0000003673-03-000124 Sample Contracts

AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • October 14th, 2003 • Allegheny Energy Inc • Electric services • New York

This Amendment No. 1 to Stockholder Protection Rights Agreement (this "Amendment") dated as of October __, 2003 between ALLEGHENY ENERGY, INC., a Maryland corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES L.L.C., a New Jersey limited liability company (the "Rights Agent") hereby amends the Stockholder Protection Rights Agreement, dated as of May 2, 2000 between the Company and the Rights Agent (the "Rights Agreement"); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

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