Exhibit 10.3
                                                                    ------------


Allegheny Energy Supply Company, LLC
Rate Schedule FERC No. 7


               ALLEGHENY ENERGY SUPPLY COMPANY, LLC RATE SCHEDULE
                                 (WEST VIRGINIA)
--------------------------------------------------------------------------------

CONTACT:                   The Potomac Edison Company dba Allegheny Power
                           Energy Procurement Division
                           Attention:  Mark A. Mader
                           800 Cabin Hill Drive
                           Greensburg, PA  15601
                           Phone:  724-838-6276
                           FAX:  724-830-5404

BILLING ADDRESS:           800 Cabin Hill Drive
                           Greensburg, PA  15601

AE MARKETER:               Allegheny Energy Supply Company, LLC ("AE Supply")
                           Attention:  Jan M. Hanks
                           Phone:  724-853-3827
                           FAX:  724-853-3786

TRANSACTION:               E00-0003

GENERAL:                   This  is  a  "services  provision"  product  that  is
                           designed  and  priced  to  provide  the   flexibility
                           necessary  to  serve  a  variable  retail  load.  The
                           inherent  flexibility of this product is not intended
                           to permit arbitrage in the wholesale markets.  At its
                           sole discretion,  AE Supply may source the generation
                           components of this  product,  in whole or in part, at
                           any  time,  from  any  number  of  suppliers  in  the
                           wholesale generation market, provided applicable ECAR
                           rules are observed.

                           Other non-rate terms and conditions may be negotiated
                           between the parties from time to time.

                           Allegheny  Power  agrees to exercise  best efforts to
                           minimize  the  risk to AE  Supply,  hereunder,  which
                           includes but is not limited to the following: enforce
                           its  tariff   provisions,   enforce  retail  contract
                           provisions,   enforce  PURPA   contract   provisions,
                           implement  a  generation  buy-back  program,  support
                           favorable regulatory initiatives, and actively manage
                           the  regulated  West  Virginia   jurisdictional  load
                           obligation or default service, as appropriate.


Issued by David C. Benson, Vice President,             Effective: August 1, 2000
Allegheny Energy Supply Company, LLC
Issued on August 30, 2000

<PAGE>


Allegheny Energy Supply Company, LLC
Rate Schedule FERC No. 7


TERM OF SERVICE:           August 1, 2000 through  December 31, 2010 or 10 years
                           from the date of the  initiation  of retail  electric
                           competition  in West  Virginia,  whichever  is later.
                           After 2010, this Agreement shall  automatically renew
                           upon  the   anniversary   date  and  each  subsequent
                           anniversary date, for a period of one (1) year, until
                           cancelled by AE Supply.

DELIVERY POINT(S):         Into Allegheny Power Control Area, Seller's Choice

                           AE Supply will deliver firm power to Allegheny  Power
                           into the Allegheny Power  electrical  control area at
                           any Allegheny Power  transmission  interconnection(s)
                           and/or  generator   step-up   transformer(s)   within
                           Allegheny Power.

                           AE Supply,  at its sole discretion,  may schedule the
                           delivery  of firm  power  to  Allegheny  Power in any
                           combination  of MW amounts and at any  combination of
                           delivery  points,  such that the total  power  supply
                           requirements under this Agreement are met.

SCHEDULING:                Hours ending 01:00 through 24:00 EPT (24 hours)

                           Daily retail schedules will be submitted by Allegheny
                           Power to AE Supply by 11:30 EPT, one (1) business day
                           prior  to  delivery.  A  business  day is any  Monday
                           through Friday excluding NERC holidays.

                           AE Supply 24-Hour Trading Desk:  724-853-3700
                                                      FAX:  724-853-3786

                           AE Supply will act as agent for Allegheny  Power with
                           respect  to  scheduling   with  the  Allegheny  Power
                           Control  Area  or  its   successor,   including   any
                           adjustments thereto,  deemed necessary by the Control
                           Area or AE Supply.

TYPE OF SERVICES:          AE Supply will provide firm power,  through any means
                           available,  including  purchases  in  amounts  up  to
                           Allegheny Power's full regulated  jurisdictional load
                           obligation  prior to retail electric  competition and
                           full default  service retail  requirements  after the
                           implementation of retail electric competition for the
                           Potomac  Edison  franchise  within  the state of West
                           Virginia,  including all losses and energy  imbalance
                           charges,  whether  those  charges  are for  Supply or
                           Consumption imbalance within Allegheny Power.


Issued by David C. Benson, Vice President,             Effective: August 1, 2000
Allegheny Energy Supply Company, LLC
Issued on August 30, 2000

<PAGE>


Allegheny Energy Supply Company, LLC
Rate Schedule FERC No. 7


PRICE:                     The  price  for  all  MWhs   delivered  and  services
                           provided hereunder shall be the greater of the actual
                           average   annualized   unbundled   generation   rate,
                           exclusive  of  ancillary  services,  or  102%  of the
                           incremental   cost  AE  Supply  incurs  in  providing
                           services   during  that   period.   For  purposes  of
                           intra-year  administration  of  this  Agreement,  the
                           estimated average unbundled generation rates for each
                           period are as follows:

                           PRE-COMPETITION:  Prior to the initiation of electric
                           retail  competition in West  Virginia,  the estimated
                           average unbundled generation rate shall be $31.57/MWh
                           or as  determined  based on the  power  supply  rates
                           established  by  the  West  Virginia  Public  Service
                           Commission.

                           YEAR 1  THROUGH  YEAR 4:  For the  first  four  years
                           following   the   initiation   of   electric   retail
                           competition in West Virginia,  the estimated  average
                           unbundled  generation  rates shall be as below, or as
                           determined   based   on  the   power   supply   rates
                           established  by  the  West  Virginia  Public  Service
                           Commission.

                                       YEAR 1             $31.57/MWh
                                       YEAR 2             $32.16/MWh
                                       YEAR 3             $32.37/MWh
                                       YEAR 4             $32.77/MWh

                           YEAR  5, 6 AND 7:  The  estimated  average  unbundled
                           generation  rate  shall  be  the  prior  year's  rate
                           escalated  at the higher of two  percent (2 %) or the
                           annual   percentage  change  in  the  Gross  Domestic
                           Product Price Index  (GDP-PI) minus one percent (1%),
                           based on the power  supply rates  established  by the
                           West Virginia Public Service Commission.

                           YEAR 8:  RESIDENTIAL & SMALL  COMMERCIAL & INDUSTRIAL
                           CUSTOMERS  (PE Rate  Schedules R, G, EM, MU, EMU, AL,
                           OL, MSL,  SL & PQ) The  estimated  average  unbundled
                           generation  rate  shall  be  the  prior  year's  rate
                           escalated  by the lesser of ten percent  (10%) or the
                           amount necessary to bring such rate to ninety percent
                           (90%)  of  the  market   price  to  provide   service
                           hereunder,   based   on  the   power   supply   rates
                           established  by  the  West  Virginia  Public  Service
                           Commission,  but in no event shall this adjustment be
                           less than zero.


Issued by David C. Benson, Vice President,             Effective: August 1, 2000
Allegheny Energy Supply Company, LLC
Issued on August 30, 2000

<PAGE>


Allegheny Energy Supply Company, LLC
Rate Schedule FERC No. 7


                           LARGE  COMMERCIAL  &  INDUSTRIAL  CUSTOMERS  (PE Rate
                           Schedules  E, CSH,  PH,  PP, LP & AGS) The  estimated
                           average  unbundled  generation rate shall be equal to
                           the market price, plus 2% administration  and hedging
                           fee, to provide service  hereunder,  unless otherwise
                           directed  by  the  West   Virginia   Public   Service
                           Commission.

                           YEAR 9:  RESIDENTIAL & SMALL  COMMERCIAL & INDUSTRIAL
                           CUSTOMERS  (PE Rate  Schedules R, G, EM, MU, EMU, AL,
                           OL, MSL,  SL & PQ) The  estimated  average  unbundled
                           generation  rate  shall  be  the  prior  year's  rate
                           escalated  at the higher of two  percent  (2%) or the
                           annual  percentage  change  in the  GDP-PI  minus one
                           percent  (1%),   based  on  the  power  supply  rates
                           established  by  the  West  Virginia  Public  Service
                           Commission.

                           LARGE  COMMERCIAL  &  INDUSTRIAL  CUSTOMERS  (PE Rate
                           Schedules  E, CSH,  PH,  PP, LP & AGS) The  estimated
                           average  unbundled  generation rate shall be equal to
                           the market price, plus 2% administration  and hedging
                           fee, to provide service  hereunder,  unless otherwise
                           directed  by  the  West   Virginia   Public   Service
                           Commission.

                           YEAR 10:  RESIDENTIAL & SMALL COMMERCIAL & INDUSTRIAL
                           CUSTOMERS  (PE Rate  Schedules R, G, EM, MU, EMU, AL,
                           OL, MSL,  SL & PQ) The  estimated  average  unbundled
                           generation  rate  shall  be  the  prior  year's  rate
                           escalated  by the lesser of ten percent  (10%) or the
                           amount necessary to bring such rate to ninety percent
                           (90%)  of  the  market   price  to  provide   service
                           hereunder,  based on the power supply rates  approved
                           by the West Virginia Public Service  Commission,  but
                           in no event shall this adjustment be less than zero.

                           LARGE  COMMERCIAL  &  INDUSTRIAL  CUSTOMERS  (PE Rate
                           Schedules  E, CSH,  PH,  PP, LP & AGS) The  estimated
                           average  unbundled  generation rate shall be equal to
                           the market price, plus 2% administration  and hedging
                           fee, to provide service  hereunder,  unless otherwise
                           directed  by  the  West   Virginia   Public   Service
                           Commission.


Issued by David C. Benson, Vice President,             Effective: August 1, 2000
Allegheny Energy Supply Company, LLC
Issued on August 30, 2000

<PAGE>


Allegheny Energy Supply Company, LLC
Rate Schedule FERC No. 7


                           YEAR 11 AND BEYOND:  Beginning in the  eleventh  year
                           subsequent  to  the  initiation  of  electric  retail
                           competition in West Virginia,  the estimated  average
                           unbundled  generation  rate for all customer  classes
                           shall  be  equal  to  the  market   price,   plus  2%
                           administration  and hedging  fee, to provide  service
                           hereunder, unless the Commission elects to extend the
                           capped  default  service  period,  in which  case the
                           average  unbundled  generation rate for each customer
                           class shall be determined by the West Virginia Public
                           Service Commission.

                           Allegheny  Power  will pay the  applicable  estimated
                           average  unbundled  generation  rate  each  month for
                           services  rendered  and will  true-up the payments to
                           the  actual  average   unbundled   generation   rate,
                           including reconciliation imbalances, (or the multiple
                           of   incremental   delivered   cost,  if  applicable)
                           subsequent  to year-end and when  pertinent  data are
                           available.  Intra-year  adjustments  to the estimated
                           booked-price,   from  time  to  time,   may  also  be
                           performed at Allegheny Power's discretion.

RESERVATION:               Allegheny  Power  will  provide  a  rolling  24 month
                           forecast of its  anticipated  retail load.  Allegheny
                           Power does not  guarantee  maximum  or minimum  load.
                           Reservations will be made on a monthly basis based on
                           the most recent retail forecast.

ASSIGNMENT:                In AE Supply's sole discretion, this Agreement may be
                           assigned  to  any  organizational   successor  of  AE
                           Supply.  Prior to  assignment,  AE Supply will notify
                           Allegheny Power of its intentions.

CANCELLATION:              AE Supply may cancel this  Agreement at any time with
                           twelve (12) months written notification. Upon receipt
                           of written notification,  purchases hereunder will be
                           reduced  to the  levels  indicated  by the  following
                           schedule:

                           270 days prior
                               to cancellation:   75% of the monthly reservation
                           180 days prior
                               to cancellation:   50% of the monthly reservation
                            90 days prior
                               to cancellation:   25% of the monthly reservation
                           Date of cancellation:   0% of the monthly reservation


Issued by David C. Benson, Vice President,             Effective: August 1, 2000
Allegheny Energy Supply Company, LLC
Issued on August 30, 2000

<PAGE>


Allegheny Energy Supply Company, LLC
Rate Schedule FERC No. 7


BILLING AND
PAYMENT:                   Each Monday or next subsequent business day if Monday
                           is a Banking or Company  holiday,  for the  preceding
                           seven-day period Sunday through  Saturday,  as deemed
                           necessary  by  AE  Supply,  AE  Supply  shall  notify
                           Allegheny Power via email of the amount to be prepaid
                           based on the  transactions  scheduled or a reasonable
                           estimate for the pertinent  period.  Allegheny  Power
                           shall  pay the  requested  prepaid  amount  within 24
                           hours of notification.

                           On or before the eighth  working day of each calendar
                           month,  AE Supply shall  calculate the amount due for
                           the  actual  deliveries  to  Allegheny  Power for the
                           previous  calendar  month.  That amount shall then be
                           reconciled  with the total prepaid  amounts  received
                           from  Allegheny  Power during the  previous  calendar
                           month.  Any  payment  or credit  due as the result of
                           such  reconciliation  shall be made by the end of the
                           twentieth (20th) calendar day of the month.

SPECIAL TERMS
AND CONDITIONS:            AE  Supply  will be  responsible  to meet all  retail
                           schedules  provided by Allegheny Power,  which retail
                           schedules shall meet the  notification  guidelines of
                           both Allegheny  Power electric  distribution  company
                           and AE Supply.

                           Interruptible Loads: Allegheny Power may have special
                           arrangements   with  certain  retail  customers  that
                           permit  curtailment for economic  reasons.  AE Supply
                           will notify  Allegheny Power by 9:00 am, one business
                           day prior to  delivery  of its  desire  to  interrupt
                           load,  including  the quantity of load  requested and
                           the period of the interruption.  Allegheny Power will
                           reply  to AE  Supply  no later  than  10:30 am of the
                           quantity  of  load  available  for  interruption.  AE
                           Supply and Allegheny  Power will share, at a ratio of
                           50/50,  the net benefits of the hourly price  avoided
                           or  received  for  each  MWh  of  load   interrupted.
                           Allegheny Power will provide sufficient documentation
                           to verify the load interrupted.

ALLEGHENY ENERGY SUPPLY COMPANY, LLC        THE POTOMAC EDISON COMPANY
                                            DBA ALLEGHENY POWER

By:  /s/ David C. Benson                    By: /s/ Ronald A. Magnuson
     --------------------------                 ---------------------------
         David C. Benson                            Ronald A. Magnuson


Title:  Vice President                      Title:  Vice President
       ------------------------                    ------------------------



Issued by David C. Benson, Vice President,             Effective: August 1, 2000
Allegheny Energy Supply Company, LLC
Issued on August 30, 2000