0000003673-06-000192 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • July 19th, 2006 • Allegheny Energy, Inc • Electric services • New York

This Change in Control Agreement (the “Agreement”) is made and entered into by and between David E. Flitman (the “Employee”) and Allegheny Energy Service Corporation (the “Company”), effective as of July 7, 2006.

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Allegheny Energy Service Corporation
Allegheny Energy, Inc • July 19th, 2006 • 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 October 3, 2003. You, AESC, and AEI have agreed that, effective July 7, 2006, you will no longer serve as Vice President – Strategic Planning of AEI and Chief Commercial Officer of Allegheny Energy Supply Company, LLC and that instead you will serve as the Senior Vice President and Chief Financial Officer of AESC and AEI.

Allegheny Energy Service Corporation
Allegheny Energy, Inc • July 19th, 2006 • 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 Amended and Restated Employment Agreement (the “Agreement”) dated as of January 1, 2006. You, AESC, and AEI have agreed that, effective July 7, 2006, you will no longer serve as President of Allegheny Power and President of each of Monongahela Power Company, The Potomac Edison Company and West Penn Power Company and that instead you will serve as the Chief Operating Officer – Generation of AESC and AEI.

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