X0202 4 2005-12-21 0 0000003673 ALLEGHENY ENERGY, INC AYE 0001266111 GOULDING PHILIP L C/O ALLEGHENY ENERGY, INC. 800 CABIN HILL DRIVE GREENSBURG PA 15601 0 1 0 0 VP, Strategic Planning & CCO Common Stock, $1.25 par value 2005-12-21 4 M 0 30000 31.775 A 61993 D Common Stock, $1.25 par value 2005-12-21 4 F 0 9906 31.775 D 52087 D Stock Units 2005-12-21 4 M 0 30000 D Common Stock 30000 90000 D Represents shares of the Issuer's Common Stock issued to Mr. Goulding in connection with the vesting Stock Units. Represents shares of the Issuer's Common Stock withheld by the Issuer in connection with the payment of applicable taxes incident to the vesting of Stock Units and receipt of the underlying shares of the Issuer's Common Stock. Calculated based on the average of the high and low sale prices for a share of the Issuer's Common Stock on the New York Stock Exchange on December 21, 2005. Mr. Goulding was granted 150,000 Stock Units on February 18, 2004. One-fifth of the Stock Units vested on October 31, 2004. An additional one-fifth of the Stock Units vested on October 13, 2005, and Mr. Goulding elected to defer receipt of the shares underlying those Stock Units until a future date. Based upon regulatory changes prompted by the American Jobs Creation Act, the IRS has issued transition relief provisions permitting the cancellation or adjustment of previous deferral elections that are subject to IRC section 409A. Pursuant to this transition relief, Mr. Goulding elected to cancel his previous deferral election and take payment as set forth above. The remaining Stock Units will vest in equal installments on each October 13th from 2006 through 2008 in accordance with the terms of Mr. Goulding's employment agreement. The Issuer will pay Mr. Goulding the full value of each vested Stock Unit in stock, subject to his election to defer payments, if any. /s/ Amanda J. Skov, Attorney-in-Fact 2005-12-22