[Federal Register Volume 68, Number 143 (Friday, July 25, 2003)]
[Notices]
[Pages 44111-44123]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-18931]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27699]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

July 21, 2003.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by August 15, 2003, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts or law that 
are disputed. A person who so requests will be notified of any hearing, 
if ordered, and will receive a copy of any notice or order issued in 
the matter. After August 15, 2003, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Progress Energy, Inc. (70-10132)

    Progress Energy, Inc. (``Progress Energy''), a registered holding 
company, 410 South Wilmington Street, Raleigh, North Carolina 27602, 
has filed an application under sections 9(a)(1), 10, and 12(f) of the 
Act and rule 54 under the Act.
    Progress Energy directly or indirectly owns all of the outstanding 
common stock of Carolina Power & Light Company, Florida Power 
Corporation, and North Carolina Natural Gas Corporation (collectively, 
the ``Utility Subsidiaries''). Together, the Utility Subsidiaries 
provide electric service and natural gas or gas transportation service 
to approximately 2.9 million wholesale and retail customers in parts of 
three states. The Utility Subsidiaries and non-regulated generating 
subsidiaries of Progress Energy own all or portions of thirty-six 
electric generating plants in

[[Page 44112]]

the United States having a combined generating capability of more than 
21,900 megawatts. Through direct and indirect subsidiaries, Progress 
Energy is also engaged in various nonutility businesses.
    Progress Energy requests authority to acquire, directly or 
indirectly through one or more subsidiaries, a membership interest in 
PowerTree Carbon Company, LLC (``PowerTree Carbon''). The initial 
capital contribution of Progress Energy would be $100,000. Progress 
Energy also requests authority to sell all or a portion of its 
membership interest in PowerTree Carbon at any time to any of its 
associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
Progress Energy in forestation projects in the Lower Mississippi River 
Valley and possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\1\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over the projects' 100-
year lifetimes. Other benefits will include: restoring habitat for 
birds and animals; reducing fertilizer inputs to waters; and 
stabilizing soils. Two of the projects will involve purchase and 
donation of land to the U.S. Fish & Wildlife Service, while other 
projects will involve obtaining easements for tree planting on private 
land. The contributions of the members to PowerTree Carbon will be 
utilized for land acquisition and to pay the cost of planting tree 
seedlings. It is estimated that these projects will provide carbon 
benefits of more than 400 and 450 tons of CO2 per acre by 
years 70 and 100, respectively, at a cost of less than two dollars per 
ton.
---------------------------------------------------------------------------

    \1\ Progress Energy is one of eleven registered holding 
companies that have committed, either directly or through 
subsidiaries, to make capital contributions to PowerTree Carbon. The 
others are: Ameren Corporation; American Electric Power Company, 
Inc.; Cinergy Corp.; Dominion Resources, Inc.; Entergy Corporation; 
Exelon Corporation; FirstEnergy Corp.; Great Plains Energy 
Incorporated; PEPCO Holdings, Inc.; and Xcel Energy, Inc. Other 
energy companies that have committed to make capital contributions 
are: CLECO Corporation; The Detroit Edison Company; Duke Energy 
Corporation; Minnesota Power (a division of ALLETE, Inc.); OGE 
Energy Corp.; Oglethorpe Power Corporation; Peabody Energy 
Corporation; Pinnacle West Capital Corporation; Public Service 
Electric and Gas Company; Public Service Company of New Mexico; 
Reliant Resources, Inc.; Tennessee Valley Authority; TXU Corp.; We 
Energies (the trade name of Wisconsin Electric Power Company and 
Wisconsin Gas Company); and Wisconsin Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: the sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

[[Page 44113]]

Ameren Corporation (70-10133)

    Ameren Corporation (``Ameren''), a registered holding company, 1901 
Chouteau Avenue, St. Louis, Missouri 63103, has filed an application 
under sections 9(a)(1), 10, and 12(f) of the Act and rule 54 under the 
Act.
    Ameren directly or indirectly owns all of the outstanding common 
stock of the following public-utility companies: Union Electric 
Company; Central Illinois Public Service Company; and Central Illinois 
Light Company (collectively, the ``Utility Subsidiaries''). Together, 
the Utility Subsidiaries provide electric service to approximately 1.7 
million wholesale and retail customers and approximately 500,000 retail 
natural gas customers in parts of Missouri and Illinois. The Utility 
Subsidiaries and non-regulated generating subsidiaries of Ameren own 
all or portions of electric generating plants in the United States 
having a combined generating capability of more than 14,500 megawatts. 
Through direct and indirect subsidiaries, Ameren is also engaged in 
various nonutility businesses.
    Ameren requests authority to acquire, directly or indirectly 
through one or more subsidiaries, a membership interest in PowerTree 
Carbon Company, LLC (``PowerTree Carbon''). The initial capital 
contribution of Ameren would be $100,000. Ameren also requests 
authority to sell all or a portion of its membership interest in 
PowerTree Carbon at any time to any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
Ameren in forestation projects in the Lower Mississippi River Valley 
and possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\2\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over the projects' 100-
year lifetimes. Other benefits will include: Restoring habitat for 
birds and animals; reducing fertilizer inputs to waters; and 
stabilizing soils. Two of the projects will involve purchase and 
donation of land to the U.S. Fish & Wildlife Service, while other 
projects will involve obtaining easements for tree planting on private 
land. The contributions of the members to PowerTree Carbon will be 
utilized for land acquisition and to pay the cost of planting tree 
seedlings. It is estimated that these projects will provide carbon 
benefits of more than 400 and 450 tons of CO2 per acre by 
years 70 and 100, respectively, at a cost of less than two dollars per 
ton.
---------------------------------------------------------------------------

    \2\ Ameren is one of eleven registered holding companies that 
have committed, either directly or through subsidiaries, to make 
capital contributions to PowerTree Carbon. The others are: American 
Electric Power Company, Inc.; Cinergy Corp.; Dominion Resources, 
Inc.; Entergy Corporation; Exelon Corporation; FirstEnergy Corp.; 
Great Plains Energy Incorporated; PEPCO Holdings, Inc.; Progress 
Energy, Inc.; and Xcel Energy, Inc. Other energy companies that have 
committed to make capital contributions are: CLECO Corporation; The 
Detroit Edison Company; Duke Energy Corporation; Minnesota Power (a 
division of ALLETE, Inc.); OGE Energy Corp.; Oglethorpe Power 
Corporation; Peabody Energy Corporation; Pinnacle West Capital 
Corporation; Public Service Electric and Gas Company; Public Service 
Company of New Mexico; Reliant Resources, Inc.; Tennessee Valley 
Authority; TXU Corp.; We Energies (the trade name of Wisconsin 
Electric Power Company and Wisconsin Gas Company); and Wisconsin 
Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: The sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon

[[Page 44114]]

would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

Cinergy Corp. (70-10134)

    Cinergy Corp. (``Cinergy''), a registered holding company, 139 East 
Fourth Street, Cincinnati, Ohio 45202, has filed an application under 
sections 9(a)(1), 10, and 12(f) of the Act and rule 54 under the Act.
    Cinergy directly or indirectly owns all of the outstanding common 
stock of the following public-utility companies: PSI Energy, Inc.; The 
Cincinnati Gas & Electric Company; The Union Light, Heat & Power 
Company; Lawrenceburg Gas Company; and Miami Power Corporation 
(collectively, the ``Utility Subsidiaries''). Together, the Utility 
Subsidiaries provide retail gas and electric and wholesale electric 
service to more than 1.5 million customers in parts of Indiana, Ohio, 
and Kentucky. The Utility Subsidiaries and non-regulated generating 
subsidiaries of Cinergy own all or portions of thirty-one electric 
generating plants in the United States having a combined generating 
capability of approximately 13,929 megawatts. Through direct and 
indirect subsidiaries, Cinergy is also engaged in various nonutility 
businesses.
    Cinergy requests authority to acquire, directly or indirectly 
through one or more subsidiaries, a membership interest in PowerTree 
Carbon Company, LLC (``PowerTree Carbon''). The initial capital 
contribution of Cinergy would be $100,000. Cinergy also requests 
authority to sell all or a portion of its membership interest in 
PowerTree Carbon at any time to any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
Cinergy in forestation projects in the Lower Mississippi River Valley 
and possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\3\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over the projects' 100-
year lifetimes. Other benefits will include: restoring habitat for 
birds and animals; reducing fertilizer inputs to waters; and 
stabilizing soils. Two of the projects will involve purchase and 
donation of land to the U.S. Fish & Wildlife Service, while other 
projects will involve obtaining easements for tree planting on private 
land. The contributions of the members to PowerTree Carbon will be 
utilized for land acquisition and to pay the cost of planting tree 
seedlings. It is estimated that these projects will provide carbon 
benefits of more than 400 and 450 tons of CO2 per acre by 
years 70 and 100, respectively, at a cost of less than two dollars per 
ton.
---------------------------------------------------------------------------

    \3\ Cinergy is one of eleven registered holding companies that 
have committed, either directly or through subsidiaries, to make 
capital contributions to PowerTree Carbon. The others are: Ameren 
Corporation; American Electric Power Company, Inc.; Progress Energy, 
Inc.; Dominion Resources, Inc.; Entergy Corporation; Exelon 
Corporation; FirstEnergy Corp.; Great Plains Energy Incorporated; 
PEPCO Holdings, Inc.; and Xcel Energy, Inc. Other energy companies 
that have committed to make capital contributions are: CLECO 
Corporation; The Detroit Edison Company; Duke Energy Corporation; 
Minnesota Power (a division of ALLETE, Inc.); OGE Energy Corp.; 
Oglethorpe Power Corporation; Peabody Energy Corporation; Pinnacle 
West Capital Corporation; Public Service Electric and Gas Company; 
Public Service Company of New Mexico; Reliant Resources, Inc.; 
Tennessee Valley Authority; TXU Corp.; We Energies (the trade name 
of Wisconsin Electric Power Company and Wisconsin Gas Company); and 
Wisconsin Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: the sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or

[[Page 44115]]

subsidiary company thereof, any voting rights received or otherwise 
obtained by that member equal to or exceeding ten percent of the total 
outstanding voting rights in PowerTree Carbon shall be automatically 
(and without any requirement for consent on the part of the affected 
member) allocated to the other members in equal portions such that no 
registered holding company member will hold ten percent or more of 
voting rights in PowerTree Carbon. In addition, any member may elect to 
limit its voting rights to less than five percent of the total voting 
rights in PowerTree Carbon, in which case the voting rights of such 
member or members equal to or exceeding five percent of the total 
voting rights in PowerTree Carbon would be automatically allocated in 
equal portions to the other members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

Pepco Holdings, Inc. (70-10135)

    Pepco Holdings, Inc. (``Pepco''), a registered holding company, 701 
9th Street, 10th Floor, Suite 1300, Washington DC 20068, has filed an 
application under sections 9(a)(1), 10, and 12(f) of the Act and rule 
54 under the Act.
    Pepco directly or indirectly owns all of the outstanding common 
stock of the following public-utility companies: Atlantic City Electric 
Company; Delmarva Power & Light Company; Potomac Electric Power 
Company; Conectiv Delmarva Generation, Inc.; and Conectiv Atlantic 
Generation, LLC (collectively, the ``Utility Subsidiaries''). Together, 
the Utility Subsidiaries provide retail and wholesale electric service 
to more than 1.8 million customers in parts of the District of 
Columbia, Delaware, Maryland, New Jersey, and Virginia. The Utility 
Subsidiaries and other non-regulated generating subsidiaries of Pepco 
own all or portions of twenty-four electric generating plants in the 
United States having a combined generating capability of approximately 
4,580 megawatts. Through direct and indirect subsidiaries, Pepco is 
also engaged in various nonutility businesses.
    Pepco requests authority to acquire, directly or indirectly through 
one or more subsidiaries, a membership interest in PowerTree Carbon 
Company, LLC (``PowerTree Carbon''). The initial capital contribution 
of Pepco would be $50,000. Pepco also requests authority to sell all or 
a portion of its membership interest in PowerTree Carbon at any time to 
any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
Pepco in forestation projects in the Lower Mississippi River Valley and 
possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\4\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over the projects' 100-
year lifetimes. Other benefits will include: restoring habitat for 
birds and animals; reducing fertilizer inputs to waters; and 
stabilizing soils. Two of the projects will involve purchase and 
donation of land to the U.S. Fish & Wildlife Service, while other 
projects will involve obtaining easements for tree planting on private 
land. The contributions of the members to PowerTree Carbon will be 
utilized for land acquisition and to pay the cost of planting tree 
seedlings. It is estimated that these projects will provide carbon 
benefits of more than 400 and 450 tons of CO2 per acre by 
years 70 and 100, respectively, at a cost of less than two dollars per 
ton.
---------------------------------------------------------------------------

    \4\ Pepco is one of eleven registered holding companies that 
have committed, either directly or through subsidiaries, to make 
capital contributions to PowerTree Carbon. The others are: Ameren 
Corporation; American Electric Power Company, Inc.; Cinergy Corp.; 
Dominion Resources, Inc.; Entergy Corporation; Exelon Corporation; 
FirstEnergy Corp.; Great Plains Energy Incorporated; Progress 
Energy, Inc.; and Xcel Energy, Inc. Other energy companies that have 
committed to make capital contributions are: CLECO Corporation; The 
Detroit Edison Company; Duke Energy Corporation; Minnesota Power (a 
division of ALLETE, Inc.); OGE Energy Corp.; Oglethorpe Power 
Corporation; Peabody Energy Corporation; Pinnacle West Capital 
Corporation; Public Service Electric and Gas Company; Public Service 
Company of New Mexico; Reliant Resources, Inc.; Tennessee Valley 
Authority; TXU Corp.; We Energies (the trade name of Wisconsin 
Electric Power Company and Wisconsin Gas Company); and Wisconsin 
Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: the sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.

[[Page 44116]]

    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

FirstEnergy Corporation (70-10138)

    FirstEnergy Corporation (``FirstEnergy''), a registered holding 
company, 76 South Main Street, Akron, Ohio 44308, has filed an 
application under sections 9(a)(1), 10, and 12(f) of the Act and rule 
54 under the Act.
    FirstEnergy directly or indirectly owns all of the outstanding 
common stock of eleven public-utility companies: Ohio Edison Company; 
The Cleveland Electric Illuminating Company; The Toledo Edison Company; 
American Transmission Systems, Incorporated; Jersey Central Power & 
Light Company; Pennsylvania Electric Company; Metropolitan Edison 
Company; Pennsylvania Power Company; York Haven Power Company; The 
Waverly Electric Power & Light Company (collectively, the ``Electric 
Utility Subsidiaries''); and Northeast Ohio Natural Gas Corp. 
(``NONG''). Together, the Electric Utility Subsidiaries provide 
electric service to approximately 4.3 million retail and wholesale 
customers in a 37,200 square mile area in Ohio, New Jersey, New York, 
and Pennsylvania. NONG provides gas transportation and distribution 
services to approximately 5,000 customers in central and northeast 
Ohio. Certain of FirstEnergy's public-utility company subsidiaries own 
all or a portion of the units at sixteen electricity generating 
stations in the United States having a combined generating capability 
of approximately 13,387 megawatts. Through direct and indirect 
subsidiaries, FirstEnergy is also engaged in various nonutility 
businesses.
    FirstEnergy requests authority to acquire, directly or indirectly 
through one or more subsidiaries, a membership interest in PowerTree 
Carbon Company, LLC (``PowerTree Carbon''). The initial capital 
contribution of FirstEnergy would be $100,000. FirstEnergy also 
requests authority to sell all or a portion of its membership interest 
in PowerTree Carbon at any time to any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
FirstEnergy in forestation projects in the Lower Mississippi River 
Valley and possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\5\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over the projects' 100-
year lifetimes. Other benefits will include: restoring habitat for 
birds and animals; reducing fertilizer inputs to waters; and 
stabilizing soils. Two of the projects will involve purchase and 
donation of land to the U.S. Fish & Wildlife Service, while other 
projects will involve obtaining easements for tree planting on private 
land. The contributions of the members to PowerTree Carbon will be 
utilized for land acquisition and to pay the cost of planting tree 
seedlings. It is estimated that these projects will provide carbon 
benefits of more than 400 and 450 tons of CO2 per acre by 
years 70 and 100, respectively, at a cost of less than two dollars per 
ton.
---------------------------------------------------------------------------

    \5\ FirstEnergy is one of eleven registered holding companies 
that have committed, either directly or through subsidiaries, to 
make capital contributions to PowerTree Carbon. The others are: 
Ameren Corporation; American Electric Power Company, Inc.; Cinergy 
Corp.; Dominion Resources, Inc.; Entergy Corporation; Exelon 
Corporation; Progress Energy, Inc.; Great Plains Energy 
Incorporated; PEPCO Holdings, Inc.; and Xcel Energy, Inc. Other 
energy companies that have committed to make capital contributions 
are: CLECO Corporation; The Detroit Edison Company; Duke Energy 
Corporation; Minnesota Power (a division of ALLETE, Inc.); OGE 
Energy Corp.; Oglethorpe Power Corporation; Peabody Energy 
Corporation; Pinnacle West Capital Corporation; Public Service 
Electric and Gas Company; Public Service Company of New Mexico; 
Reliant Resources, Inc.; Tennessee Valley Authority; TXU Corp.; We 
Energies (the trade name of Wisconsin Electric Power Company and 
Wisconsin Gas Company); and Wisconsin Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating

[[Page 44117]]

revenues, and will not engage in any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: The sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

Exelon Corporation (70-10139)

    Exelon Corporation (``Exelon''), a registered holding company, 10 
South Dearborn Street, 37th Floor, Chicago, Illinois 60603, has filed 
an application under sections 9(a)(1), 10, and 12(f) of the Act and 
rule 54 under the Act.
    Exelon has a number of public-utility company subsidiaries: PECO 
Energy Company, which transmits, distributes and sells electricity and 
purchases and sells natural gas in Pennsylvania; Commonwealth Edison 
Company, which transmits, distributes and sells electricity in 
Illinois; Exelon Generation Company (also a registered holding 
company), which generates and sells electricity in Pennsylvania, 
Illinois, and elsewhere; \6\ Commonwealth Edison Company of Indiana; 
PECO Energy Power Company, Susquehanna Power Company; and Susquehanna 
Electric Company. Through direct and indirect subsidiaries, Exelon is 
also engaged in various nonutility businesses.
---------------------------------------------------------------------------

    \6\ Exelon Generation Company owns, directly or indirectly, 
electricity generating plants in the United States having a combined 
generating capability of approximately 26,241 megawatts.
---------------------------------------------------------------------------

    Exelon requests authority to acquire, directly or indirectly 
through one or more subsidiaries, a membership interest in PowerTree 
Carbon Company, LLC (``PowerTree Carbon''). Exelon also requests 
authority to sell all or a portion of its membership interest in 
PowerTree Carbon at any time to any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
Exelon in forestation projects in the Lower Mississippi River Valley 
and possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\7\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over the projects' 100-
year lifetimes. Other benefits will include: restoring habitat for 
birds and animals; reducing fertilizer inputs to waters; and 
stabilizing soils. Two of the projects will involve purchase and 
donation of land to the U.S. Fish & Wildlife Service, while other 
projects will involve obtaining easements for tree planting on private 
land. The contributions of the members to PowerTree Carbon will be 
utilized for land acquisition and to pay the cost of

[[Page 44118]]

planting tree seedlings. It is estimated that these projects will 
provide carbon benefits of more than 400 and 450 tons of CO2 
per acre by years 70 and 100, respectively, at a cost of less than two 
dollars per ton.
---------------------------------------------------------------------------

    \7\ Exelon is one of eleven registered holding companies that 
have committed, either directly or through subsidiaries, to make 
capital contributions to PowerTree Carbon. The others are: Ameren 
Corporation; American Electric Power Company, Inc.; Cinergy Corp.; 
Dominion Resources, Inc.; Entergy Corporation; Progress Energy, 
Inc.; FirstEnergy Corp.; Great Plains Energy Incorporated; PEPCO 
Holdings, Inc.; and Xcel Energy, Inc. Other energy companies that 
have committed to make capital contributions are: CLECO Corporation; 
The Detroit Edison Company; Duke Energy Corporation; Minnesota Power 
(a division of ALLETE, Inc.); OGE Energy Corp.; Oglethorpe Power 
Corporation; Peabody Energy Corporation; Pinnacle West Capital 
Corporation; Public Service Electric and Gas Company; Public Service 
Company of New Mexico; Reliant Resources, Inc.; Tennessee Valley 
Authority; TXU Corp.; We Energies (the trade name of Wisconsin 
Electric Power Company and Wisconsin Gas Company); and Wisconsin 
Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: the sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

Dominion Resources, Inc. (70-10140)

    Dominion Resources, Inc. (``Dominion''), a registered holding 
company, 120 Tredegar Street, Richmond, Virginia, has filed an 
application under sections 9(a)(1), 10, and 12(f) of the Act and rule 
54 under the Act.
    Dominion directly owns all of the outstanding common stock of 
Virginia Electric & Power Company (``Virginia Electric''), which sells 
electricity to approximately 2.2 million retail customers and to 
wholesale customers. Virginia Electric non-regulated generating 
subsidiaries of Dominion own all or portions of thirty-eight electric 
generating plants in the United States having a combined generating 
capability of approximately 19,927 megawatts. Through direct and 
indirect subsidiaries, Dominion is also engaged in various nonutility 
businesses.
    Dominion requests authority to acquire, directly or indirectly 
through one or more subsidiaries, a membership interest in PowerTree 
Carbon Company, LLC (``PowerTree Carbon''). The initial capital 
contribution of Dominion would be $100,000. Dominion also requests 
authority to sell all or a portion of its membership interest in 
PowerTree Carbon at any time to any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
Dominion in forestation projects in the Lower Mississippi River Valley 
and possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\8\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over

[[Page 44119]]

the projects' 100-year lifetimes. Other benefits will include: 
restoring habitat for birds and animals; reducing fertilizer inputs to 
waters; and stabilizing soils. Two of the projects will involve 
purchase and donation of land to the U.S. Fish & Wildlife Service, 
while other projects will involve obtaining easements for tree planting 
on private land. The contributions of the members to PowerTree Carbon 
will be utilized for land acquisition and to pay the cost of planting 
tree seedlings. It is estimated that these projects will provide carbon 
benefits of more than 400 and 450 tons of CO2 per acre by 
years 70 and 100, respectively, at a cost of less than two dollars per 
ton.
---------------------------------------------------------------------------

    \8\ Dominion is one of eleven registered holding companies that 
have committed, either directly or through subsidiaries, to make 
capital contributions to PowerTree Carbon. The others are: Ameren 
Corporation; American Electric Power Company, Inc.; Cinergy Corp.; 
Progress Energy, Inc.; Entergy Corporation; Exelon Corporation; 
FirstEnergy Corp.; Great Plains Energy Incorporated; PEPCO Holdings, 
Inc.; and Xcel Energy, Inc. Other energy companies that have 
committed to make capital contributions are: CLECO Corporation; The 
Detroit Edison Company; Duke Energy Corporation; Minnesota Power (a 
division of ALLETE, Inc.); OGE Energy Corp.; Oglethorpe Power 
Corporation; Peabody Energy Corporation; Pinnacle West Capital 
Corporation; Public Service Electric and Gas Company; Public Service 
Company of New Mexico; Reliant Resources, Inc.; Tennessee Valley 
Authority; TXU Corp.; We Energies (the trade name of Wisconsin 
Electric Power Company and Wisconsin Gas Company); and Wisconsin 
Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: the sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

American Electric Power Company, Inc. (70-10142)

    American Electric Power Company, Inc. (``AEP''), a registered 
holding company, 1 Riverside Plaza, Columbus, Ohio 43215, has filed an 
application under sections 9(a)(1), 10, and 12(f) of the Act and rule 
54 under the Act.
    AEP directly or indirectly owns all of the outstanding common stock 
of nine public-utility company subsidiaries (collectively, the 
``Utility Subsidiaries''). Together, the Utility Subsidiaries provide 
retail and wholesale electric service to approximately 5 million 
customers in parts of eleven states (Arkansas, Indiana, Kentucky, 
Louisiana, Michigan, Ohio, Oklahoma, Tennessee, Texas, Virginia, and 
West Virginia). The Utility Subsidiaries and non-regulated generating 
subsidiaries of the Applicant own all or portions of ninety-three 
electric generating plants in the United States having a combined 
generating capability of approximately 40,000 megawatts. Through direct 
and indirect subsidiaries, AEP is also engaged in various nonutility 
businesses.
    AEP requests authority to acquire, directly or indirectly through 
one or more subsidiaries, a membership interest in PowerTree Carbon 
Company, LLC (``PowerTree Carbon''). The initial capital contribution 
of AEP would be $300,000. AEP also requests authority to sell all or a 
portion of its membership interest in PowerTree Carbon at any time to 
any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
AEP in forestation projects in the Lower Mississippi River Valley and 
possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\9\

[[Page 44120]]

These projects will provide multiple environmental benefits, including 
removing from the atmosphere and storing over 2 million tons of 
CO2 over the projects' 100-year lifetimes. Other benefits 
will include: Restoring habitat for birds and animals; reducing 
fertilizer inputs to waters; and stabilizing soils. Two of the projects 
will involve purchase and donation of land to the U.S. Fish & Wildlife 
Service, while other projects will involve obtaining easements for tree 
planting on private land. The contributions of the members to PowerTree 
Carbon will be utilized for land acquisition and to pay the cost of 
planting tree seedlings. It is estimated that these projects will 
provide carbon benefits of more than 400 and 450 tons of CO2 
per acre by years 70 and 100, respectively, at a cost of less than two 
dollars per ton.
---------------------------------------------------------------------------

    \9\ AEP is one of eleven registered holding companies that have 
committed, either directly or through subsidiaries, to make capital 
contributions to PowerTree Carbon. The others are: Ameren 
Corporation; Progress Energy, Inc.; Cinergy Corp.; Dominion 
Resources, Inc.; Entergy Corporation; Exelon Corporation; 
FirstEnergy Corp.; Great Plains Energy Incorporated; PEPCO Holdings, 
Inc.; and Xcel Energy, Inc. Other energy companies that have 
committed to make capital contributions are: CLECO Corporation; The 
Detroit Edison Company; Duke Energy Corporation; Minnesota Power (a 
division of ALLETE, Inc.); OGE Energy Corp.; Oglethorpe Power 
Corporation; Peabody Energy Corporation; Pinnacle West Capital 
Corporation; Public Service Electric and Gas Company; Public Service 
Company of New Mexico; Reliant Resources, Inc.; Tennessee Valley 
Authority; TXU Corp.; We Energies (the trade name of Wisconsin 
Electric Power Company and Wisconsin Gas Company); and Wisconsin 
Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: The sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

Entergy Arkansas, Inc. (70-10143)

    Entergy Arkansas, Inc. (``Entergy Arkansas''), 425 West Capitol 
Avenue, Little Rock, Arkansas 72201, a public-utility company 
subsidiary of Entergy Corporation, a registered holding company, has 
filed an application under sections 9(a)(1), 10, and 12(f) of the Act 
and rule 54 under the Act.
    Entergy Arkansas provides retail electric service to approximately 
649,000 customers in the State of Arkansas. It owns or leases all or 
portions of twelve electric generating plants having a combined 
generating capability of 4,690 megawatts. Entergy Corporation, through 
direct and indirect subsidiaries, is also engaged in various nonutility 
businesses.
    Entergy Arkansas requests authority to acquire, directly or 
indirectly through one or more subsidiaries, a membership interest in 
PowerTree Carbon Company, LLC (``PowerTree Carbon''). The initial 
capital contribution of Entergy Arkansas would be $100,000. Entergy 
Arkansas also requests authority to sell all or a portion of its 
membership interest in PowerTree Carbon at any time to any of its 
associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
Entergy Arkansas in forestation projects in the Lower Mississippi River 
Valley and possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric

[[Page 44121]]

utility holding companies and other energy concerns that will be used 
to fund six forestation projects located in Louisiana, Mississippi and 
Arkansas.\10\ These projects will provide multiple environmental 
benefits, including removing from the atmosphere and storing over 2 
million tons of CO2 over the projects' 100-year lifetimes. 
Other benefits will include: restoring habitat for birds and animals; 
reducing fertilizer inputs to waters; and stabilizing soils. Two of the 
projects will involve purchase and donation of land to the U.S. Fish & 
Wildlife Service, while other projects will involve obtaining easements 
for tree planting on private land. The contributions of the members to 
PowerTree Carbon will be utilized for land acquisition and to pay the 
cost of planting tree seedlings. It is estimated that these projects 
will provide carbon benefits of more than 400 and 450 tons of 
CO2 per acre by years 70 and 100, respectively, at a cost of 
less than two dollars per ton.
---------------------------------------------------------------------------

    \10\ Entergy Corporation, through Entergy Arkansas, is one of 
eleven registered holding companies that have committed, either 
directly or through subsidiaries, to make capital contributions to 
PowerTree Carbon. The others are: Ameren Corporation; American 
Electric Power Company, Inc.; Cinergy Corp.; Dominion Resources, 
Inc.; Progress Energy, Inc.; Exelon Corporation; FirstEnergy Corp.; 
Great Plains Energy Incorporated; PEPCO Holdings, Inc.; and Xcel 
Energy, Inc. Other energy companies that have committed to make 
capital contributions are: CLECO Corporation; The Detroit Edison 
Company; Duke Energy Corporation; Minnesota Power (a division of 
ALLETE, Inc.); OGE Energy Corp.; Oglethorpe Power Corporation; 
Peabody Energy Corporation; Pinnacle West Capital Corporation; 
Public Service Electric and Gas Company; Public Service Company of 
New Mexico; Reliant Resources, Inc.; Tennessee Valley Authority; TXU 
Corp.; We Energies (the trade name of Wisconsin Electric Power 
Company and Wisconsin Gas Company); and Wisconsin Public Service 
Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: the sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

Great Plains Energy Incorporated (70-10146)

    Great Plains Energy Incorporated (``Great Plains''), a registered 
holding company, 1201 Walnut, Kansas City, Missouri 64106, has filed an 
application under sections 9(a)(1), 10, and 12(f) of the Act and rule 
54 under the Act.
    Great Plains directly owns all of the outstanding common stock of 
Kansas City Power & Light Company (``KCP&L''), a public-utility 
company. KCP&L provides retail and wholesale electric service to more 
than 485,000 customers in parts of Missouri and Kansas, and owns or 
leases all or portions of twenty-six electric generating plants in the 
United States having a combined generating capability of more than 
4,043 megawatts. Through direct and indirect subsidiaries, Great Plains 
is also engaged in various nonutility businesses.
    Great Plains requests authority to acquire, directly or indirectly 
through one or more subsidiaries, a membership interest in PowerTree 
Carbon Company, LLC (``PowerTree Carbon''). The initial capital 
contribution of Great Plains would be $50,000. Great Plains also 
requests authority to sell all or a portion of its membership interest 
in PowerTree Carbon at any time to any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is designed to facilitate investments by energy companies such as 
Great Plains in forestation projects in the Lower Mississippi River 
Valley and possibly other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives:

[[Page 44122]]

Opportunities Now. Climate VISION is the first step in the President's 
policy of encouraging industry to produce voluntary cuts in greenhouse 
gas emissions. The Bush Administration has also proposed, as part of 
its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\11\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over the projects' 100-
year lifetimes. Other benefits will include: Restoring habitat for 
birds and animals; reducing fertilizer inputs to waters; and 
stabilizing soils. Two of the projects will involve purchase and 
donation of land to the U.S. Fish & Wildlife Service, while other 
projects will involve obtaining easements for tree planting on private 
land. The contributions of the members to PowerTree Carbon will be 
utilized for land acquisition and to pay the cost of planting tree 
seedlings. It is estimated that these projects will provide carbon 
benefits of more than 400 and 450 tons of CO2 per acre by 
years 70 and 100, respectively, at a cost of less than two dollars per 
ton.
---------------------------------------------------------------------------

    \11\ Great Plains is one of eleven registered holding companies 
that have committed, either directly or through subsidiaries, to 
make capital contributions to PowerTree Carbon. The others are: 
Ameren Corporation; American Electric Power Company, Inc.; Cinergy 
Corp.; Dominion Resources, Inc.; Entergy Corporation; Exelon 
Corporation; FirstEnergy Corp.; Progress Energy, Inc.; PEPCO 
Holdings, Inc.; and Xcel Energy, Inc. Other energy companies that 
have committed to make capital contributions are: CLECO Corporation; 
The Detroit Edison Company; Duke Energy Corporation; Minnesota Power 
(a division of ALLETE, Inc.); OGE Energy Corp.; Oglethorpe Power 
Corporation; Peabody Energy Corporation; Pinnacle West Capital 
Corporation; Public Service Electric and Gas Company; Public Service 
Company of New Mexico; Reliant Resources, Inc.; Tennessee Valley 
Authority; TXU Corp.; We Energies (the trade name of Wisconsin 
Electric Power Company and Wisconsin Gas Company); and Wisconsin 
Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: The sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

Xcel Energy Inc. (70-10147)

    Xcel Energy Inc. (``Xcel''), a registered holding company, 800 
Nicollet Mall, Minneapolis, Minnesota 55402, has filed an application 
under sections 9(a)(1), 10, and 12(f) of the Act and rule 54 under the 
Act.
    Xcel directly and indirectly owns all of the outstanding common 
stock of: Cheyenne Light, Fuel and Power Company; Northern States Power 
Company; Public Service Company of Colorado; and Southwestern Public 
Service Company (collectively, the ``Utility Subsidiaries''). Together, 
the Utility Subsidiaries provide retail and wholesale electric service 
to more than 3.2 million customers in parts of Colorado, Kansas, 
Michigan, Minnesota, New Mexico, North Dakota, Oklahoma, South Dakota, 
Texas, Wisconsin, and Wyoming. The Utility Subsidiaries own all or 
portions of seventy electric generating plants in the United States 
having a combined generating capability of approximately 15,246 
megawatts. Through direct and indirect subsidiaries, Xcel is also 
engaged in various nonutility businesses.
    Xcel requests authority to acquire, directly or indirectly through 
one or more subsidiaries, a membership interest in PowerTree Carbon 
Company, LLC (``PowerTree Carbon''). The initial capital contribution 
of Xcel would be $100,000. Xcel also requests authority to sell all or 
a portion of its membership interest in PowerTree Carbon at any time to 
any of its associate companies.
    PowerTree Carbon, a Delaware limited liability company, was 
organized in cooperation with the U.S. Department of Energy (``DOE''). 
It is

[[Page 44123]]

designed to facilitate investments by energy companies such as Xcel in 
forestation projects in the Lower Mississippi River Valley and possibly 
other sites.
    One proven means for reducing greenhouse gases is to use trees to 
remove CO2 from the atmosphere and store it in tree biomass 
and roots and soil. PowerTree Carbon is part of an industry-wide effort 
to voluntarily address climate change through measures designed to 
reduce greenhouse gas emissions in response to President Bush's recent 
``Climate VISION'' plan, or Climate, Voluntary Innovative Sector 
Initiatives: Opportunities Now. Climate VISION is the first step in the 
President's policy of encouraging industry to produce voluntary cuts in 
greenhouse gas emissions. The Bush Administration has also proposed, as 
part of its Global Climate Change program, the creation of transferable 
emission control credits for measures that reduce greenhouse gas 
emissions.
    PowerTree Carbon has obtained commitments totaling approximately 
$3.5 million from approximately twenty-five electric utilities, 
electric utility holding companies and other energy concerns that will 
be used to fund six forestation projects located in Louisiana, 
Mississippi and Arkansas.\12\ These projects will provide multiple 
environmental benefits, including removing from the atmosphere and 
storing over 2 million tons of CO2 over the projects' 100-
year lifetimes. Other benefits will include: Restoring habitat for 
birds and animals; reducing fertilizer inputs to waters; and 
stabilizing soils. Two of the projects will involve purchase and 
donation of land to the U.S. Fish & Wildlife Service, while other 
projects will involve obtaining easements for tree planting on private 
land. The contributions of the members to PowerTree Carbon will be 
utilized for land acquisition and to pay the cost of planting tree 
seedlings. It is estimated that these projects will provide carbon 
benefits of more than 400 and 450 tons of CO2 per acre by 
years 70 and 100, respectively, at a cost of less than two dollars per 
ton.
---------------------------------------------------------------------------

    \12\ Xcel is one of eleven registered holding companies that 
have committed, either directly or through subsidiaries, to make 
capital contributions to PowerTree Carbon. The others are: Ameren 
Corporation; American Electric Power Company, Inc.; Cinergy Corp.; 
Dominion Resources, Inc.; Entergy Corporation; Exelon Corporation; 
FirstEnergy Corp.; Great Plains Energy Incorporated; PEPCO Holdings, 
Inc.; and Progress Energy, Inc. Other energy companies that have 
committed to make capital contributions are: CLECO Corporation; The 
Detroit Edison Company; Duke Energy Corporation; Minnesota Power (a 
division of ALLETE, Inc.); OGE Energy Corp.; Oglethorpe Power 
Corporation; Peabody Energy Corporation; Pinnacle West Capital 
Corporation; Public Service Electric and Gas Company; Public Service 
Company of New Mexico; Reliant Resources, Inc.; Tennessee Valley 
Authority; TXU Corp.; We Energies (the trade name of Wisconsin 
Electric Power Company and Wisconsin Gas Company); and Wisconsin 
Public Service Corporation.
---------------------------------------------------------------------------

    PowerTree Carbon was organized as a for-profit limited liability 
company (``LLC''), to allow carbon or CO2 reduction credits, 
if and when they become available, to be more readily transferred. The 
LLC structure will also allow members to take advantage of tax benefits 
of land donation. Although formed as a for-profit LLC, PowerTree Carbon 
is essentially a passive medium for making investments in projects that 
are not expected to have any operating revenues, and will not engage in 
any active business operations.
    Under the Operating Agreement of PowerTree Carbon (``Operating 
Agreement''), the business and affairs of the company shall be managed 
by its board of managers (``Board''). Each member that commits to make 
a capital contribution of at least $100,000 is entitled to appoint one 
representative to the Board. In general, actions by the Board may be 
taken by a majority of the managers present at a meeting. However, 
certain actions of the Board or of any individual manager or any 
officer require authorization by a two-thirds vote of the full board. 
These include, among other actions: The sale, exchange or other 
disposition of any of the assets of the company greater than $20,000 in 
value; the commencement of a voluntary bankruptcy proceeding; the 
declaration or making of any distributions to members; the incurrence 
of any indebtedness by the company; capital expenditures exceeding 
$20,000; and the acquisition or lease of any real property and any sale 
of, donation, lease or sublease affecting real property owned by the 
company.
    New members would be admitted to PowerTree Carbon only upon the 
unanimous approval of the then existing members. Upon admission of any 
new member, the percentage interests of existing members shall be 
reduced accordingly. A member may transfer all or a portion of its 
membership interest only upon receiving approval of two-thirds of the 
existing members, except that, without the prior approval of the other 
members, a member may transfer all or a part of its membership interest 
to an affiliate of such member or to any other member. A two-thirds 
vote of the members also would be required to elect officers of 
PowerTree Carbon. The members have equal voting rights, regardless of 
their percentage interests in PowerTree Carbon.
    The Operating Agreement provides that, so long as any member is a 
registered holding company or subsidiary company thereof, any voting 
rights received or otherwise obtained by that member equal to or 
exceeding ten percent of the total outstanding voting rights in 
PowerTree Carbon shall be automatically (and without any requirement 
for consent on the part of the affected member) allocated to the other 
members in equal portions such that no registered holding company 
member will hold ten percent or more of voting rights in PowerTree 
Carbon. In addition, any member may elect to limit its voting rights to 
less than five percent of the total voting rights in PowerTree Carbon, 
in which case the voting rights of such member or members equal to or 
exceeding five percent of the total voting rights in PowerTree Carbon 
would be automatically allocated in equal portions to the other 
members.
    The Operating Agreement further provides that each member (or its 
designee(s) or transferee(s)) shall be entitled to claim a pro rata 
share of all carbon that is determined to be sequestered by PowerTree 
Carbon's efforts to which legal rights, if any, have been obtained 
(``Carbon Reductions'') based on the member's percentage interest in 
PowerTree Carbon. A member may generally utilize its share of any 
Carbon Reductions in connection with its participation in any 
greenhouse gas reporting or regulatory program or transfer or assign 
such Carbon Reductions to one or more other persons.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 03-18931 Filed 7-24-03; 8:45 am]
BILLING CODE 8010-01-P