NOTICE TO THE PUBLIC OF A JOINT PETITION BY

NOTICE TO THE PUBLIC OF A JOINT PETITION BY

RAPPAHANNOCK ELECTRIC COOPERATIVE,

SHENANDOAH VALLEY ELECTRIC COOPERATIVE, AND

THE POTOMAC EDISON COMPANY D/B/A ALLEGHENY POWER,

FOR APPROVAL OF THE PURCHASE AND SALE

OF SERVICE TERRITORY AND FACILITIES,

FOR THE ISSUANCE OF, AND CANCELLATION OF, CERTIFICATES

OF PUBLIC CONVENIENCE AND NECESSITY,

AND FOR APPROVAL OF SPECIAL, TRANSITIONAL, RATE SCHEDULES

CASE NO. PUE-2009-00101

Pursuant to §§ 56-89 56-90. 56-265 2 and 56-265 3 of the Code of Virginia (“Code") and 5 VAC 5-20-80 of the Roles of Practice and Procedure of the State Corporation Commission (“Commission’), The Potomac Edison Company d,b»'a Allegheny Power Co to mac Edison*), Rappahannock Electric Cooperative (“Rappahannock"), and Sheoandoan Valley Eiectnc Coooerat ve (“Shenandoah Vaiiey") (coilectiveiy “Parties* or “Joint Petitioners") filed a joint petition with the Commission on September15. 2009. fof (i) approval of a transaction that would result in the sale of Potomac Edison’s e ectnc distnoution facilities used in connection with the retail distribution and sale of 9lectr c power (“distribution facilities") located in its Virginia service territory to Rappahannock and Shenandoah Valley; (it) the issuance of certifcates of public convenience and necessity to Rappahannock and Shenandoah Vaiiey for the acquisition of Potomac Ed son’s facilities and for the provision of electric service in Potomac Edison's current Virginia retail distribution, sennce temtory, (iii) the cancellation of Potomac Edison’s certificates of public convenience and necess ty to provfde electricity at retail in the Commonwealth, (iv) the issuance of a certificate of public convenience and necessity to Potomac Edison for the operation of transmission lines and facilities in the, count'es't currently provdes such services; and (v) the grant of any further approvals and relief as the Commission finds to be necessary (“Joint Petition")

The Parties have entered into two separate asset purchase agreements that would, if approved by the Commission, confer on Raopanannock and Shenandoah Valley the rights and obligations to provide retail electric utility service in all of Potomac Edison's current Virginia service territory, transfer Potomac Edison's Virginia distnbution facilities to Rappahannock and Shenandoah Valley, and release Potomac Edison from its nghts and obligations to provide retail utility service in the Commonwealth

Specifically. Rappahannock will purchase Potomac Edison's distribution facilities in Fauquier, Rappahannock, Culpeper, Orange. Madison, Greene. Albemarle, and parts of Clarke, Fredenck, Page, Shenandoah and Warren Counties (“new Rappahannock territory’], and will serve Potomac Edison's current customers in the new Rappahannock territory Shenandoah Valley will purchase Potomac Edison’s distribution facilities in Shenandoah, F*age, Highland, and parts of Fredenck. Clarke, and Warren Counties, as well as all of the City of Winchester (“new Shenandoah Valley territory’), and will serve Potomac Edison’s current customers in the new Shenandoah Valley territory Neither Rappahannock nor Shenandoah Valley proposes to acquire any of Potomac Edison's transmission facilities

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