exv10w4






Exhibit 10.4




Adopted March 4, 2004

Approved by Stockholders May 13, 2004

Amended May 17, 2007




ALLEGHENY ENERGY, INC.

NON-EMPLOYEE DIRECTOR STOCK PLAN




     1. Purpose And Effective Date. The purpose of this Plan is to aid the Company in
attracting and retaining Non-Employee Directors by encouraging and enabling the acquisition of a
financial interest in the Company by Non-Employee Directors through the issuance of Shares with
respect to their services as a director of the Company. This Plan shall supersede and replace the
Company’s policy of granting $12,000 worth of the Company’s common stock to each Non-Employee
Director annually as part of their director compensation.



     This Plan shall become effective upon its approval by the stockholders of the Company, but
issuance of Shares shall not be made until the receipt of any required regulatory approvals.



     2. Definitions.



     As used in this Plan:



     2.1. The term “Board” means the Board of Directors of the Company.



     2.2. The term “Company” means Allegheny Energy, Inc., a Maryland corporation.



     2.3. The term “Non-Employee Director” means any person who is elected or appointed to the
Board and who is not, as of the date eligibility for participation in this Plan is determined, an
employee of the Company or any of its subsidiaries.



     2.4. The term “Payment Date” means March 31, June 30, September 30 and December 31 of each
Year.



     2.5. The term “Plan” means this 2004 Non-Employee Director Stock Plan, as it may be amended
from time to time.



     2.6. The term “Quarter” means the three (3) month period preceding a Payment Date.



     2.7. The term “Share” means a share of common stock, $1.25 par value, of the Company.



     2.8. The term “Share Payment” has the meaning set forth in Section 4.1.



     2.9. The term “Year” means the calendar year.



     3. Eligibility. Participation in this Plan is limited to Non-Employee Directors.



     4. Share Payment.



     4.1. Subject to Section 4.2, on March 31, 2004, and on each Payment Date thereafter, the
Company shall issue to each person then serving as a Non-Employee Director (and to any person whose
services as a
Non-Employee Director terminated during the Quarter as a result of death or disability) such
number of Shares as shall be determined by the Board from time to time (the “Share Payment”), not
to exceed one thousand (1,000) shares per quarter (the “Quarterly Limit”), as compensation for
services performed as a Non-Employee Director during the Quarter.



     4.2. No Share Payments will be made under this Plan until after the approval of this Plan
by the stockholders of the Company and the receipt of any required regulatory approvals; provided,
however, that



 









 







Adopted March 4, 2004

Approved by Stockholders May 13, 2004

Amended May 17, 2007



any Share Payments otherwise payable but for this Section 4.2 will be paid within 10
business days of the Company’s receipt of the last of any such required approvals.




     4.3. As soon as practicable after each Payment Date, the Company shall cause to be issued
and delivered to each Non-Employee Director a stock certificate, registered in the name of such
Non-Employee Director, evidencing the Share Payment pursuant to this Plan. Each such stock
certificate will bear an appropriate legend with respect to restrictions on transferability, if
applicable.



     The Share Payment may be effected on a noncertificated basis, to the extent not prohibited by
applicable law or the rules or requirements of any applicable stock exchange.



     4.4. Non-Employee Directors shall not be deemed for any purpose to be, or have any rights
as, stockholders of the Company with respect to any Shares awarded under this Plan except if, as
and when Shares are issued and then only from the date of issuance of such Shares. No adjustment
shall be made for dividends or distributions or other rights for which the record date is prior to
the date of issuance.



     5. Shares Subject To The Plan. Subject to adjustment as provided below, an aggregate of
300,000 Shares shall be available for issuance under the Plan. The Shares to be issued under the
Plan may be made available from authorized but unissued Shares or Shares held in the treasury. Any
change in the number of outstanding Shares of the Company occurring through stock splits,
combination of Shares, recapitalization, stock dividends, or other similar changes in the Company’s
capital stock after the adoption of Plan shall be appropriately reflected in an increase or
decrease in the amount of the Quarterly Limit and the aggregate number of Shares available for
issuance under the Plan. The Board shall have the power and sole discretion to determine the
amount of the adjustment to be made in each case.



     6. Amendment And Discontinuance.



     6.1. The Board may, without further action by the stockholders, amend this Plan or
condition or modify Shares issued under this Plan (a) to conform this Plan to securities or other
laws, or rules, regulations or regulatory interpretations thereof, applicable to this Plan, or (b)
to comply with stock exchange rules or requirements.



     6.2. Subject to Section 6.4, the Board may from time to time amend this Plan, or any
provision thereof, without further action of the Company’s stockholders, except that:




     (a) No amendment may affect a Non-Employee Director’s rights with respect to any
Shares issued under this Plan prior to such amendment without such Non-Employee
Director’s consent.




     (b) No amendment may change the number of Shares available for issuance under the
Plan or increase the Quarterly Limit without the approval of the stockholders of the
Company.




     (c) This Section 6.2 may not be amended.



     6.3 The Board may suspend or discontinue this Plan in whole or in part, but any such
suspension or discontinuance shall not affect Share Payments under this Plan prior thereto.



     6.4 Notwithstanding anything to the contrary in this Section 6, any amendment to this Plan
must comply with all applicable legal requirements including without limitation, compliance with
securities, tax, or other laws, or rules, regulations or regulatory interpretations thereof,
applicable to this Plan, or the requirements of the exchanges on which Shares may, at the time, be
listed, and any requirements of other governmental or regulatory authorities (including, without
limitation, any requirements for stockholder approval).



 









 







Adopted March 4, 2004

Approved by Stockholders May 13, 2004

Amended May 17, 2007




     7. Compliance With Applicable Legal Requirements. No Share Payments shall be made unless
such Share Payments comply with all applicable legal requirements including without limitation,
compliance with the provisions of the Securities Act of 1933, as amended, the Public Utility
Holding Company Act of 1935, as amended, the requirements of the exchanges on which Shares may, at
the time, be listed, and any requirements of other governmental or regulatory authorities.



     8. Deferral Election. Notwithstanding Section 4 or any other provision in this Plan to
the contrary, each Non-Employee Director shall have the right to elect to defer the entire amount
of the Share Payments otherwise payable to him in accordance with the Allegheny Energy, Inc.
Revised Plan for Deferral of Compensation of Directors or any successor plan, as long as any such
plan shall remain in effect.



     9. Administration. Subject to all applicable legal requirements, including without
limitation, compliance with securities, tax or other laws, or rules, regulations or regulatory
interpretations thereof, applicable to the Plan, or the requirements of the exchanges on which
Shares may, at the time, be listed, and any requirements of other governmental or regulatory
authorities (including, without limitation, any requirements for stockholder approval), the Plan
shall be administered by the Board, which shall have the sole authority to construe and interpret
the terms and provisions of the Plan. The Board shall maintain records and disburse payments
hereunder. The Board’s interpretations, determinations, regulations and calculations shall be final
and binding on all persons and parties concerned. The Board may adopt, amend and rescind such rules
and regulations as it deems necessary, desirable or appropriate in administering the Plan, and the
Board may act at a meeting, in a written action without meeting or by having actions otherwise
taken by a member of the Board pursuant to a delegation of duties from the Board. The determination
of the Board as to any disputed questions arising under the Plan, including questions of
construction and interpretation, shall be final, binding and conclusive upon all persons.