NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.9

ALLEGHENY ENERGY, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN
Amended and Restated as of January 1, 2008

          Allegheny Energy, Inc. (the “Company”) hereby establishes the Allegheny Energy, Inc. Nonqualified Deferred Compensation Plan (the “Plan”).

     1. Purpose And Effective Date. The purpose of the Plan is to provide tax-deferred savings to a select group of key executive – level employees by allowing them to elect to defer compensation otherwise payable to them under the Company’s Annual Incentive Plan (the “AIP”). This Plan originally became effective upon its approval by the Company’s Board of Directors (the “Board”). The Plan is hereby amended and restated effective January 1, 2008 to update the Plan for certain changes in the applicable law and to make certain other clarifying changes.

     2. 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, and any requirements of other governmental or regulatory authorities, the Plan shall be administered by the Management Compensation and Development Committee of the Board (the “Committee”), which shall have the sole authority to construe and interpret the terms and provisions of the Plan. The Committee’s actions shall be final and binding on all persons and parties. The Committee may retain any accounting, legal, clerical and other services reasonably required by it in the administration of the Plan. The Committee may agree to pay reasonable compensation for such services, and the Company shall pay all of the reasonable expenses of the administration of the Plan. In addition, the Committee shall establish a process for (i) Plan participants and beneficiaries to submit claims and (ii) making decisions on claims under the Plan.

     3. Eligibility and Participation.

     3.1 Eligibility to participate in the Plan is limited to employees of the Company at the level of director or above who are then eligible for participation in the AIP.

     3.2 Each individual eligible to participate shall become a participant (a “Participant”) by electing, pursuant to a deferred compensation election form provided by or acceptable to the Committee, to defer receipt of a percentage of “Eligible Compensation” otherwise payable to such Participant with respect to such calendar year. A deferral election shall be irrevocable for the calendar year for which it is made and shall terminate automatically at the end of such calendar year. For the purposes hereof, a Participant’s “Eligible Compensation” with respect to any calendar year shall mean the amount, if any, of the award payable to such Participant with respect to such year under the AIP (with such amount being ordinarily payable in the following year absent a deferral election hereunder). No deferral election may reduce a Participant’s compensation below the amount necessary to satisfy applicable employment taxes, the withholding requirements under applicable law and the amount of any contributions which the individual may be required to make or may have elected to make under other benefit plans.

     3.3 The Plan’s initial plan year shall begin on the date on which this Plan is adopted by the Board and end on December 31, 2004. Each Participant who wishes to participate in the Plan and defer a portion of his or her Eligible Compensation with respect to the initial plan year must submit an election form no later than thirty days after the date this Plan is adopted by the Board.

     3.4 Subsequent plan years shall begin on January 1 and end on December 31. Each eligible individual who wishes to participate in the Plan and defer a portion of his or her Eligible Compensation must submit an election form no later than December 20 of the year immediately prior to the plan year with respect to which the election is to be effective, or as otherwise determined by the Committee. If an individual becomes eligible for the Plan after the first day of any plan year, he or she must file an election with the Committee no later than 30 days after such individual becomes eligible to participate in the Plan; provided, however, that such election shall apply only to Eligible Compensation earned after the date of such election.

     3.5 A Participant shall continue to be a Participant until the entire amount due under the Plan, if any, is paid to the Participant and/or his or her beneficiary. Each Participant shall be bound by all of the terms and conditions of the Plan, all rules and regulations established from time to time by the Committee and all decisions made by the Committee in accordance with the Plan. Each Participant must furnish to the Committee all pertinent information and execute all forms, agreements and other instruments requested by the Committee.

     4. Crediting of Accounts.

     4.1 The Committee shall establish a bookkeeping account (the “Account”) on behalf of each Participant under the Plan. For each plan year, the Committee shall accrue the amount of Eligible Compensation elected by the Participant to be deferred under the Plan and credit each Participant’s Account with such amount on the date such Eligible Compensation would have otherwise been payable to the Participant in the absence of an election hereunder. The Committee shall credit and/or debit each Participant’s Account based upon the performance of a Participant’s deemed investments in a manner and at times prescribed by the Committee.

     4.2 A Participant may elect in a manner prescribed by the Committee to have a specified percentage of his or her Account invested in one or more investment option(s) made available by the Committee from time to time. In accordance with any procedures established by the Committee, each Participant may elect to change the deemed investment(s) of all or a portion of his or her Account among the investment options then allowed by the Plan. The Participant shall assume all risks in connection with the value credited (or debited) to the Participant’s Account as a result of his or her election. The Committee, in its sole discretion, may add, delete or otherwise alter the investment options at any time. Notwithstanding the foregoing, the investment options made available to Participants under the Plan shall be comparable to those which a participant may elect under the Allegheny Energy Employee Stock Ownership and Savings Plan.

     4.3 Statements will be sent to Participants following the end of each year as to the value of their Accounts as of December 31 of such year.

     5. Payment of Benefits.

     5.1 Each Participant shall be 100% vested at all times in amounts held in his or her Account.

     5.2 At the time that a Participant makes an election to defer Eligible Compensation for a particular calendar year as described in Section 3, the Participant shall make an irrevocable distribution election to have the Eligible Compensation deferred for such calendar year (and any interest or earnings accrued thereon) distributed to him in a single lump-sum cash payment no later than 30 business days after: (i) the first day of a calendar year that is no less than 12 months and a day from the date of the distribution election, or (ii) the date that the Participant has a Separation from Service (as define