Amendment to Employment Contract of VP and General Counsel



 Exhibit 10.19 
  
 Allegheny Energy Service Corporation 
 800 Cabin
Hill Drive 
 Greensburg, PA 15601 
  
 February 18, 2004 
  
 David B. Hertzog 
 c/o Allegheny Energy, Inc. 
 800 Cabin Hill Drive 
 Greensburg, PA 15601 
  
 Dear David: 
  
 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 July 18, 2003. Pursuant to Section 5(a)(i) of the Agreement, you were
entitled to receive a grant of stock options for 300,000 shares of AEI Common Stock under the AEI Long-Term Incentive Plan on January 2, 2004, or stock appreciation rights or an alternative adjustment to your compensation of equivalent value and
opportunity reasonably acceptable to you if authorization of such stock options was not obtained under the Public Utilities Holding Company Act of 1935 (“PUHCA”) by such date. As you are aware, authorization of your stock option award
under PUHCA was not obtained until February 10, 2004. 
  
 Accordingly, you, AESC and AEI hereby agree that the Agreement is hereby amended as follows: 
  
 1. Amendment to Section 5(a)(i) of the Agreement. Section 5(a)(i) of the Agreement is hereby amended to read as follows: 
  
 “(i) Option Grant. On the fifth business
day following the date that AESC obtains authorization under the Public Utilities Holding Company Act of 1935 (the “Authorization Date”), AESC shall grant the Executive stock options (the “Options”) for 300,000
shares of AEI Common Stock under the Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (the “LTIP”) at a per share exercise price equal to the per share closing price of AEI Common Stock on the date of grant, as quoted in the
NYSE Composite Transaction Listing in The Wall Street Journal. Such grant shall be evidenced by an award agreement substantially in the form of Exhibit A.” 
  
 2. Amendments to Section 5 (c)(i) of the Agreement. The references to January 2, 2004 in clauses (1) and (2) of
Section 5(c)(i) of the Agreement are hereby amended to refer to the Authorization Date and the 2004 Closing Price is defined to mean the per share closing price of AEI Common Stock on the Authorization Date as quoted in the NYSE Composite
Transaction listing in The Wall Street Journal. 
  










 Mr. David B. Hertzog 
 January 18, 2004 
 Page 2 
  

 Except as specifically amended hereby, all of the terms and provisions of the Agreement shall remain
unchanged and are hereby ratified and confirmed. Please signify your agreement with the foregoing by signing the attached copy of this letter in the place indicated. 
  

			
	Very truly yours,
	
	Allegheny Energy Service Corporation
		
	By:	 	 /s/ Paul J. Evanson

	 	 	

	 	 	 Paul J. Evanson

	 	 	 Chairman, President, and
 Chief Executive Officer

	
	Allegheny Energy, Inc.
		
	By:	 	 /s/ Paul J. Evanson

	 	 	

	 	 	 Paul J. Evanson

	 	 	 Chairman, President, and
 Chief Executive Officer



  

	
	AGREED AND ACCEPTED:
	
	 /s/ David B. Hertzog

	

	 David B. Hertzog