Allegheny Generating Co Sample Contracts

Allegheny Energy Service Corporation Greensburg, PA 15601
Allegheny Generating Co • March 11th, 2004 • Electric services

You and Allegheny Energy Service Corporation (“AESC”) for itself and as agent for its parent, Allegheny Energy, Inc. (“AEI”), the affiliates and subsidiaries of AESC and AEI, and any successors or assigns of any of the foregoing, entered into an Employment Agreement (the “Agreement”) dated as of June 9, 2003. Pursuant to Section 5(a)(i) of the Agreement, you were entitled to receive a grant of stock options for 1,500,000 shares of AEI Common Stock under the AEI Long-Term Incentive Plan on January 2, 2004. However, as you are aware, such grant could not be made without obtaining authorization under the Public Utilities Holding Company Act of 1935, and such authorization was not obtained until February 10, 2004.

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Exhibit 10.2 EXHIBIT B AMENDMENT TO APS POWER AGREEMENT EFFECTIVE DATE: JANUARY 1, 1999
Power Agreement • March 29th, 1999 • Allegheny Generating Co • Electric services
Allegheny Energy Service Corporation Greensburg, PA 15601
Allegheny Generating Co • March 11th, 2004 • Electric services

You and Allegheny Energy Service Corporation (“AESC”) for itself and as agent for its parent, Allegheny Energy, Inc. (“AEI”), the affiliates and subsidiaries of AESC and AEI, and any successors or assigns of any of the foregoing, entered into an Employment Agreement (the “Agreement”) dated as of July 3, 2003. Pursuant to Section 5(a)(i) of the Agreement, you were entitled to receive a grant of stock options for 550,000 shares of AEI Common Stock under the AEI Long-Term Incentive Plan on January 2, 2004, or an alternative adjustment to your compensation of equivalent value and opportunity if authorization of such stock options was not obtained under the Public Utilities Holding Company Act of 1935 (“PUHCA”) by such date. As you are aware, authorization of your stock option award under PUHCA was not obtained until February 10, 2004.

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