THIS AGREEMENT dated            between the following named corporations:

Each party to this agreement is an investor-owned utility which furnishes service to its customers in a defined area and must exercise reasonable diligence to restore service after interruptions; and any party hereto may, in time of an emergency, request any or all of the other parties to furnish men and equipment to assist in such restoration; and it is desirable that there be an understanding between the parties with respect to the rights and obligations which should be incurred in response to such requests and with respect to control of the work of personnel involved in such response. This agreement should not impose any obligation upon any party hereto to furnish or continue with cooperation, aid or assistance to any other party hereto, but is intended only to define the terms and conditions under which such aid, if volunteered, should be rendered and received.

NOW, THEREFORE it is agreed that,

1. Cooperation, aid and assistance of one party hereto to another should be entirely voluntary and, when given in response to a request from any party hereto for help to restore service following major outages or disruption of utility service, should be rendered in accordance with the following terms and conditions.

2. The company requesting aid should be known as the "Requesting Company" and the company furnishing aid should be known as the "Responding Company".

3. (a) The furnishing of air hereunder should be deemed to have commenced when the transportation of Responding Company personnel and equipment from their working base or home (for personnel called out at other than regular working hours) begins and should be deemed to have terminated when the transportation of such personnel and equipment back to their working base or home (for personnel returning at other than regular working hours) is completed.

   (b) The Responding Company should make all arrangements for the transportation of loaned personnel and equipment to and from the Requesting Company's service area.

4. Employees of Responding Company should at all times continue to be employees of Responding Company and should at no time and for no purpose be deemed to be employees of Requesting Company.

5. Wages, hours and other terms and conditions f employment applicable to loaned personnel, including work procedures and/or safety rules, should be those of the Responding Company.

6. Loaned personnel should at all times remain the employees of the Responding Company and should at all times be under the supervision and control of said Responding Company.

7. All loaned personnel should be equipped by the Responding company with such normal working and protective equipment of the Responding Company as should be compatible with the circumstances under which said personnel should be loaned.

8. (a) Responding Company should furnish the requested personnel and equipment to the extent that the Responding Company may determine to do so in its sole judgment and discretion.

   (b) Responding Company should have the right, at any time and in its sole judgment and discretion, to withdraw any or all personnel and equipment furnished to Requesting Company and return such personnel and equipment to its working base.

9. Requesting Company should reimbursement Responding Company for all cost and expenses incurred by Responding Company in giving emergency aid. Such costs and expenses should be billed in accordance with Responding Company's standard rates and accounting practices and should include, with out limitation, the following:
   1. Salaries and wages (normal and overtime) paid to loaned personnel (including supervisors) for paid time spent in Requesting Company's service area and paid time during travel to and from such service area to the working base or home of Responding Company's personnel.

   2. Percentages of such salaries and wages to cover:
      1. Payroll Taxes
      2. Employees' benefits which include Workmen's Compensation Insurance, medical and pension plans and all other regular benefits generally accorded to Responding Company's employees; and
      3. All paid absences, which include vacations, holidays, such time and supplemental disability, if any

   3. Materials, supplies, tools and equipment not returned to Responding Company's working base, plus percentages of such costs to cover Responding Company's supply and tool expense; charges for use of automotive and similar type equipment furnished by Responding Company, including amounts to cover maintenance and repairs and an allowance for equipment destroyed or damaged beyond repair equal to the actual cash value of said destroyed equipment.

   4. Transportation of loaned personnel materials, supplies, tools and equipment to and from Requesting Company's service area and the working base of Responding Company or home of loaned personnel called out or returning at other than regular working hours.

   5. Payments for living expenses, including meals and lodging and personal expenses, such as laundry, communication services, etc., if loaned personnel.

   6. Such premiums for insurance as may be placed by the Responding Company to provide additional coverage to its loaned personnel; that is, coverage in addition to any applicable Workmen's Compensation coverage. This provision should in no way be construed as placing upon either party an obligation to supply such coverage. However, if Responding Company places such coverage, Requesting Company should pay such premiums as applicable to cover loaned personnel on an all-risk, 24-hour basis up to a maximum limit of $100,000 per man during all time spent by said personnel in the Requesting Company's service area plus round-trip travel time to such area from the working base or home of the Responding Company's personnel.

   7. Administrative overhead and general costs applicable to the total costs and expenses incurred by Responding company.

10. In addition, Requesting Company should indemnify and hold harmless Responding Company, its officers, agents and employees, including the loaned employees, against all loss, damage, cost, expenses and liability resulting from injury to or death of person or damage to, or destruction of property, including the loss of the use thereof, arising out of or in any manner connected with the giving of aid by Responding company, irrespective of whether such loss, damage, cost, expense or liability results wholly or in part from the negligence or other fault of Responding Company or any of its officers, agents, employees, including loaned employees, contractors or persons employed by such contractors. The Requesting Company should, at its sole cost and expense, on the Responding Company's written request, defend any suit to final judgment asserting a claim covered by this indemnity.

11. If the Responding Company is insured or self-insured, it should be reimbursed by the Requesting Company for any costs or losses which it shall sustain under said insured or self-insured program as the result of furnishing assistance to said Requesting Company, provided that it should be the obligation of the Responding Company to minimize said costs or losses by utilizing the maximum available limitation applicable to such losses.

12. All time sheets and work records pertaining to loaned personnel and equipment should be kept by the Responding company.

13. The Responding Company should furnish Requesting Company with a detailed statement in quadruplicate for all costs and expenses paid or incurred by Responding Company in connection with the furnishing of emergency aid to Requesting Company, which statement should be paid by Requesting Company within thirty (30) days after receipt.

14. Every company which is a party hereto should furnish to the chief executive officer of each other contracting party written designation of the person to whom requests for assistance should be directed, and should maintain such designation on an up-to-date basis.

15. Requesting parties should not seek the aid of other parties hereto in connection with restoration of a type of utility service not rendered by the proposed responding party.

16. This agreement should become effective when it has been executed by each of the parties hereto and should remain in effect as to any party until such party has withdrawn from the agreement as provided below.

17. Any party may withdraw from this agreement upon at least ten (10) days prior written notice to all of the other parties. Such notice should not affect any obligations which may have been incurred prior to its effective date or which may arise out of events occurring prior to that date. No party may withdraw from this agreement while it is using loaned personnel or equipment hereunder.

By ______________________________ (Title)	By ______________________________ (Title)
By ______________________________ (Title)	By ______________________________ (Title)