<PAGE>                                       EXHIBIT 10.11




                                             [Date]


[Name]
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766

Dear [Name]:

          Allegheny Energy, Inc., a Maryland corporation (the
"Corporation"), considers the establishment and maintenance of a
sound and vital management to be essential to protecting and
enhancing the best interests of the Corporation and its
shareholders.  In this connection, the Corporation recognizes
that, as is the case with many publicly held corporations, the
possibility of a change in control may arise and that such
possibility, and the uncertainty and questions which it may raise
among management of the Corporation and its subsidiaries (the
Corporation and its subsidiaries are referred to collectively in
this Agreement as the "Companies"), may result in the departure
or distraction of management personnel to the detriment of the
Corporation and its shareholders.  Therefore, the Board of
Directors of the Corporation (the "Board") has determined that
appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of members of the management
of the Companies to their assigned duties without distraction in
circumstances arising from the possibility of a change in control
of the Corporation.  In particular, the Board believes it
important, should the Corporation or its shareholders receive a
proposal for transfer of control of the Corporation, that you be
able to assess and advise the Board whether such proposal would
be in the best interests of the Corporation and its shareholders
and to take such other action regarding such proposal as the
Board might determine to be appropriate, without being influenced
by the uncertainties of your own situation.

          In order to induce you to remain in the employ of the
Companies, the agreement set forth below (this "Agreement"),
which has been approved by the Board, sets forth the severance
benefits which the Corporation agrees will be provided to you in
the event your employment with the Companies is terminated in
anticipation of or subsequent to a "change in control" of the
Corporation under the circumstances described below.  This
Agreement is effective as of the date first above written (the
"Effective Date").

          The Companies also recognize that during the course of
your employment with the Companies, the Companies will undertake
to train you and impart to you "Confidential Information" of the
Companies.  It is also recognized that the Companies would be
irreparably

<PAGE>

[Name]
[Date]
Page 2


injured if you were to compete with the Companies
with respect to the business conducted by the Companies during
the time periods described in Section 14 of this Agreement.
Therefore, in consideration of the training of you and disclosure
to you by the Companies of Confidential Information and the
"change in control" protections provided to you by the Companies
under this Agreement, this Agreement also sets forth
confidentiality and non-competition commitments by you to the
Companies that apply on and after the Effective Date as set forth
herein regardless of whether a "change in control" occurs or is
ever contemplated.

          1.   Agreement to Provide Services; Right to Terminate.

          (i)  Except as otherwise provided in paragraph (ii)
below, the Companies or you may terminate your employment at any
time, subject to the Corporation's providing the benefits
hereinafter specified in accordance with the terms hereof.

          (ii) In the event a tender offer or exchange offer is
made by a Person (as hereinafter defined) for more than 25% of
the combined voting power of the Corporation's outstanding
securities ordinarily having the right to vote at elections of
directors ("Voting Securities"), including shares of the common
stock of the Corporation (the "Company Shares") you agree that
you will not leave the employ of the Companies (other than as a
result of Disability or upon Retirement, as such terms are
hereinafter defined) and will render the services contemplated in
the recitals to this Agreement until such tender offer or
exchange offer has been abandoned or terminated or a change in
control of the Corporation, as defined in Section 3 hereof, has
occurred.  For purposes of this Agreement, the term "Person"
shall mean and include any individual, corporation, partnership,
group, association or other "person", as such term is defined in
Section 3 (a) (9) and as used in Section 14 (d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), other than the
Companies or any employee benefit plan(s) sponsored by the
Companies.

          2.   Term of Agreement.  This Agreement shall commence
on the Effective Date and shall continue in effect until December
31, 2001; provided, however, that commencing on January 1, 2002
and each January 1 thereafter, the term of this Agreement shall
automatically be extended for one additional year unless at least
90 days prior to such January 1st date, the Corporation or you
shall have given notice that this Agreement shall not be
extended; and provided, further, that, notwithstanding the
delivery of any such notice, this Agreement shall continue in
effect for a period of thirty-six (36) months after a change in
control of the Corporation, as defined in Section 3 hereof, if
such change in control shall have occurred during the term of
this Agreement, as it may be extended by the first proviso set
forth above.  Except as otherwise expressly provided in Section
4, this Agreement shall terminate if you or the Companies
terminate your employment prior to a change in control of the
Corporation.


<PAGE>


[Name]
[Date]
Page 3


          3.   Change in Control.  For purposes of this
Agreement, a "change in control" of the Corporation shall be
deemed to have occurred at such time as (a) any Person is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of 25% or more of the
combined voting power of the Corporation's Voting Securities; or
(b), during any period of not more than two years, individuals
who constitute the Board as of the beginning of the period and
any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect
a transaction described in clause (a), (c), or (d) of this
sentence) whose election by the Board or nomination for election
by the Corporation's shareholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who
either were directors at such time or whose election or
nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or (c) the shareholders
of the Corporation approve a merger or consolidation of the
Corporation with any other corporation, other than a merger or
consolidation immediately after which more than 50% of the
combined voting power of the then outstanding voting securities
of the resulting corporation or other entity entitled to vote
generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners of the
Voting Securities immediately prior to such transaction in
substantially the same proportion as their ownership, immediately
prior to such transaction, of the Voting Securities; or (d) the
shareholders of the corporation approve a plan of complete
liquidation or dissolution of the Corporation or any agreement
for the sale or other disposition by the Corporation of all or
substantially all of the Corporation's assets other than a sale
or other disposition immediately after which more than 50% of the
combined voting power of the then outstanding voting securities
of the acquiring corporation or other entity entitled to vote
generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners of the
Voting Securities immediately prior to such transaction  in
substantially the same proportion as their ownership, immediately
prior to such transaction, of the Voting Securities.

          4.   Termination Following or in Anticipation of Change
in Control.  For purposes of this Agreement, "Qualifying
Termination" shall mean, if any of the events described in
Section 3 hereof constituting a change in control of the
Corporation shall have occurred, the termination of your
employment with the Companies within thirty-six (36) months after
such event, unless such termination is (a) because of your death
or Retirement, (b) by the Companies for Cause or Disability or
(c) by you other than for Good Reason (as all such capitalized
terms are hereinafter defined).  In addition, if any of the
events described in Section 3 hereof constituting a change in
control of the Corporation shall have occurred, a "Qualifying
Termination" shall be deemed to have occurred if you are
terminated prior to the date on which such event occurs if such
termination is not (i) because of your death or Retirement, (ii)
by the Corporation for Cause or Disability or (iii) by you other
than for Good Reason, and it is

<PAGE>


[Name]
[Date]
Page 4


reasonably demonstrated that
termination of employment (a) was at the request of an unrelated
third party who had taken steps reasonably calculated to effect
the change in control, or (b) otherwise arose in connection with
or in anticipation of the change in control.


          (i)  Disability.  Termination by the Companies of your
employment based on "Disability" shall mean termination because
of your absence from your duties with the Companies on a full
time basis for one hundred eighty (180) consecutive days as a
result of your incapacity due to physical or mental illness,
unless within thirty (30) days after Notice of Termination (as
hereinafter defined) is given to you following such absence you
shall have returned to the full time performance of your duties.

          (ii) Retirement.  Termination by you of your employment
based on "Retirement" shall mean termination on or after your
attainment of age 62.

          (iii)     Cause.  Termination by the Companies of your
employment for "Cause" shall mean termination upon (a) gross
neglect or willful and continuing refusal by you to substantially
perform your duties in at least substantially the same manner as
performed prior to the Change in Control (other than due to
Disability); or (b) conviction or plea of nolo contendre to a
felony or a misdemeanor involving moral turpitude.
Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held
for the purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard
before the Board), finding that in the good faith opinion of the
Board you were guilty of the conduct set forth above in (a) or
(b) of this paragraph (iii) and specifying the particulars
thereof in detail.

          (iv) Good Reason.  Termination by you of your
employment for "Good Reason" shall mean termination based on:

          (A)  the assignment to you of any duties inconsistent
     in any respect with your position with the Companies
     (including status, offices, titles and reporting
     requirements) as it existed immediately prior to the change
     in control (as defined in Section 3), or any action by the
     Companies which results in diminution in such positions, or
     your authority, duties or responsibilities as they existed
     immediately prior to the change in control, but excluding
     for this purpose any isolated, insubstantial and inadvertent
     action not taken in bad faith and which is remedied by the
     Companies promptly after receipt of written notice thereof
     given by you in accordance with this Agreement;


<PAGE>


[Name]
[Date]
Page 5


          (B)  a reduction by the Companies in your base salary
     as in effect immediately prior to the change in control;

          (C)  the failure by the Companies to continue in effect
     employee benefit plans and programs that are at least as
     favorable to you in the aggregate as those in which you are
     participating at the time of the change in control of the
     Corporation;

          (D)  the failure by the Companies to provide and credit
     you with the number of paid vacation days to which you are
     then entitled in accordance with the applicable normal
     vacation policy of the Companies as in effect immediately
     prior to the change in control;

          (E)  the requirement by the Companies that you be based
     anywhere other than where your office is located immediately
     prior to the change in control or in the service territory
     of the Corporation immediately prior to the change in
     control, except for required travel on the business of the
     Companies to an extent substantially consistent with the
     business travel obligations which you undertook on behalf of
     the Companies prior to the change in control;

          (F)  the failure by the Corporation to obtain from any
     Successor (as hereinafter defined) the assent to this
     Agreement contemplated by Section 6 hereof;

          (G)  any purported termination by the Companies of your
     employment which is not effected pursuant to a Notice of
     Termination satisfying the requirements of paragraph (v)
     below (and, if applicable, paragraph (iii) above); and for
     purposes of this Agreement, no such purported termination
     shall be effective; or

          (H)  any material breach by the Companies of any
provision of this Agreement.

For purposes of this Agreement, "Plan" shall mean any
compensation plan such as an incentive, stock option or
restricted stock plan or any employee benefit plan such as a
thrift, pension, profit sharing, medical, disability, accident,
life insurance plan or a relocation plan or policy or any other
plan, program or policy of the Companies intended to benefit
employees.

          (v)  Notice of Termination.  Any purported termination
by the Companies or by you following a change in control shall be
communicated by written Notice of Termination to the other party
hereto.  For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon.

          (vi) Date of Termination.  "Date of Termination"
following a change in control shall mean (a) if your employment
is to be terminated for Disability, thirty (30) days after Notice


<PAGE>


[Name]
[Date]
Page 6


of Termination is given (provided that you shall not have
returned to the performance of your duties on a full-time basis
during such thirty (30) day period), (b) if your employment is to
be terminated by the Companies for Cause or by you for Good
Reason, the date specified in the Notice of Termination, or (c)
if your employment is to be terminated by the Companies for any
reason other than Cause, the date specified in the Notice of
Termination, which in no event shall be a date earlier than
ninety (90) days after the date on which a Notice of Termination
is given, unless an earlier date has been expressly agreed to by
you in writing either in advance of, or after, receiving such
Notice of Termination.  In the case of termination by the
Companies of your employment for Cause, if you have not
previously expressly agreed in writing to the termination, then
within thirty (30) days after receipt by you of the Notice of
Termination with respect thereto, you may notify the Corporation
that a dispute exists concerning the termination, in which event
the Date of Termination shall be the date set either by mutual
written agreement of the parties or by the arbitrators in a
proceeding as provided in Section 13 hereof.

          5.   Compensation Upon Termination or During
Disability; Other Agreements.

          (i)  During any period following a change in control of
the Corporation that you fail to perform your duties as a result
of incapacity due to physical or mental illness, you shall
continue to receive your salary at the rate then in effect and
any benefits or awards under any Plans shall continue to accrue
during such period, to the extent not inconsistent with such
Plans, until your employment is terminated pursuant to and in
accordance with Sections 4 (i), 4 (v) and 4 (vi) hereof.
Thereafter, your benefits shall be determined in accordance with
the Plans then in effect.

          (ii) If your employment shall be terminated for Cause
following a change in control of the Corporation, the Companies
shall pay you your salary through the Date of Termination at the
rate in effect just prior to the time a Notice of Termination is
given plus any benefits or awards (including both the cash and
stock components) which pursuant to the terms of any Plans have
been earned or become payable, but which have not yet been paid
to you.  Thereupon the Companies shall have no further
obligations to you under this Agreement.

          (iii)     Subject to Section 8 hereof, in the event
that a Qualifying Termination, as defined in Section 4 above,
shall occur, then the Corporation shall pay or cause the
Companies to pay to you, no later than the fifth day following
the Date of Termination, without regard to any contrary
provisions of any Plan, the following:

          (A)  your salary through the Date of Termination at the
     rate in effect just prior to the time a Notice of
     Termination is given plus any benefits or awards (including
     both the cash and stock components) which pursuant to the
     terms of any Plans have been


<PAGE>

[Name]
[Date]
Page 7

     earned or become payable, but
     which have not yet been paid to you (including amounts which
     previously had been deferred at your request); and

          (B)  as severance pay and in lieu of any further salary
     for periods subsequent to the Date of Termination, an amount
     in cash equal to 2.99 times the sum of (1) your highest
     annual rate of base salary in the last twelve (12) months
     immediately preceding your Date of Termination and (2) the
     higher of (X) your average annual bonus for the last two (2)
     completed fiscal years or (Y) your target annual bonus for
     the fiscal year in which the Notice of Termination is given.

          If severance is paid pursuant to clause (B) above, you
shall not be entitled to severance pay under any other severance
plan or arrangement of the Companies.

          (iv) In the event that a Qualifying Termination shall
occur, then the Corporation shall maintain or cause the Companies
to maintain in full force and effect, for the continued benefit
of you and your dependents for a period terminating on the
earliest of (a) three years after the Date of Termination, (b)
the commencement date of equivalent benefits from a new employer
or (c) your attainment of age 65, all insured and self-insured
employee welfare benefit Plans in which you were entitled to
participate immediately prior to the Date of Termination,
provided that your continued participation is possible under the
general terms and provisions of such Plans (and any applicable
funding media) and you continue to pay an amount equal to your
regular contribution under such plans for such participation.
If, at the end of three years after the Termination Date, you
have not reached your sixty-fifth birthday and you have not
previously received or are not then receiving equivalent benefits
from a new employer, the Corporation shall arrange, or cause the
Companies to arrange, at its sole cost and expense, to enable you
to convert your and your dependents' coverage under such Plans to
individual policies or programs upon the same terms as employees
of the Companies may apply for such conversions.  In the event
that your participation in any such Plan is barred, the
Corporation shall arrange, or cause the Companies to arrange, at
its sole cost and expense, to have issued for the benefit of you
and your dependents individual policies of insurance providing
benefits substantially similar (on an after-tax basis) to those
which you otherwise would have been entitled to receive under
such Plans pursuant to this paragraph (iv) or, if such insurance
is not available at a reasonable cost to the Companies, the
Corporation shall provide, or cause the Companies to otherwise
provide, you and your dependents with equivalent benefits (on an
after-tax basis).  You shall not be required to pay any premiums
or other charges in an amount greater than that which you would
have paid in order to participate in such Plans.

          (v)  In the event that you become entitled to any
payments from the Companies, under this Agreement or otherwise,
that would be subject to the excise tax imposed by Section 4999
of the Code (the "Excise Tax"), the Companies shall pay to you at
the time


<PAGE>


[Name]
[Date]
Page 8

specified in Section (vi) below an additional amount
(the "Gross-up Payment") such that the net amount of the Total
Payments (as hereinafter defined) and Gross-up Payment retained
by you, after deduction of any Excise Tax on the Total Payments
and any federal, state and local income and employment taxes and
Excise Tax upon the Gross-up Payment provided for by this
Section(v), but before deduction for any federal, state or local
income and employment taxes on the Agreement Payments, shall be
equal to the sum of (a) the Total Payments and (b) an amount
equal to the product of any deductions disallowed to you because
of the inclusion of the Gross-up Payment in your adjusted gross
income and the highest applicable marginal rate of federal income
taxation for the calendar year in which the Gross-up Payment is
to be made.

          For purposes of determining whether any of the
Agreement Payments will be subject to the Excise Tax and the
amount of such Excise Tax, (a) all payments and benefits received
or to be received by you in connection with a change in control
of the Company or your termination of employment (whether
pursuant to the terms of this Agreement or any other Plan,
arrangement or agreement with the Company, any person whose
actions result in a change of control of the Company or any
person affiliated with the Company or such person) (collectively,
the "Total Payments") shall be treated as "parachute payments"
within the meaning of Section 280G(b)(2) of the Code, and all
"excess parachute payments" within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to the Excise
Tax, unless in the opinion of tax counsel selected by the
Company's independent auditors such other payments or benefits
(in whole or in part) do not constitute parachute payments, or
such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code in excess of the base
amount within the meaning of Section 280G(b)(3) of the Code or
are otherwise not subject to the Excise Tax, (b) the amount of
the Total Payments which shall be treated as subject to the
Excise Tax shall be equal to the lesser of (1) the total amount
of the Total Payments or (2) the amount of excess parachute
payments within the meaning of Section 280G(b)(1) of the Code
(after applying clause (a), above), and (c) the value of any non-
cash benefits or any deferred payment or benefit shall be
determined by the Company's independent auditors in accordance
with the principles of Sections 280(G)(d)(3) and (4) of the Code.

          For purposes of determining the amount of the Gross-up
Payment, you shall be deemed to (x) pay federal income taxes at
the highest marginal rate of federal income taxation for the
calendar year in which the Gross-up Payment is to be made, (y)
pay the applicable state and local income taxes at the highest
marginal rate of taxation for the calendar year in which the
Gross-up Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of
such state and local taxes (determined without regard to
limitations on deductions based upon the amount of your adjusted
gross income), and (z) have otherwise allowable deductions for
federal income tax purposes at least equal to those disallowed


<PAGE>

[Name]
[Page]
Page 9

because of the inclusion of the Gross-up Payment in your adjusted
gross income.  In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account
hereunder at the time the Gross-up Payment is made, you shall
repay to the Company at the time that the amount of such
reduction in Excise Tax is finally determined the portion of the
Gross-up Payment attributable to such reduction (plus the portion
of the Gross-up Payment attributable to the Excise Tax and
federal and state and local income and excise taxes imposed on
the portion of the Gross-up Payment being repaid by you if such
repayment results in a reduction of Excise Tax and/or a federal
and state and local income tax deduction), plus interest on the
amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code.  In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at
the time the Gross-up Payment is made (including by reason of any
payment the existence or amount of which cannot be determined at
the time of the Gross-up Payment), the Company shall make an
additional gross-up payment in respect of such excess (plus any
interest payable with respect to such excess at the rate provided
in Section 1274(b)(2)(B) of the Code) at the time that the amount
of such excess is finally determined.  You agree to cooperate, to
the extent your expenses are reimbursed by the Company, with any
reasonable requests by the Company in connection with any
contests or disputes with the Internal Revenue Service in
connection with the Excise Tax.

          (vi) The Gross-up Payment or portion thereof provided
for in Section (v) above shall be paid not later than the
thirtieth day following payment of any amounts under Section
5(iii); provided, however, that if the amount of such Gross-up
Payment or portion thereof cannot be finally determined on or
before such day, the Company shall pay to you on such day an
estimate, as determined in good faith by the Company, of the
minimum amount of such payments and shall pay the remainder of
such payments (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) as soon as the amount thereof
can be determined, but in no event later than the forty-fifth day
after payment of any amounts under Section 5(iii).  In the event
that the amount of the estimated payments exceeds the amount
subsequently determined to have been due, such excess shall
constitute a loan by the Company to you, payable on the fifth day
after demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code).

          6.   Successors; Binding Agreement.

          (i)  If a Successor (as hereinafter defined) does not
assume the obligations of this Agreement by operation of law, the
Corporation will require, by written request at least five
business days prior to the time a Person becomes a Successor, to
have such Person by agreement in form and substance satisfactory
to you, assent to the fulfillment of the Corporation's
obligations under this Agreement.  Failure of such Person to
furnish such assent by the later of (A) three business days prior
to the time such Person becomes a Successor or (B) two business-
days after such Person receives a written request to so assent
shall constitute Good Reason for


<PAGE>

[Name]
[Date]
Page 10

termination by you of your
employment if a change in control of the Corporation occurs or
has occurred.  For purposes of this Agreement, "Successor" shall
mean any Person that succeeds to, or has the practical ability to
control (either immediately or with the passage of time), the
Corporation's business directly, by merger or consolidation, or
indirectly, by purchase of the Corporation's Voting Securities or
otherwise.

          (ii) This Agreement shall inure to the benefit of and
be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees and legatees.  If you should die while any amount would
still be payable to you hereunder if you had continued to live,
all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to your devisee,
legatee or other designee or, if there be no such designee, to
your estate.

          (iii)     For purposes of this Agreement, the
"Corporation" shall include any corporation or other entity which
is the surviving or continuing entity in respect of any merger,
consolidation or form of business combination in which the
Corporation ceases to exist.

          7.   Fees and Expenses. the Companies shall reimburse
you, on a current basis, for all reasonable legal fees and
related expenses incurred by you in connection with the Agreement
following a change in control of the Corporation, including,
without limitation, (a) all such fees and expenses, if any,
incurred in contesting or disputing any termination of your
employment or incurred by you in seeking advice with respect to
the matters set forth in Section 5 hereof or (b) your seeking to
obtain or enforce any right or benefit provided by this
Agreement, provided that, in each case, you are acting in good
faith.

          8.   Taxes.    All payments to be made to you under
this Agreement will be subject to required withholding of
federal, state and local income and employment taxes.

          9.   Survival.  The respective obligations of, and
benefits afforded to, the Corporation and you as provided in
Sections 5, 6 (ii), 7, 8, 13 and 14 of this Agreement shall
survive termination of this Agreement.

          10.  Notice.  For the purposes of this Agreement,
notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been
duly given when delivered or mailed by United States registered
mail, return receipt requested, postage prepaid and addressed, in
the case of the Corporation, to the address set forth on the
first page of this Agreement or, in the case of the undersigned
employee, to the address set forth below his signature, provided
that all notices to the Corporation shall be directed to the
attention of the Chairman of the Board or President of the
Corporation, with a copy to the Secretary of the Corporation, or
to such other address as either party may have furnished to the


<PAGE>

[Name]
[Date]
Page 11


other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

          11.  Miscellaneous.  No provision of this Agreement may
be modified, waived or discharged unless such modification,
waiver or discharge is agreed to in a writing signed by you and
the Chairman of the Board or President of the Corporation.  No
waiver by either party hereto at any time of any breach by the
other party hereto of, or of compliance with, any condition or
provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No
agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made
by either party which are not expressly set forth in this
Agreement.  The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of
the State of Maryland.

          12.  Validity.  The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.

          13.  Arbitration.  Any dispute or controversy arising
under or in connection with this Agreement shall be settled
exclusively by arbitration in Hagerstown, Maryland by three
arbitrators in accordance with the rules of the American
Arbitration Association then in effect.  Judgment may be entered
on the arbitrators' award in any court having jurisdiction;
provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the Date of
Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.  The
Corporation shall bear all costs and expenses arising in
connection with any arbitration proceeding pursuant to this
Section 13, provided that payment of such costs and expenses is
authorized by Section 7 of this Agreement.

          14.  Confidentiality and Non-Competition Commitment.

     This Section 14 applies notwithstanding any other provision
of this Agreement and  regardless of whether a change in control
occurs or is ever contemplated.

          (i)  Confidential Information.  You acknowledge that
all Confidential Information shall at all times remain the
property of the Companies.  In this Agreement "Confidential
Information" means all information including, but not limited to,
proprietary information and/or trade secrets, and all information
disclosed to you or known by you as a consequence of or through
your employment, which is not generally known in the industry in
which the Companies are or may become engaged, about the
Companies' businesses, products, processes, and services,
including, but not limited to, information relating to Inventions and/or


<PAGE>

[Name]
[Date]
Page 12


Works (as defined below), research, development, computer
program designs, computer data, flow charts, source or object
codes, products or services under development, pricing and
pricing strategies, marketing and selling strategies, power
generating, servicing, purchasing, accounting, engineering, costs
and costing strategies, sources of supply, customer lists,
customer requirements, business methods or practices, training
and training programs, and the documentation thereof.   It will
be presumed that information supplied to the Companies from
outside sources is Confidential Information unless and until it
is designated otherwise.


          You will safeguard and maintain on the premises of the
Companies and elsewhere as required, to the extent possible in
the performance of your work for the Companies, all documents and
things that contain or embody Confidential Information,
Inventions and/or Works.  Except as required in your duties to
the Companies, you will not, during his employment by the
Companies, or permanently thereafter, directly or indirectly use,
divulge, disseminate, disclose, lecture upon, or publish any
Confidential Information, Inventions and/or Works without having
first obtained written permission from the Companies to do so.

          (ii) Inventions and Works.  All Inventions and/or Works
made, conceived, developed or created by you, either solely or
jointly with others, which are within the scope of your
employment with the Companies, (i) during your employment by the
Companies and (ii) within one (1) year after termination of such
employment, will be the property of the Companies and their
nominees, provided that such Inventions and/or Works are made,
conceived, developed, or created during normal working hours or
with the use of the Companies' facilities, materials, or
personnel.

          In this Agreement "Inventions" mean discoveries,
concepts, and ideas, whether patentable or not, including, but
not limited to, apparatus, processes, methods, techniques, and
formulae, as well as improvements thereof or know-how related
thereto, relating to any present or prospective activities of the
Companies.

          In this Agreement "Works" mean all material and
information which is fixed in a tangible medium of expression
including, but not limited to, notes, drawings, memoranda,
correspondence, documents, records, notebooks, flow charts,
computer data, computer programs and source and object codes,
regardless of the medium in which they are fixed.  "Works"
include all such intellectual property not limited to
information, improvements, manuscripts (including computer
software), designs, symbols, audio and visual materials whether
or not the same can be protected by copyright, patent or
trademark.

          All  such Inventions and/or Works are "works for  hire"
as defined in the United States copyright laws, 17 U.S.C. Section
101, as amended.


<PAGE>

[Name]
[Date]
Page 13

          You will, without delay:

          (A)  inform the Companies promptly and fully of such
     Inventions and/or Works by written reports, setting forth in
     detail a description, the operation and the results
     achieved;

          (B)  assign to the Companies all of your right, title,
     and interest in and to such Inventions and/or Works, any
     applications for United States and foreign Letters Patent,
     any registrations for copyrights and/or trademarks, any
     continuations, divisions, continuations-in-part, reissues,
     extensions or additions thereof filed for upon such
     Inventions and/or Works, and any United States and foreign
     Letters Patent, any copyrights and/or trademarks;

          (C)  assist the Companies and their nominees, at the
expense of the Companies,     to obtain, maintain and enforce
such United States and foreign Letters Patent, copyrights   and
or trademarks for such Inventions and/or Works as the Company may
elect; and

          (D)  execute, acknowledge, and deliver to the Companies
at their expense such    written documents and instruments, and
do such other acts, such as giving testimony in   support of your
inventorship and invention, as may be necessary in the opinion of
the  Companies to obtain, maintain and enforce the United States
and foreign Letters Patent,   copyrights and/or trademarks upon
such Inventions and/or Works, and to vest the entire   right and
title thereto in the Companies and to confirm the complete
ownership by the    Companies of such Inventions and/or Works.
The decision to apply for legal protection   shall be at the sole
discretion of the Companies.

Payment, if any, to you of royalties or other consideration for
Inventions and/or Works shall be at the sole discretion of the
Companies.

          (iii)     No Conflicting Rights.  Except as described
in Exhibit A annexed hereto, you agree and acknowledges that
neither you nor any other person or entity (e.g., a former
employer) will assert against the Companies or their customers
any rights to any Inventions or Works made, created, or acquired
by you, alone or jointly, prior to you being employed by the
Companies.  Any Inventions made and Works created by you and not
described in Exhibit A hereto shall be deemed to have been made
or created during your employment by the Companies.

          (iv) Employment with Conflicting Organizations.  During
employment by the Companies, you will not work with or advise any
person(s) conducting a business similar to the business conducted
by the Companies, except as part of your duties assigned by the
Companies.


<PAGE>

[Name]
[Date]
Page 14


     (v)  Noncompetition.  For a period of one (1) year after
termination of your employment with the Companies for any reason,
whether terminated for cause or without cause, you will not
accept employment from or aid or render services, directly or
indirectly, to any Conflicting Organization unless the Companies
provide you with prior, express written consent.

          You acknowledge that your education and experience
enables the you to obtain employment in many different areas of
endeavor and to work for different types of employers, so it will
not be necessary for you to violate the provisions of this
section to remain economically viable.

          "Conflicting Organization" means the following
organizations, their subsidiaries and affiliates, and their
respective successors and assigns:

          -    FirstEnergy Corporation
          -    American Electric Power, Inc.
          -    General Public Utilities Corporation
          -    Pennsylvania Power and Light Resources, Inc.
-    Baltimore Gas and Electric Company
-    Potomac Electric and Power Company
-    Dominion Resources, Inc.
-    DQE, Inc.

          (vi) Nonsolicitation of Customers and Suppliers.  You
agree that, during your employment with the Companies and for a
period of two (2) years following the termination of your
employment with the Companies for any reason, whether terminated
for cause or without cause, you shall not, directly or
indirectly, solicit the business of, or do business with, any
customer, supplier, or prospective customer or supplier of the
Companies with whom you had direct or indirect contact or about
whom you may have acquired any knowledge while employed by the
Companies.

          (vii)     Nonsolicitation.  You agree that, during your
employment with the Companies and for a period of two (2) years
following the termination of your employment with the Companies,
whether terminated with cause or without cause, you shall not,
directly or indirectly, solicit or induce, or attempt to solicit
or induce, any employee of the Companies to leave the Companies
for any reason whatsoever, or hire or solicit the services of any
employee of the Companies.


<PAGE>

[Name]
[Date[
Page 15

          (viii)    Tolling of Restricted Period.  The restricted
periods of time in Section 14(v), (vi) and (vii) shall be
extended at the option of the Companies, for a period of time
equal to all periods which you are in violation of the provisions
of Section 14(v), (vi) and (vii) and further shall be extended to
run from the date any injunction may be issued against you,
should that occur, to enable the Companies to receive the full
benefit of the prohibitions against restricted activities agreed
to herein by you.

          (ix) Reformation to Applicable Law.  It is the
intention of the parties that the provisions of this Section 14
shall be enforceable to the fullest extent permissible by law.
If any of the provisions in this Section 14 are hereafter
construed to be invalid or unenforceable in any jurisdiction, the
same shall not affect the remainder of the provisions in this
Section 14 or the enforceability therein in any other
jurisdiction where such provisions shall be given full effect.
If any provision of this Section 14 shall be deemed
unenforceable, in whole or in part, this Section 14 shall be
deemed to be amended to delete or modify the offending part so as
to alter this Section 14 to render it valid and enforceable.

          (x)  Fees and Costs.  If the Companies prevail in any
suit or proceeding under this Section 14, you agree to pay the
Companies all of the Companies' attorneys fees, costs and
expenses incurred in connection with such suit or proceeding,
regardless of whether any provision of this Agreement is reformed
under Section 14(ix).

          (xi) Enforcement.  You understand and agree that any
violation of this Section 14 shall be deemed to be material to
continuing employment and could result in disciplinary action,
including termination.  You acknowledge that valid consideration
has been received, that the provisions of this Section 14 are
reasonable, that they are the result of arms length negotiations
between the parties, that in the event of a violation of the
provisions contained herein, the Companies' damages would be
difficult to ascertain, and that the legal remedy available to
the Companies for any breach of this Section 14 on the part of
you will be inadequate.  Therefore, you expressly acknowledge and
agree that in the event of any threatened or actual breach of
this Section 14, the Companies shall be entitled to specific
enforcement of this Section 14 through injunctive or other
equitable relief in a court with appropriate jurisdiction.  The
existence of any claim or cause of action by you or another
against the Companies, whether predicated on this Section 14 or
otherwise, shall not constitute a defense to enforcement by the
Companies of this Section 14.

          (xii)     Return of Confidential Information,
Inventions and Works to Employer. Upon termination of your
employment, for whatever reason, or upon request by the
Companies, you will deliver to the Companies all Confidential
Information including, but not limited to, the originals and all
copies of notes, sketches, drawings, specifications, memoranda,
correspondence


<PAGE>

[Name]
[Date]
Page 16

and documents, records, notebooks, computer
systems, computer disks and computer tapes and other repositories
of Confidential Information then in your possession or under your
control, whether prepared by you or by others.  Upon termination
of your employment, for whatever reason, or upon request by the
Companies, you will deliver to the Companies, the originals and
all copies of Works and Inventions, then in your possession or
under your control.

          15.  Counterparts.  This Agreement may be executed in
several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.

          16.         Payment Obligations Absolute.  Except as is
expressly provided in Section 5(iv), the Corporation's obligation
to make the payments and the arrangements provided for herein
shall be absolute and unconditional, and shall not be affected by
any circumstances, including, without limitation, any offset,
counterclaim, recoupment, defense, or other right which the
Corporation may have against you or any other party.  All amounts
payable by the Corporation hereunder shall be paid without notice
or demand.  Except as expressly provided in Section 5(iii), (vi)
and (vii), each and every payment made hereunder by the
Corporation shall be final, and the Corporation shall not seek to
recover all or any part of such payment from you or from
whomsoever may be entitled thereto, for any reasons whatsoever

          17.         Contractual Rights to Benefits.  This
Agreement establishes and vests in you a contractual right to the
benefits to which you are entitled hereunder.  Nothing herein
contained shall require or be deemed to require, or prohibit or
be deemed to prohibit, the Corporation to segregate, earmark, or
otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required
hereunder.  You shall not be obligated to seek other employment
in mitigation of the amounts payable or arrangements made under
any provision of this Agreement, and the obtaining of any such
other employment shall in no event effect any reduction of the
Company's obligations to make the payments and arrangements
required to be made under this Agreement.


<PAGE>

[Name]
[Date]
Page 17


          If this letter correctly sets forth our agreement on
the subject matter hereof, kindly sign and return to the
Corporation the enclosed copy of this letter which will then
constitute our agreement on this subject.

                              Sincerely,

                              ALLEGHENY ENERGY, INC.


                              By   ______________________________
                                Name:  Alan J. Noia
                                Title:    Chairman of the Board


Agreed to this ______ day
of _______________, 1999.



___________________________
Employee



<PAGE>

[Name]
[Date]
Page 18


                            EXHIBIT A


                 RIGHTS TO INVENTIONS AND WORKS

                             [None]