0000950152-07-008633 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2007 • Allegheny Energy, Inc • Electric services

WHEREAS, effective as of November 1, 2007, the parties desire to amend the Agreement to comply with certain changes in applicable law.

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AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 7th, 2007 • Allegheny Energy, Inc • Electric services

WHEREAS, Allegheny Energy Service Corporation (the “Company”) and David E. Flitman (the “Employee”) previously entered into a Change in Control Agreement, originally effective as of July 7, 2006 (the “Agreement”).

AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 7th, 2007 • Allegheny Energy, Inc • Electric services

WHEREAS, Allegheny Energy Service Corporation (the “Company”) and David M. Feinberg (the “Employee”) previously entered into a Change in Control Agreement, originally effective as of October 18, 2006 (the “Agreement”).

AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 7th, 2007 • Allegheny Energy, Inc • Electric services

WHEREAS, Allegheny Energy Service Corporation (the “Company”) and William F. Wahl III (the “Employee”) previously entered into a Change in Control Agreement, originally effective as of May 18, 2007 (the “Agreement”).

AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • November 7th, 2007 • Allegheny Energy, Inc • Electric services

WHEREAS, effective as of November 1, 2007, the parties desire to amend the Agreement to comply with certain changes in applicable law.

AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • November 7th, 2007 • Allegheny Energy, Inc • Electric services

WHEREAS, effective as of November 1, 2007, the parties desire to amend the Agreement to comply with certain changes in applicable law.

LIMITED LIABILITY COMPANY AGREEMENT OF POTOMAC-APPALACHIAN TRANSMISSION HIGHLINE, LLC A Delaware Limited Liability Company September 1, 2007
Limited Liability Company Agreement • November 7th, 2007 • Allegheny Energy, Inc • Electric services • Delaware

This Limited Liability Company Agreement (the “Agreement”) of POTOMAC-APPALACHIAN TRANSMISSION HIGHLINE, LLC (the “Company”), dated as of September 1, 2007 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by AET PATH Company, LLC (“AET”), a limited liability company organized under the laws of the State of Delaware (with respect to the West Virginia Series, the Ohio Series and the AYE Series), and AEP Transmission Holding Company, LLC (“AEPTHC”), a limited liability company organized under the laws of the State of Delaware (with respect to the West Virginia Series and the Ohio Series).

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