**Exhibit 10.10AMENDMENT TO EMPLOYMENT AGREEMENT     WHEREAS, Allegheny Energy Service Corporation for itself and as agent for its parent,Allegheny Energy, Inc., the affiliates and subsidiaries of AESC and AEI, and any successors orassigns of any of the foregoing previously entered into that certain employment agreement withPhilip L. Goulding (the “Executive”) dated October 3, 2003 (the “Agreement”).     WHEREAS, effective as of November 1, 2007, the parties desire to amend the Agreement to complywith certain changes in applicable law.     NOW, THEREFORE, in consideration of the covenants contained herein, and for other good andvaluable consideration, the parties hereto agree as follows:      1. Section 13 of the Agreement is amended and restated in its entirety to read as follows:     “13. **Withholding and Special Terms Relating to Payments and Benefits****.**AESC shallbe entitled to withhold from payments due hereunder any required federal, state or localwithholding or other taxes. To the extent that any amounts payable to the Executive under theAgreement are subject to Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended(the “Code”), any requirements that such amounts be paid promptly shall not apply and insteadsuch amounts shall be paid in a lump sum as of the date six (6) months after the Date ofTermination. The Agreement shall be interpreted to avoid any penalty sanctions under Section409A of the Code. If any payment or benefit cannot be provided or made at the time specifiedherein without incurring sanctions under Section 409A of the Code, then such benefit or paymentshall be provided in full at the earliest time thereafter when such sanctions will not beimposed. For purposes of Section 409A of the Code, each payment made under the Agreement shallbe treated as a separate payment and any payment to be made upon a termination of employmentunder the Agreement may only be made if such termination of employment constitutes a “separationfrom service” as determined under Section 409A of the Code and its corresponding regulations andrelated guidance. All reimbursements and in-kind benefits provided under the Agreement shall bemade or provided in accordance with the requirements of Section 409A of the Code, including,where applicable, the requirement that (i) any reimbursement is for expenses incurred during theExecutive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) theamount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendaryear may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,in any other calendar year, (iii) the reimbursement of an eligible expense will be made on orbefore the last day of the calendar year following the year in which the expense is incurred,and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation orexchange for another benefit.”     IN WITNESS WHEREOF, the parties hereto have caused the Amendment to be executed as of the datefirst above written.
 

 
     Allegheny Energy Service Corporation         /s/ Paul J. Evanson         Name: Paul J. Evanson    Title: Chairman & Chief Executive Officer       Allegheny Energy, Inc.         /s/ Paul J. Evanson         Name: Paul J. Evanson    Title: Chairman & Chief Executive Officer            /s/ Philip L. Goulding      Philip L. Goulding       
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