Re: 1935 Act Approval

Genco is a subsidiary of A, a registered holding company under the 1935 Act.

Under Section 6 of the 1935 Act, companies in a registered system (that is,
Genco and A) require SEC approval to issue and sell securities.

A has an existing basket of authority, up to approximately $440 million,
under can issue and sell securities and/or provide credit support to finance
the acquistion and operations of EWGs such as the Peakers.

If A wishes to increase that authority, the SEC will require letters from
each of A's retail regulators (Pennsylvania, Maryland, West Virginia,
Virginia and Ohio). The question is not whether A can obtain those letters;
rather, the issue is one of timing, in particular, the potential delay
associated with the state processes.

In contrast, no state letters are required for Genco to increase its
financing authority. Further, the application and review process should be
very straightforward given the financial strength of Genco and the A system
generally.

A final concern is the potential for delay associated with any regulatory
process. This concern can be best addressed by establishing a deadline for
fiiling a "complete" application, ensuring that we have the opportunity to
review and comment on any submissions and, off the record, by our discussions
with the SEC staff.

Hope this is helpful.

Best

Joanne