FORM U-7D

CERTIFICATE PURSUANT TO RULE 7(d)

PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

Initial Filing

The undersigned certify that this certificate accurately summarizes, as required in the instructions hereto, the information requested as to the lease identified herein and the transactions for the financing thereof.

Preliminary Note

This filing relates to the lease and leaseback of an Undivided Interest in certain assets in Merom Generating Station Unit 2 and certain Common Facilities. Pursuant to a lease agreement (the “Head Lease”), Hoosier Energy Rural Electric Cooperative, Inc. (“Hoosier”) granted a leasehold interest in the Undivided Interest to Merom Generation II, LLC, (the “Head Lessee”) acting through State Street Bank and Trust Company as directed manager under a LLC operating agreement (the “LLC Agreement”) for the benefit of the equity investor, BancBoston Leasing Investments Inc. Simultaneously with the execution of the Head Lease, the Head Lessee leased its Undivided Interest to Hoosier for approximately 28 years.

1.	Lessee public-utility company:	Hoosier Energy Rural Electric Cooperative, Inc.
	Address:	P.O. Box 908 Bloomington, Indiana 47402-0908
2.	Date:	December 19, 2002
2a.	Expected date facility will be placed in service:	December 19, 2002
3.	Regulatory authority which has acted on transaction:
	Name: Not Applicable	Date of order: Not Applicable
4.	Initial term of lease:	approximately 28 years (from December 19, 2002 until January 2, 2030)
4a.	Renewal options:	none
5.	Brief description of facility:	Certain interests in Merom Generating Station Unit 2 and certain Common

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		Facilities: Merom Generating Station Unit 2 is a 530 MW (gross) coal fired electric generating unit located near Sullivan, Indiana
6.	Manufacturer or supplier:	Not applicable.
7.	Cost of facility $	$400,000,000.00.
8.	Basic rent. Initial term:	$122,285,805.85
8a.	Periodic installment.
	Amount:	$2,254.99 on March 19, 2003 and then the amounts referred to in Schedule A attached hereto for each Rent Payment Date thereafter
	Period:	One payment on March 19, 2003 and then annually beginning on December 30, 2003 until December 30, 2011, and thereafter annually from January 2, 2012 until January 2, 2030
9.	Holder of legal title to facility:	Hoosier Energy Rural Electric Cooperative, Inc.
	Holder of the long-term leasehold interest in the
	Undivided Interest under the Head Lease:	Merom Generation II, LLC, a Connecticut Limited Liability Company, acting through State Street Bank and Trust Company, not in its individual capacity but solely as directed manager
	Address:	Goodwin Square 225 Asylum Street Hartford, Connecticut 06103
		Attention: Corporate Trust Department
10.	Holder of beneficial interest:	Merom Generation II, LLC, a Connecticut Limited Liability Company, acting through State Street Bank and Trust Company, not in its individual capacity but solely as directed manager, for the beneficial interest of BancBoston

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		Leasing Investments Inc.
	Name and address	Amount invested	Percent of equity
	Merom Generation II, LLC c/o State Street Bank and Trust Company of Connecticut, National Association Goodwin Square, 225 Asylum Street Hartford, Connecticut 06103	Approximately $24,388,485.23	25%
	Attention: Corporate Trust Department
11.	If part or all of the financing is supplied by loan on which only principal and interest is payable, state:
	Debt Financing:
	Amount borrowed:	Series A Loan: $71,655,426.40         Series B Loan: $7,961,714.04
	Interest rate:	Series A Note: 6.017912%
		Series B Note: 6.131204%
	Number of lenders:	2
	Terms of repayment.	Series A Note:  Due January 2, 2030
		Series B Note:  Due January 2, 2030
	Date executed:	December 19, 2002

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SIGNATURE OF HOLDER OF BENEFICIAL INTEREST	Merom Generation II, LLC, a Connecticut Limited Liability Company, by State Street Bank and Trust Company, not in its individual capacity but solely as Owner Lessor Directed Manager (M2)
	By:	/s/    Philip G. Kane, Jr.
	Name:	Philip G. Kane, Jr.
	Title:	Vice President

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SIGNATURE OF BANCBOSTON LEASING INVESTMENTS INC.	BancBoston Leasing Investments Inc.
	By:	/S/    STEVEN S. CRISCIONE
	Name:	Steven S. Criscione
	Title:	Vice President

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SCHEDULE A

MEROM GENERATION II, LLC

Basic Rent and Equity Portion of Basic Rent

(Expressed in U.S.$)

Rent Payment Date	Basic Rent	Section 467 Repayment Amount	Basic Rent Net of Section 467 Repayment Amount	Equity Portion of Basic Rent
Dec  19 2002	0.00	0.00	0.00	0.00
Mar  19 2003	2,254.99	0.00	2,254.99	0.00
Dec  30 2003	7,146.51	0.00	7,146.51	0.00
Dec  30 2004	3,209,113.23	0.00	3,209,113.23	0.00
Dec  30 2005	4,108,742.21	0.00	4,108,742.21	0.00
Dec  30 2006	4,108,742.21	0.00	4,108,742.21	0.00
Dec  30 2007	4,108,742.21	0.00	4,108,742.21	0.00
Dec  30 2008	83,616,214.56	3,863,917.35	79,752,297.21	219,859.34
Dec  30 2009	13,463,692.75	4,370,955.67	9,092,737.08	0.00
Dec  30 2010	4,385,982.07	4,385,982.07	0.00	0.00
Dec  30 2011	4,401,869.57	4,401,869.57	0.00	0.00
Jan     2 2012	424,921.45	424,921.45	0.00	0.00
Jan     2 2013	0.00	0.00	0.00	0.00
Jan     2 2014	0.00	0.00	0.00	0.00
Jan     2 2015	0.00	0.00	0.00	0.00
Jan     2 2016	0.00	0.00	0.00	0.00
Jan     2 2017	0.00	0.00	0.00	0.00
Jan     2 2018	0.00	0.00	0.00	0.00
Jan     2 2019	219,859.34	0.00	219,859.34	219,859.34
Jan     2 2020	0.00	0.00	0.00	0.00
Jan     2 2021	0.00	0.00	0.00	0.00
Jan     2 2022	0.00	0.00	0.00	0.00
Jan     2 2023	0.00	0.00	0.00	0.00
Jan     2 2024	219,859.34	0.00	219,859.34	219,859.34
Jan     2 2025	0.00	0.00	0.00	0.00
Jan     2 2026	0.00	0.00	0.00	0.00
Jan     2 2027	0.00	0.00	0.00	0.00
Jan     2 2028	8,665.41	0.00	8,665.41	0.00
Jan     2 2029	0.00	0.00	0.00	0.00
Jan     2 2030	0.00	0.00	0.00	0.00