Form DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

x	Soliciting Material pursuant to § 240.14a-12

ALLEGHENY ENERGY, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

EXPLANATORY NOTE

The following are excerpted portions from the slide presentation used during Allegheny Energy, Inc.’s first quarter earnings conference call held on Wednesday, May 5, 2010 at 1:00 p.m. EST. The excerpted portions attached relate to the pending merger of Allegheny Energy, Inc. and FirstEnergy Corp. and are not a complete set of the slides used in the presentation. Excerpts from the transcript of this earnings conference call will be filed as soon as they become available.

Forward-Looking Statements

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

In addition to historical information, this presentation contains a number of "forward-looking statements" as defined in the Private Securities Litigation

Reform Act of 1995. Forward-looking statements involve estimates, expectations, and projections and, as a result, are subject to risks and uncertainties.

Forward-looking statements often may be identified by the use of words such as anticipate, expect, project, intend, plan, believe and words and terms of

similar substance used in connection with any discussion of future plans, actions or events. However, the absence of these or similar words does not mean

that any particular statement is not forward-looking. Forward-looking statements in this presentation may relate to, among other matters: regulatory issues,

including but not limited to environmental regulation, and the status of retail generation service supply competition in states served by Allegheny’s delivery

business, Allegheny Power; financing plans; market demand for energy, the cost and availability of raw materials, including coal and natural gas, and

Allegheny’s ability to enter into, modify and enforce long-term fuel purchase agreements; provider-of-last resort and power supply contracts; results of

litigation; results of operations; internal controls and procedures; capital expenditures; status and condition of plants and equipment; changes in

technology and their effects on the competitiveness of Allegheny’s generation facilities; work stoppages by Allegheny’s unionize employees; capacity

purchase commitments; statements about the benefits of the proposed merger involving Allegheny and FirstEnergy, including future financial and

operating results; Allegheny’s and FirstEnergy’s plans, objectives, expectations and intentions; the expected timing of completion of the transaction; and

other statements relating to the merger that are not historical facts. There can be no assurance that actual results will not materially differ from

expectations. Actual results have varied materially and unpredictably from past expectations. Factors that could cause actual results to differ materially

include, among others, the following: the results of regulatory proceedings, including proceedings related to rates; plant performance and unplanned

outages; volatility and changes in the price and demand for energy and capacity and changes in the value of financial transmission rights; volatility and

changes in the price of coal, natural gas and other energy-related commodities; Allegheny’s ability to enter into, modify and enforce supplier performance

under long-term fuel purchase agreements; the ability and willingness of counterparties to satisfy their financial and performance obligations; changes in

the weather and other natural phenomena; changes in Allegheny’s requirements for, and the availability and price of, emission allowances; changes in

industry capacity, development and other activities by Allegheny’s competitors; changes in market rules, including changes to the participant rules and

tariffs for PJM Interconnection, LLC and defaults by other market participants; the loss of any significant customers or suppliers; changes in both customer

usage and customer switching behavior and their resulting effects on existing and future load requirements; dependence on other electric transmission and

gas transportation systems and their constraints on availability; environmental regulation; changes in other laws and regulations applicable to Allegheny,

its markets or its activities; changes in the underlying inputs and assumptions, including market conditions used to estimate the fair values of commodity

contracts; complications or other factors that make it difficult or impossible to obtain necessary lender consents or regulatory authorizations on a timely

basis; recent and any future disruptions in the financial markets and changes in access to capital markets; the availability of credit; actions of rating

agencies; inflationary and deflationary trends and interest rate trends; the effect of accounting pronouncements issued periodically by accounting

standard-setting bodies; entry into, any failure to consummate, or any delay in the consummation of, contemplated asset sales or other strategic

transactions; the likelihood and timing of the completion of the proposed merger with FirstEnergy, the terms and conditions of any required regulatory

approvals of the proposed merger, the impact of the proposed merger on Allegheny’s employees and the potential diversion of management’s time and

attention from ongoing business during this time period; general economic conditions; and other risks, including the continuing effects of global

instability, terrorism and war. Additional risks and uncertainties are identified and discussed in Allegheny's reports and registration statements filed with

the Securities and Exchange Commission. Risks and uncertainties associated with the merger are more fully discussed in the preliminary joint proxy

statement/prospectus that is included in the Registration Statement on Form S-4 (Registration No. 333-165640) that was filed by FirstEnergy with the SEC in

connection with the merger. Additional risks and uncertainties associated with the merger are identified and discussed in Allegheny’s and FirstEnergy’s

reports filed with the SEC and available at the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date of this document. Allegheny disclaims any obligation to update its forward-looking statements to reflect events

or circumstances after the date of this presentation, except as may be required by law.

Forward-Looking Statements

Certain information in this presentation is based upon an internal model that incorporates assumptions regarding

future market conditions, including power and commodity prices, demand conditions, and the operating performance

and dispatch characteristics of our generating facilities, among

other factors. Many of these assumptions are based

upon highly variable market factors outside of our control and ultimately may differ significantly from the

assumptions currently included in our model. As a result, our model and the related forward-looking information

included in this presentation are subject to change. The information in this presentation that is derived from our

internal model is based in part on market conditions, forward prices and our hedged position as of March 31, 2010.

We intend to update this information on a quarterly basis.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger, FirstEnergy filed a Registration Statement on Form S-4 (Registration

No.

333-165640) with the SEC that includes a preliminary joint proxy statement of Allegheny and FirstEnergy and that

also constitutes a preliminary prospectus of FirstEnergy. Allegheny and FirstEnergy will mail the definitive joint proxy

statement/prospectus to their respective shareholders. Allegheny and FirstEnergy urge investors and shareholders

to read the definitive joint proxy statement/prospectus regarding the proposed merger when it becomes available, as

well as other documents filed with the SEC, because they will contain important information. You may obtain copies

of all documents filed with the SEC regarding this proposed transaction, free of charge, at the SEC’s website

(www.sec.gov). You may also obtain these documents, free of charge, from Allegheny’s website

(www.alleghenyenergy.com) under the tab “Investors”

and then under the heading “SEC Filings.”

You may also

obtain these documents, free of charge, from FirstEnergy’s website (www.firstenergycorp.com) under the tab

“Investors”

and then under the heading “Financial Information”

and then under the item “SEC Filings.”

PARTICIPANTS IN THE MERGER SOLICITATION

FirstEnergy, Allegheny and their respective directors, executive

officers and certain other members of management

and employees may be soliciting proxies from Allegheny and FirstEnergy shareholders in favor of the merger and

related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in

the solicitation of Allegheny and FirstEnergy shareholders in connection with the proposed merger is set forth in the

preliminary joint proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.

You can find information about Allegheny’s executive officers and directors in its definitive proxy statement filed with

the SEC on March

19, 2010 and Annual Report on Form 10-K filed with the SEC on March

1, 2010. You can find

information about FirstEnergy’s executive officers and directors in its definitive proxy statement filed with the SEC on

April

1, 2010 and Annual Report on Form 10-K filed with the SEC on February

19, 2010. Additional information about

Allegheny’s executive officers and directors and FirstEnergy’s executive officers and directors can be found in the

above-referenced Registration Statement on Form S-4. You can obtain free copies of these documents from Allegheny

and FirstEnergy using the website information above.

Significant up-front benefit to shareholders

2010 Priorities:

FirstEnergy Merger

Significant benefits to shareholders

Diversifies fuel mix by adding nuclear capacity

2010 Priorities:

FirstEnergy Merger

Significant benefits to shareholders

Diversifies fuel mix by adding nuclear capacity

Provides greater scale and scope

2010 Priorities:

FirstEnergy Merger

Greater Scale and Scope

Revenue:

$16.4 billion

Electric Customers:

6.1 million

Rate Base:

$10.8 billion

Total Generation:

24 GW

Competitive Generation:

21 GW

Service Territory:

67,000 sq miles

Employees:

~17,750

FirstEnergy Service Territory

Allegheny Service Territory

FirstEnergy Plants

Allegheny Plants

Combined Statistics

Significant benefits to shareholders

Diversifies fuel mix by adding nuclear capacity

Provides greater scale and scope

Strong business portfolio, excellent growth

opportunities

2010 Priorities:

FirstEnergy Merger

Merger Timeline

Announced

merger,

filed S-4

File with

FERC,

states

Shareholder

meetings

Complete merger

2010

2011

Business as usual

Focus on core business

Execute on goals and objectives

Long-term value drivers intact

Positioned for strong future growth

Well-positioned for economic recovery

Summary