of “forward-looking statements” as defined in the Private Securities

Litigation Reform Act of 1995. 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 identify forward-looking statements. These include statements

with respect to: rate regulation and the status of retail generation

service supply competition in states served by Allegheny Energy’s

distribution business, Allegheny Power; financing plans; demand for

energy and the cost and availability of raw materials, including coal;

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;

capacity purchase commitments; regulatory matters; and accounting

issues. Forward-looking statements involve estimates, expectations and

projections and, as a result, are subject to risks and uncertainties.

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: plant

performance and unplanned outages; changes in the price of power and

fuel for electric generation; general economic and business conditions;

changes in access to capital markets; complications or other factors

that render it difficult or impossible to obtain necessary lender

consents or regulatory authorizations on a timely basis; environmental

regulations; the results of regulatory proceedings, including

proceedings related to rates; changes in industry capacity, development

and other activities by Allegheny Energy’s

competitors; changes in the weather and other natural phenomena; changes

in customer switching behavior and their resulting effects on existing

and future load requirements; changes in the underlying inputs and

assumptions, including market conditions used to estimate the fair

values of commodity contracts; changes in laws and regulations

applicable to Allegheny Energy, its markets or its activities; the loss

of any significant customers or suppliers; dependence on other electric

transmission and gas transportation systems and their constraints or

availability; changes in PJM, including changes to participant rules and

tariffs; the effect of accounting policies issued periodically by

accounting standard-setting bodies; and the continuing effects of global

instability, terrorism and war. Additional risks and uncertainties are

identified and discussed in Allegheny Energy’s