American Municipal Power – Ohio, Inc. AMERICAN MUNICIPAL POWER – OHIO, INC. (AMP-Ohio)

American Municipal Power – Ohio, Inc. What is AMP-Ohio? A private, not-for-profit, membership corporation organized in Ohio in 1971 Exempt from federal income tax under IRC Section 50(c)(12) and Section 115 Managers power supply arrangements for 119 Public Power Systems in Ohio, Michigan, Pennsylvania, West Virginia, and Virginia 2

American Municipal Power – Ohio, Inc. Project based organization Largest Municipal energy operation in ECAR Peak load of approximately 3,500 MW 1,326 MW of generation; heavily dependent on purchased power Issues tax-exempt debt based on IRS Private Letter Rulings AMP-Ohio is not a joint action agency 3

American Municipal Power – Ohio, Inc. AMP-Ohio Members 4

American Municipal Power – Ohio, Inc. Transmission Dependent Utility Member of both MISO and PJM About half of AMP-Ohio Members are in MISO and half in PJM 5

American Municipal Power – Ohio, Inc. Member Energy Requirements Increase in Membership and subsequent increase in load = increase in power supply requirements Wholesale power market is volatile Members are asking for stability and price certainty 6

American Municipal Power – Ohio, Inc. AMP-Ohio Plan to Meet Future Energy Requirements Build base load assets New 1,000 MW coal-fired plant COD 2012 Re-power Gorsuch Station to clean coal technology Additional hydro projects in the Ohio River ( MW) Additional wind turbines in Ohio and Pennsylvania Buy existing generating assets New Power Supply Contracts For power supply requirements until generation projects in-service For load growth beyond

American Municipal Power – Ohio, Inc. AMP-Ohio Decision to Trade with Higher Rated Counterparties Most longer term transactions are now with commodity providers (usually investment banking firm) rated in A or AA category as opposed to investor-owned utilities usually rated in BBB range Power purchase contracts supported by $250 million bank line facility to cover contingent credit assurances Most EEI agreements between AMP-Ohio and investment banking firms supplying power have a margin of permitted exposure before collateral thresholds are triggered for either party 8

American Municipal Power – Ohio, Inc. AMP-Ohio’s Criteria for a Prepayment of Energy Contracts AMP-Ohio has been interested in this option since tax law was changed to permit prepayment for energy Savings. Prepayments offer the potential to generate savings through tax-exempt debt service costs that are lower than the physical delivery price of the power, including the present value discount factor Free-up credit. No bank line support needed. Prepayment contract replaces EEI. With prepayment would have no obligation to post collateral. Goldman performance guarantee 9

American Municipal Power – Ohio, Inc. Long-Term Power Supply Arrangement After solicitation of several commodity providers in 2005 AMP-Ohio entered into 7 year, 225 MW fixed price 24 x 7 contract with J Aron, subsidiary of Goldman Sachs Delivery effective EEI negotiated contract with collateral threshold for each party Goldman Sachs parental guarantee (Aa3 Moody’s/A+ S&P/AA- Fitch) Intent was to enter into tax-exempt prepay transaction 10

American Municipal Power – Ohio, Inc. Roadblocks To Prepayment Time consuming process Each investment banking firm proposed a different prepayment structure – too much to consider Conservative approach by AMP-Ohio and tax counsel - do nothing to jeopardize a future project financing Be prepared to spend money for legal fees to research proposed structures. Continuing to explore economic options to guarantee performance of Goldman Sachs 11

American Municipal Power – Ohio, Inc. AMP-Ohio Tax Counsel is Sidley Austin in New York 12

American Municipal Power – Ohio, Inc. Prepayment Structure A SPE formed Proceeds from prepayment tax-exempt bonds are held by SPE and invested in GIC GIC pays J Aron as power is delivered GIC proceeds could be returned to AMP-Ohio in event of default Tax Counsel Advice: High Risk IRS might say proceeds were not spent for intended purpose 13

American Municipal Power – Ohio, Inc. Prepayment Structure B Private placement tax-exempt bonds No recourse to AMP-Ohio if J Aron defaults Tax Counsel Advice: High Risk IRS might say that private bonds are taxable 14

American Municipal Power – Ohio, Inc. Prepayment Structure C AMP-Ohio obtains bank letter of credit to guarantee Goldman performance Problem: Goldman reluctant to enter into reimbursement agreement with banks 15

American Municipal Power – Ohio, Inc. Prepayment Structure D Similar to recent gas prepay structure AMP-Ohio issues tax-exempt bonds to fund prepay Take-and-pay contracts with members source of payment as J Aron makes commodity deliveries Bondholder recourse to Goldman if J Aron defaults Bonds would carry AA3/A+/AA– Goldman credit ratings Problem: AMP-Ohio still obligated for MTM and credit posting 16

American Municipal Power – Ohio, Inc. Prepayment Structure E AMP-Ohio buy Credit Default Swap to guarantee Goldman performance Otherwise a straight forward tax-exempt bond issue Problem: Cost of CDS might make transaction uneconomical 17

American Municipal Power – Ohio, Inc. Prepayment Structure F AMP-Ohio issues traditional fixed rate tax-exempt bonds to fund prepayment No Goldman performance assurance Problem: AMP-Ohio members might not enter into prepayment without Goldman performance guarantee 18

American Municipal Power – Ohio, Inc. Conclusion Prepayment structure might not happen CDS might not be economical Members might not enter into prepay without performance assurance 19

American Municipal Power – Ohio, Inc. Robert W. Trippe Chief, Financial Officer 20