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 of certain materials that will be provided in connection with Allegheny Energy, Inc.’s participation in the Citigroup Power, Gas, Coal and Alternative Energy Conference to be held on June 7 and 8th, 2010. The attached excerpted portions relate to the pending merger of Allegheny Energy, Inc. and FirstEnergy Corp. A full text of the materials distributed at the conference will also be available at www.alleghenyenergy.com.

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.

Non-GAAP Financial Measures

This

presentation

includes

non-GAAP

financial

measures

as

defined

in

the

Securities

and

Exchange

Commission’s

Regulation

G.

Where

noted,

the

presentation

shows

certain

financial

information

on

an

“as

adjusted”

basis,

to

exclude

the

effect

of

certain

items

as

described

herein.

By

presenting

“as

adjusted”

results,

management

intends

to

provide

investors

with

a

better

understanding

of

the

core

results

and

underlying

trends

from

which

to

consider

past

performance

and

prospects

for

the

future.

Users

of

this

financial

information

should

consider

the

types

of

events

and

transactions

for

which

adjustments

have

been

made.

“As

adjusted”

information

should

not

be

considered

in

isolation

or

viewed

as

a

substitute

for,

or

superior

to,

net

income

or

other

data

prepared

in

accordance

with

GAAP

as

measures

of

our

operating

performance

or

liquidity.

In

addition,

the

“as

adjusted”

information

is

not

necessarily

comparable

to

similarly

titled

measures

provided

by

other

companies.

Pursuant

to

the

requirements

of

Regulation

G,

reconciliations

of

non-GAAP

financial

measures

in

this

presentation

to

the

most

directly

comparable

GAAP

measures

are

contained

herein

or

within

our

earnings

release

and

the

tables

attached

thereto,

which,

together

with

this

presentation,

are

available

on

our

Investors

page

at

www.alleghenyenergy.com.

We

have

not

included

reconciliations

of

the

forward-looking

non-GAAP

financial

measures

included

in

this

presentation

to

the

most

directly

comparable

GAAP

financial

measures,

because

it

is

not

possible

to

predict

in

the

manner

necessary

for

a

quantitative

reconciliation

the

amount

of

the

items

that

we

would

remove

from

GAAP

earnings,

such

as

unrealized

gains

or

losses

on

our

economic

hedges.

The

probable

significance

of

providing

these

forward-looking

non-GAAP

financial

measures

without

the

directly

comparable

GAAP

financial

measures

is

that

the

non-GAAP

financial

measures

may

be

materially

different

from

the

corresponding,

actual

GAAP

financial

measures.

Significant benefits to shareholders

Premium

Dividend increase

Diversifies fuel mix by adding nuclear capacity

Provides greater scale and scope

Strong business portfolio, excellent growth

opportunities

FirstEnergy Merger

FirstEnergy Merger:

Diversifies Fuel Mix

Coal:  Unscrubbed

19%

Coal:  Scrubbed

46%

Natural Gas

9%

Non-Emitting

1

26%

Combined Generation Capacity

December 31, 2009

1

Includes nuclear, wind and hydro

OH

MI

NY

PA

IN

VA

WV

NJ

KY

OH

MI

NY

PA

IN

VA

WV

NJ

KY

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

FirstEnergy Merger:

Timeline

Announced

merger,

filed S-4

Filed with:

FERC

PA

WV

MD

VA

Shareholder

meetings

Complete merger

2010

2011

Q1

Q4

Q2

Q3

Q1

Q2