability which it may have to the Company or any such person otherwise than on account of the indemnity agreement contained in this Section 10(b). Such Purchaser shall be entitled to assume the investigation of any liability or claim and the defense of any suit brought to enforce any such liability or claim, if such liability or claim is based solely upon such alleged misstatement or omiss ion on the part of such Purchaser, and the Company or any person against whom such action is brought shall be entitled to participate in such investigation and defense. If such Purchaser shall be entitled to assume (pursuant to the previous sentence) and does assume the investigation and defense, such investigation and defense shall be conducted by counsel of good standing chosen by such Purchaser and satisfactory to the Company or such person, and in such case the Company or such person shall bear the expenses of its investigation and the fees and expenses of any additional counsel retained by it except (i) those incurred after notifying such Purchaser of such claim and prior to being advised by such Purchaser of its intention to assume such investigation or defense or (ii) if such Purchaser shall not have employed counsel reasonably satisfactory to the Company within a reasonable time after notice of the institution of such claim or liability or suit. If such Purchaser shall be entitled to assume but does not assume the investigation of any such claim or the defense of any such suit, or if such Purchaser shall agree in writing to pay such fees and expenses or if the Company or such person shall reasonably conclude that there may be defenses

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available to it or them which are different from or in addition to those available to such Purchaser, such Purchaser will reimburse the Company or such person for the reasonable fees and expenses of any counsel retained by it; provided, however, that in such event, such Purchaser shall be entitled, at its own expense, to participate in the investigation or defense.

The indemnity agreement on the part of such Purchaser contained in this Section 10(b) and the warranties and representations of such Purchaser contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or such person, and shall survive any termination of this Agreement or the issuance and delivery of the New Securities.

Each Purchaser agrees promptly to notify the Company and each other Purchaser of the commencement of any litigation or proceedings against such Purchaser in connection with the issuance and sale of the New Securities, or such Registration Statement or Prospectus.

10. Contribution by the Company and the Purchasers.
1. If the indemnification provided for in Section 9 or Section 10 is unavailable to an indemnified party under such Sections in respect of any losses, expenses, liabilities or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchaser on the other hand from the offering of the New Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Purchasers on the other in connection with the statements or omissions which resulted in such losses, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and commissions received by the Purchasers, in each case as set forth in the table on the cover page of the Prospectus or Prospectus Supplement with respect to the New Securities if the same be so set forth. The relative fault of the Company on the one hand and of the Purchasers on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact

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relates to information supplied by the Company or by the Purchasers through you and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action.

2. The Company and the Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 11 were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 11, no Purchaser shall be required to contribute any amount in excess of the amount of the discount or commission applicable to the New Securities purchased by such Purchaser hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Purchasers' obligations to contribute pursuant to this Section 11 are several in proportion to their respective underwriting commitments and not joint.
3. The contribution agreement contained in this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser, or any person who controls any Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf of the Company, its directors and officers or any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the New Securities.

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11. Notices. All notices hereunder shall, unless otherwise expressly permitted, be in writing and be delivered at or mailed to the following address, or be sent by telegram to the following address: if to the Purchasers or you, to you at your address as it appears in Schedule A to the Purchase Agreement and if to the Company, to the Company at 800 Cabin Hill Drive, Greensburg, Pennsylvania 15601.
12. Parties in Interest. The Agreement herein set forth has been and is made solely for the benefit of the Purchasers and the Company, and the directors, officers and controlling persons referred to in Sections 9, 10 and 11 hereof, and their respective successors, assigns, executors and administrators and no other person shall acquire or have any right under or by virtue of this Agreement.

The section headings in this Agreement have been inserted as a matter of convenience of reference and are not part of this Agreement. The terms "Purchasers", "persons", "firms" and "corporations" as used herein shall include the singular of such terms as well as the plural. The term "successor" to any Purchaser shall not include any subsequent holder of the New Securities merely by reason of such holding.

13. Construction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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SCHEDULE I

DEFINITIONS

"Company" means West Penn Power Company, a Pennsylvania corporation.

"Indenture" means the Indenture, dated as of May 15, 1995, between the Company and The Bank of New York, as Trustee, as supplemented and as may be supplemented from time to time (including a supplemental indenture pertaining to the particular series of Securities involved in the offering, which may specify a different trustee in respect of such series).

"Purchasers' Counsel" means Simpson Thacher & Bartlett with offices at 425 Lexington Avenue, New York, New York 10017.

"State Commission" means the Pennsylvania Public Utility Commission.

"Local Counsel" means Robert R. Winter, Esq.

SCHEDULE II

PURCHASE AGREEMENT
DEBT SECURITIES

Interest Rate:   6.625%                                                Price: 98.963%

                                                                                  Date:   April 17, 2002

To:  West Penn Power Company
      800 Cabin Hill Drive
      Greensburg, Pennsylvania 15601

Ladies and Gentlemen:

Referring to the Debt Securities of West Penn Power Company (the "Company") covered by the Registration Statements No. 33-59133 and No. 333-34511, on the basis of the representations, warranties and agreements contained in the Standard Purchase Agreement Provisions-Debt Securities, (referred to below) and this Agreement, but subject to the terms and conditions herein set forth, the Purchasers named in Schedule A hereto ("Purchasers") agree to purchase, severally and not jointly, and the Company agrees to sell to the Purchasers, severally and not jointly, $80,000,000 aggregate principal amount of 6.625% Notes due April 15, 2012 (the "New Securities") at the purchase price set forth above and in the respective principal amounts set forth opposite the names of the Purchasers on Schedule A hereto.

The interest rate of the New Securities and the price at which the New Securities shall be purchased from the Company shall be those shown above. The New Securities will be offered initially as set forth in the Prospectus Supplement relating to such New Securities.

The New Securities will have the terms set forth in the Company's Prospectus dated September 9, 1997, as supplemented by the Prospectus Supplement dated April 17, 2002.

All of the provisions contained in the document entitled "Standard Purchase Agreement Provisions-Debt Securities", a copy of which will be filed on a Form 8-K on or promptly after the time of purchase and has been previously furnished to us, are hereby incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein.

The "time of purchase" (as defined in Section 3 of the aforementioned Standard Purchase Agreement Provisions) shall be April 22, 2002.

This Agreement may be executed in one or more counterparts and it is not necessary that the signatures of all parties appear on the same counterpart, but such counterparts together shall constitute but one and the same agreement.

We represent that we are authorized to act for the several Purchasers named in Schedule A hereto in connection with this financing and any action under this Agreement by any of us will be binding upon all the Purchasers. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in accordance with its terms.

                                                          Very truly yours,

                                                          BANC ONE CAPITAL MARKETS, INC.
                                                          MELLON FINANCIAL MARKETS, LLC


                                                          BANC ONE CAPITAL MARKETS, INC.
                                                          As Representative of the Purchasers

                                                          By  /s/ Robert Nordlinger                        

The foregoing Purchase Agreement is hereby
confirmed as of the date first above written

WEST PENN POWER COMPANY


By  /s/ Bruce E. Walenczyk                            

SCHEDULE A

                                                                                Principal
Name of Purchasers                                            Amount of Bonds

Banc One Capital Markets, Inc.                                   $  64,000,000
Mellon Financial Markets, LLC                                       16,000,000
   Total:                                                                       $   80,000,000

Address of Purchasers

Banc One Capital Markets, Inc.
Mellon Financial Markets, LLC
c/o Banc One Capital Markets, Inc.
1 Bank One Plaza
Suite IL1-0595
Chicago, Illinois 60670

EX-4

EX. 4(b)

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

WEST PENN POWER COMPANY

6.625% NOTES DUE APRIL 15, 2012

No. 1                                                                                            $80,000,000

CUSIP No. 955278BF2

WEST PENN POWER COMPANY, a corporation duly organized and existing under the laws of Pennsylvania (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of EIGHTY MILLION Dollars on the 15th of April, 2012 and to pay interest thereon from the 22nd day of April, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing October 15, 2002, at the rate of 6.625% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

                                                             WEST PENN POWER COMPANY

                                                             By /s/ Bruce E. Walenczyk              

Attest:

/s/ Keith L. Warchol

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

                                                      BANK ONE TRUST COMPANY, N.A.,
                                                                                             As Trustee

                                                      By  /s/ Michael Pinzon                             
                                                                                 Authorized Signatory

[Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 15, 1995, between the Company and The Bank of New York, as Trustee, as supplemented by the First Supplemental Indenture, dated as of April 22, 2002, among the Company, The Bank of New York, as Trustee, and Bank One Trust Company, N.A., as Series Trustee (as so supplemented, the "Indenture"), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Series Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $ 80,000,000. The Company may, without the consent of the Holders of the Securities, create and issue additional 6.625% Notes due April 15, 2012 ranking equally with the Securities and otherwise similar in all respects and such further Securities may be consolidated and form a single series with the Securities.

The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole or in part, at the election of the Company, at a Redemption Price equal to the greater of (a) 100% of the principal amount of the Securities to be redeemed, plus accrued interest to the redemption date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate plus 20 basis points, plus accrued interest to the redemption date.

The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.

"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Securities that would be used, at the time of the selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities.

"Comparable Treasury Price" means, with respect to any redemption date: (a) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (b) if the Series Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

"Quotation Agent" means the Reference Treasury Dealer appointed by the Company.

"Reference Treasury Dealer" means (a) each of Banc One Capital Markets, Inc., Mellon Financial Markets, LLC, and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), in

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which case the Company shall substitute another Primary Treasury Dealer; and (b) any other Primary Treasury Dealer selected by the Company.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Series Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Series Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date.

The Securities do not have the benefit of any sinking fund obligations.

The Securities are not subject to the provisions of Article Fourteen of the Indenture.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exc hange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Series Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Series Trustee to institute proceedings in respect of such Event of Default as Series Trustee and offered the Series Trustee reasonable indemnity, and the Series Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

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No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $ 1,000.00 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Interest on the Security shall be computed on the basis of a 360-day year of twelve 30-day months.

Prior to due presentment of this Security for registration of transfer, the Company, the Series Trustee and any agent of the Company or the Series Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Series Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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EX-4

EX. 4(a)

WEST PENN POWER COMPANY,



THE BANK OF NEW YORK


and



BANK ONE TRUST COMPANY, N.A.



First Supplemental Indenture


Dated as of April 22, 2002





Supplement to Indenture of West Penn Power Company
dated as of May 15, 1995

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 22, 2002 (the "First Supplemental Indenture") to an Indenture, dated as of May 15, 1995, among West Penn Power Company (the "Company"), a Pennsylvania corporation, The Bank of New York (the "Original Trustee"), a New York banking corporation, and Bank One Trust Company, N.A. (the "Series Trustee"), a national banking association.

RECITALS

WHEREAS, the Company and the Original Trustee entered into an Indenture (the "Indenture"), dated as of May 15, 1995; and

WHEREAS, Section 901 of the Indenture provides that the Indenture may be amended without the consent of any Holder (i) to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; and

WHEREAS, the Company has requested that the Original Trustee enter into this First Supplemental Indenture for the purpose of appointing the Series Trustee with all the rights, powers, trusts and duties of the Original Trustee with respect to, and only with respect to, the Company's 6.625% Notes due April 15, 2012 (the "Series 2002-A Securities") and for the purpose of amending the Indenture pursuant to Section 901 thereof to permit such appointment; and

WHEREAS, the Company has determined that the amendments set forth in Article One hereof are authorized or permitted by Section 901 of the Indenture and has delivered to the Original Trustee and the Series Trustee an Opinion of Counsel to that effect and an Opinion of Counsel and an Officers' Certificate pursuant to Section 102 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Original Trustee's and the Series Trustee's execution and delivery of this First Supplemental Indenture have been complied with.

NOW, THEREFORE, the Company, the Original Trustee and the Series Trustee agree as follows:

AMENDMENT ONE

AMENDMENTS

Section 1.01.  Section 101 of the Indenture is amended by adding the following definition, which shall be inserted after the definition of "Senior Debt":

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     "Series Trustee" shall have the meaning set forth in Section 301(21).

and by amending the definition of "Trustee" by adding the words "or a Series Trustee" after the words "a successor Trustee" in the second line thereof.

     Section 1.02.  Section 101 of the Indenture is amended by adding the following definition, which shall be inserted after the definition of "Original Issue Discount Security":

     "Original Trustee" means The Bank of New York or any successor pursuant to Section 611 or 612.

     Section 1.03.  Section 301 of the Indenture is amended by deleting "and" after subparagraph (20) and by adding the following subparagraph after subparagraph (20):

          (21) any Trustee for the Securities of the series (a "Series Trustee"), if other than the entity originally acting as Trustee or any successor thereto, provided that such Series Trustee shall have entered into an indenture supplemental hereto as provided for in Section 615; and

and by renumbering subparagraph (21) as subparagraph (22).

     Section 1.04.  Section 901(7) of the Indenture is amended and restated to read as follows:

          (7) to evidence and provide for the acceptance of appointment hereunder by a Series Trustee or a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611 or 615, as applicable; or

     Section 1.05.  A new Section 615 shall be added to the Indenture after Section 614 thereof, which shall read as follows:

     Section 615. Appointment of Series Trustee.

          In the case of the appointment of a Series Trustee with respect to a series of Securities pursuant to Section 301(21), the Company, the Original Trustee and the Series Trustee shall execute and deliver an indenture supplemental hereto wherein the Series Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such Series Trustee all the rights, powers, trusts and duties of the Trustee with respect to the Securities of the series to which the appointment of such Series Trustee relates, (2) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the Trustee with

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respect to the Securities of the series as to which it is continuing to act shall continue to be vested in the Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust separate and apart from any trust or trusts hereunder administered by any such other Trustee; and upon the execution and delivery of such supplemental indenture, the appointment of such Series Trustee shall become effective to the extent provided therein and such Series Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the Trustee with respect to the Securities of the series to which the appointment of such Series Trustee relates.

          Upon request of any such Series Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such Series Trustee all such rights, powers and trusts referred to in the preceding paragraph.

          No Series Trustee shall accept its appointment unless at the time of such acceptance such Series Trustee shall be qualified and eligible under this Article.

     Section 1.06.  Effective as of the date on which all of the Company's 8% Quarterly Income Debt Securities (QUIDS) (Junior Subordinated Deferrable Interest Debentures Series A) due June 30, 2025; 5.66% Notes due September 23, 2002; 5.56% Notes due September 23, 2002 and 6.375% Notes due June 1, 2004 are no longer outstanding, Section 112 of the Indenture shall be amended and restated to read as follows:

     Section. 112. Governing Law

          This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

     Section 1.07.  Section 1406 shall be amended by deleting the term "Principal Office" and replacing it with the term "Corporate Trust Office."

ARTICLE TWO

APPOINTMENT OF AND ACCEPTANCE BY SERIES TRUSTEE

     Section 2.01.  Pursuant to Section 301(21) of the Indenture, as amended hereby, the Company hereby appoints the Series Trustee as Trustee under the Indenture with respect to, and only with respect to, the Series 2002-A Securities. Pursuant to Section 615 of the Indenture, as amended hereby, the Company vests all the rights, powers, trusts and duties of

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the Trustee under the Indenture to the Series Trustee with respect to the Series 2002-A Securities, and there shall continue to be vested in the Original Trustee all of its rights, powers, trusts and duties as Trustee under the Indenture with respect to all of the series of Securities to which it has served and continues to serve as Trustee under the Indenture.

     Section 2.02.  The Series Trustee hereby represents that it is qualified and eligible under the provisions of Section 609 of the Indenture and the provisions of the Trust Indenture Act of 1939, as amended, to accept its appointment as Trustee with respect to the Series 2002-A Securities under the Indenture and hereby accepts the appointment as such Trustee. The parties hereto agree that the Series Trustee's execution and delivery of this First Supplemental Indenture to the other parties hereto constitutes an instrument accepting such appointment within the meaning of Section 615 of the Indenture, as amended hereby.

     Section 2.03.  With respect to the Series 2002-A Securities only, the following terms shall be defined as follows:

          "Corporate Trust Office" means the principal office of the Series Trustee in New York, New York at which at any particular time this Indenture shall be administered, which currently is 153 West 51st Street, New York, New York 10019.

          "Responsible Officer," when used with respect to the Series Trustee, means any officer assigned to administer corporate trust matters and also means, with respect to any particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

     Section 3.01.  This First Supplemental Indenture will become effective upon its execution and delivery.

     Section 3.02.  The First Supplemental Indenture is an indenture supplemental to the Indenture. The Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed. The Indenture, as so supplemented and amended, is to be read and construed as a single instrument.

     Section 3.03.  All of the covenants, promises, stipulations and agreements of the Company contained in the Indenture, as supplemented and amended by this First Supplemental Indenture, will bind the Company and its successors and assigns and will inure to the benefit of the Trustee and the Series Trustee and their respective successors and assigns.

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     Section 3.04.  The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions, which the Trustee or the Series Trustee or their respective counsel may from time to time request in order to assure the Trustee or the Series Trustee of the benefits of the rights granted to the Trustee or the Series Trustee under the Indenture, as supplemented and amended by this First Supplemental Indenture.

     Section 3.05.  This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

     Section 3.06.  This First Supplemental Indenture may be executed in any number of counterparts, each of which counterparts will for all purposes be deemed to be an original, but all of which counterparts together will constitute one and the same instrument.

     Section 3.07.  The recitals in this First Supplemental Indenture are made by the Company and not by the Original Trustee, or, except with respect to Section 2.02 hereof, the Series Trustee, and neither the Original Trustee nor, except with respect to Section 2.02 hereof, the Series Trustee shall be responsible for the validity or sufficiency hereof with respect to the other parties hereto.

     Section 3.08.  Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Indenture.

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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

	WEST PENN POWER COMPANY By:  /s/ Bruce E. Walenczyk              Name:  Bruce E. Walenczyk       Title:  Vice President
Attest:   [SEAL] /s/ Marleen L. Brooks
	THE BANK OF NEW YORK By:   /s/ Geovanni Barris                  Name:  Geovanni Barris        Title:  Vice President
Attest:   [SEAL] /s/ Marie E. Trimboli
	BANK ONE TRUST COMPANY, N.A. By:  /s/ Michael Pinzon                   Name:  Michael Pinzon       Title:  Authorized Officer
Attest:  [SEAL] /s/ Mary R. Fonti

STATE OF MARYLAND

COUNTY OF WASHINGTON )
)  ss.:
)

          On the 22 day of April, 2002, before me personally came Bruce E. Walenczyk, to me known, who, being by me duly sworn, did depose and say that he is Vice President of WEST PENN POWER COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

/s/  Tracy L. Buzzerd               
TRACY L. BUZZERD
NOTARY PUBLIC STATE OF
MARYLAND
My Commission Expires
October 28, 2003

STATE OF NEW YORK

COUNTY OF NEW YORK )
)  ss.:
)

          On the 22 day of April, 2002, before me personally came Geovanni Barris, to me known, who, being by me duly sworn, did depose and say that he is Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

/s/  William J. Cassels             
WILLIAM J. CASSELS
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 16, 2002

STATE OF NEW YORK

COUNTY OF NEW YORK )
)  ss.:
)

          On the 22 day of April, 2002, before me personally came Michael Pinzon, to me known, who, being by me duly sworn, did depose and say that he is Trust Officer of BANK ONE TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority

/s/  Stanley J. Santos               
STANLEY J. SANTOS
Notary Public, State of New York
No. 01SA6053791
Certificate Filed in New York County
Commission Expires Jan. 16, 2003