February 2010

Filed by FirstEnergy Corp.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934, as amended

Subject Company: Allegheny Energy, Inc.

Commission File No: 001-00267

2

Safe

Harbor

-

FirstEnergy

This communication includes forward-looking statements based on information currently available to management. Such statements are subject to

certain risks and uncertainties. These statements include declarations regarding management’s intents, beliefs and current expectations. These

statements

typically

contain,

but

are

not

limited

to,

the

terms

“anticipate,”

“potential,”

“expect,”

“believe,”

“estimate”

and

similar

words.

Forward-

looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results,

performance

or

achievements

to

be

materially

different

from

any

future

results,

performance

or

achievements

expressed

or

implied

by

such

forward-looking statements. Forward-looking statements relating to the proposed merger include, but are not limited to, 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.   

Actual

results

may

differ

materially

due

to

the

speed

and

nature

of

increased

competition

in

the

electric

utility

industry

and

legislative

and

regulatory

changes affecting how generation rates will be determined following the expiration of existing rate plans in Pennsylvania, the impact of the Public

Utilities

Commission

of

Ohio’s

regulatory

process

on

the

Ohio

utility

subsidiaries

associated

with

the

distribution

rate

case,

business

and

regulatory

impacts from American Transmission System, Incorporated’s realignment into PJM Interconnection L.L.C., economic or weather conditions

affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices and availability,

replacement power costs being higher than anticipated or inadequately hedged, the continued ability of FirstEnergy’s regulated utilities to collect

transition and other charges or to recover increased transmission costs, operating and maintenance costs being higher than anticipated, other

legislative and regulatory changes, revised environmental requirements, including possible greenhouse gas emission regulations, the potential

impacts

of

the

U.S.

Court

of

Appeals’

July

11,

2008

decision

requiring

revisions

to

the

Clean

Air

Interstate

Rules

and

the

scope

of

any

laws,

rules

or regulations that may ultimately take their place, the uncertainty of the timing and amounts of the capital expenditures needed to, among other

things,

implement

FirstEnergy’s

Air

Quality

Compliance

Plan

(including

that

such

amounts

could

be

higher

than

anticipated

or

that

certain

generating

units

may

need

to

be

shut

down)

or

levels

of

emission

reductions

related

to

the

Consent

Decree

resolving

the

New

Source

Review

litigation or other similar potential regulatory initiatives or actions, adverse regulatory or legal decisions and outcomes (including, but not limited to,

the

revocation

of

necessary

licenses

or

operating

permits

and

oversight)

by

the

Nuclear

Regulatory

Commission,

Met-Ed’s

and

Penelec’s

transmission

service

charge

filings

with

the

PaPUC,

the

continuing

availability

of

generating

units

and

their

ability

to

operate

at

or

near

full

capacity,

the

ability

to

comply

with

applicable

state

and

federal

reliability

standards,

the

ability

to

accomplish

or

realize

anticipated

benefits

from

strategic

goals

(including

employee

workforce

initiatives),

the

ability

to

improve

electric

commodity

margins

and

to

experience

growth

in

the

distribution

business, the changing market conditions that could affect the value of assets held in FirstEnergy’s nuclear decommissioning trusts, pension trusts

and other trust funds, and cause it to make additional contributions sooner, or in an amount that is larger than currently anticipated, the ability to

access the public securities and other capital and credit markets in accordance with FirstEnergy’s financing plan and the cost of such capital,

changes

in

general

economic

conditions

affecting

the

company,

the

state

of

the

capital

and

credit

markets

affecting

the

company,

interest

rates

and

any actions taken by credit rating agencies that could negatively affect FirstEnergy’s access to financing or its costs or increase its requirements to

post additional collateral to support outstanding commodity positions, letters of credit and other financial guarantees, the continuing decline of the

national

and

regional

economy

and

its

impact

on

the

company’s

major

industrial

and

commercial

customers,

issues

concerning

the

soundness

of

financial

institutions

and

counterparties

with

which

FirstEnergy

does

business,

and

the

risks

and

other

factors

discussed

from

time

to

time

in

its

SEC filings, and other similar factors. 

3

Safe

Harbor

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FirstEnergy

(Continued)

With respect to the proposed merger, actual results may differ materially due to the risks and uncertainties relating to the ability to obtain the

requisite Allegheny and FirstEnergy stockholder approvals; the risk that FirstEnergy or Allegheny may be unable to obtain governmental and

regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of

conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger; the risk that a condition to

closing of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the businesses will not be integrated

successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than

expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of

management time on merger-related issues; and the risk that the credit ratings of the combined company or its subsidiaries may be different from

what the companies expect.   

The foregoing review of factors should not be construed as exhaustive.  New factors emerge from time to time, and it is not possible for

management

to

predict

all

such

factors,

nor

assess

the

impact

of

any

such

factor

on

FirstEnergy’s

business

or

the

extent

to

which

any

factor,

or

combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy expressly

disclaims any current intention to update any forward-looking statements contained herein as a result of new information, future events, or

otherwise.

4

Safe

Harbor

-

Allegheny

In addition to historical information, this presentation may contain a number 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. Forward-looking statements relating to the

proposed merger include, but are not limited to, 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.  Additional forward-looking statements include, but are not

limited to, statements with respect to rate regulation and the status of retail generation service supply competition in states served by Allegheny’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; and regulatory matters.

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.  Important factors could cause actual results to differ materially from those

indicated by such forward-looking statements.  With respect to the proposed merger, these factors include risks and uncertainties relating to the ability

to

obtain

the

requisite

Allegheny

and

FirstEnergy

stockholder

approvals;

the

risk

that

FirstEnergy

or

Allegheny

may

be

unable

to

obtain

governmental

and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition

of conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger; the risk that a condition to closing

of

the

merger

may

not

be

satisfied;

the

length

of

time

necessary

to

consummate

the

proposed

merger;

the

risk

that

the

businesses

will

not

be

integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to

realize

than

expected;

disruption

from

the

transaction

making

it

more

difficult

to

maintain

relationships

with

customers,

employees

or

suppliers;

the

diversion of management time on merger-related issues; the effect of future regulatory or legislative actions on the companies; and the risk that the

credit ratings of the combined company or its subsidiaries may be different from what the companies expect.  With respect to other forward-looking

statements, factors that could cause actual results to differ materially include, among others, 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 and actions of

rating agencies; 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’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,

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;

inflationary

and

interest

rate

trends

changes

in

market

rules,

including

changes

to

PJM

participant

rules

and

tariffs;

the

effect of accounting pronouncements  issued periodically by accounting standard-setting bodies and accounting issues facing our organization; and

the

continuing

effects

of

global

instability,

terrorism

and

war.

Additional

risks

and

uncertainties

are

identified

and

discussed

in

Allegheny’s

reports

filed with the SEC. These forward-looking statements speak only as of the date of this document. Allegheny undertakes no obligation to update its

forward-looking statements to reflect events or circumstances after the date of this presentation.

5

Additional Information and Where to Find It

In connection with the proposed merger, FirstEnergy will file with the SEC a Registration Statement on Form S-4 that will

include a joint proxy statement of FirstEnergy and Allegheny that also constitutes a prospectus of FirstEnergy. FirstEnergy

and Allegheny will mail the joint proxy statement/prospectus to their respective shareholders. FirstEnergy and Allegheny

urge investors and shareholders to read the 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 transaction, free of charge, at the

SEC’s website (www.sec.gov). 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.”

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.”

FirstEnergy,

Allegheny

and

their

respective

directors,

executive

officers

and

certain

other

members

of

management

and

employees may be soliciting proxies from FirstEnergy and Allegheny 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 FirstEnergy and Allegheny shareholders in connection with the proposed merger will be set forth

in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about

FirstEnergy’s executive officers and directors in its definitive proxy statement filed with the SEC on April 1, 2009.

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

with the SEC on March 20, 2009. Additional information about FirstEnergy's executive officers and directors and

Allegheny’s executive officers and directors can be found in the above-referenced Registration Statement on

Form S-4 when it becomes available.

You can obtain free copies of these documents from FirstEnergy and Allegheny

using the contact information above.

Participants In The Merger Solicitation

6

Agenda

Combination Rationale

Transaction Terms

Combined Company Profile

Financial Highlights

Regulatory Timeline & Next Steps

Summary

7

Combination Rationale

8

FirstEnergy Combination Rationale

Consistent

with

our

strategy

to

build

a

balanced,

integrated

and

diversified

portfolio

of

assets

–

Adjacent geographic footprint complements existing businesses and our retail sales strategy

–

Generation anchored by efficient nuclear and supercritical fossil baseload assets

Transaction creates a significant presence in region and sector

–

6.1MM customers…~35% increase in customer base

–

24 GW of combined generation capacity (21 GW in competitive markets)…~70% increase in

generating capacity

Transaction provides numerous opportunities to create value

–

Increased scale, scope and diversification improves operating performance and geographic reach

–

More cost-effective fuel procurement options and O&M savings

–

Improved risk profile through existing and planned FERC regulated transmission investments

Attractive shareholder return potential

–

Diversified avenues for growth between regulated and generation businesses

–

Solid balance sheet with strong operating cash flows

Anticipate transaction to be accretive to earnings in the first year following the close

9

Allegheny Combination Rationale

Substantial upfront value to shareholders

–

32% premium

to

Allegheny's

current

price

(as

of

February

10

th

closing

price)

–

FirstEnergy’s current dividend would represent a 145% increase for Allegheny

shareholders, supported by combined company’s strong balance sheet and cash flows

Larger, more diversified platform of generation and utility assets with additional

value drivers

–

Diversified generation fleet with significant non-carbon emitting capacity reduces

exposure to changing environmental requirements

–

Enhanced retail marketing capability

–

Greater utility scale and regulatory diversification

–

Expanded transmission platform with major projects underway

–

More cost-effective fuel procurement options, O&M savings and other synergies

Maintains leverage to recovery in economy and power prices

10

Transaction Terms

11

Key Transaction Terms

Consideration:

100% stock

Offer Price:

0.667 shares of FirstEnergy per Allegheny share

Premium:

32%

based

on

February

10

th

closing

prices

and

22%

to

the

average

stock price of Allegheny over the last 60 days

Pro Forma

73% FirstEnergy shareholders

Ownership:

27% Allegheny shareholders

Governance:

Tony Alexander to be President and CEO

Paul Evanson to be Executive Vice Chairman

Two Allegheny Board members added to FirstEnergy Board

Timing:

Expected to close within 12-14 months

Approvals:

Shareholders, Federal, State

12

Combined Company Profile

13

An Integrated, Regional Platform

1. 12/31/2009 data, except where noted

2. Excludes American Transmission Systems Incorporated (ATSI) and Allegheny Energy Transmission, LLC

3. 2009 estimate

Revenue:

Regulated Utilities

Electric Customers:

Regulated States:

Rate Base:

Total Generation:

Competitive Generation:

Service Territory:

Employees:

$16.4Bn

10

2

6.1MM

7 States

$10.8Bn

2,3

24 GW

21 GW

67,000 sq miles

~17,750

Combined

Statistics

1

FirstEnergy Service Territory

Allegheny Service Territory

FirstEnergy Plants

Allegheny Plants

14

Diverse Competitive

Generation Portfolio

Combined

Competitive

Capacity

1

19%

42%

20%

7%

12%

Combined Competitive Production

2

Nuclear

Gas / Oil

28%

52%

18%

Supercritical

Coal

Nuclear

Gas / Oil

<1%

Hydro/Wind

~2%

Total Combined Capacity:

21 GW

Total Combined Production:

117 TWh

1. Capacity as of year-end 2009

2. Production as of year-end 2008

Hydro/Wind

Subcritical

Coal

Supercritical

Coal

Subcritical

Coal

15

Highly Efficient Coal-Fired Fleet

4,945

(32%)

224,600

(72%)

Pre-1965

Typically Unscrubbed

Heat Rates ~11,000 Btu/kWh

Higher Cost ~$30-35/MWh

Subcritical

Units

Supercritical

Units

15,332 MW

312,000 MW

10,387

(68%)

87,400

(28%)

Post-1965

Typically Scrubbed

Heat Rates ~9,800 Btu/kWh

Lower Cost ~$20-25/MWh

Combined  

Companies (MW)

U.S. Total

(MW)

Supercritical units are newer, more efficient and more environmentally-friendly

1. Total coal-fired capacity (regulated and competitive), as of 12/31/2009

1

16

Combined Fleet is Well Positioned for

Changing Environmental Regulation

1.

Regulated and competitive capacity as of 12/31/2009

2. Includes nuclear, wind and hydro

3.

Includes Sammis Units 6 and 7 AQC project being completed in 2010

4.

Sammis

Units

1

–

5,

Ft.

Martin,

Hatfield,

and

Mitchell

Total Capacity

17%

26%

9%

19%

29%

Non-Emitting

SO

2

/ NO

x

Controls

SO

2

Controls

Natural Gas

Unscrubbed

3

24.1

Total Fleet

4.5

Unscrubbed

2.2

Natural Gas

4.1

SO

2

Controls

7.1

SO

2

/ NOx Controls

6.2

Non-Emitting

GW’s by Category

4

2

1

17

Regulated Utilities

10 Regulated

Utilities

Across

Seven

States

1

6.1MM customers in OH, PA, MD, WV, NJ, VA and NY

194,000 miles of distribution and nearly 20,000 miles of transmission lines

67,000 square miles

1. Excludes American Transmission Systems Incorporated (ATSI) and Allegheny Energy Transmission, LLC

2. 12/31/2009 data

6,079,900

Total

383,600

Monongahela Power

483,400

Potomac Edison

714,900

West Penn Power

1,095,000

Jersey Central Power & Light

551,000

Met-Ed

160,000

Penn Power

590,000

Penelec

754,000

The Illuminating Company

1,038,000

Ohio Edison

310,000

Toledo Edison

Customers

2

18

Additional Transmission Expansion

500 kV transmission line extending

149 miles from western PA through

WV and into VA

ROE: 12.7%

Equity: 50%

Cost: $850MM

Status:

–

Approved in all states

–

Construction progressing

–

On track for in-service date in 2011

765 kV transmission line extending

275 miles from WV to MD

ROE: 14.3%

Equity: 50%

Cost: $1.2Bn

Status:

–

PJM determined PATH may not be

needed by 2014

–

Updated timeline expected in

June 2010

19

Financial Highlights

20

(28)

(28)

(35)

(95)

(165)

530

480

450

350

180

(250)

(100)

50

200

350

500

650

Year 1

Year 2

Year 3

Year 4

Year 5

Estimated Annual Synergies

Overview of Transaction Synergies

$MM

Synergies By Category

10%

19%

50%

21%

Corporate

Generation and Fuel

Information Services

Utility

Gross Pre-Tax Synergies

Costs to Achieve

21

Pro Forma Earnings Impact

Anticipate transaction to be accretive to earnings in the first year

following the close, including purchase accounting adjustments

Purchase accounting adjustments expected to be modest

–

Estimated asset and liability step-ups reduce earnings by approximately

$7MM in year 1 and $30MM in year 2

22

Solid Balance Sheet

51% –

55%

51% –

55%

Debt / Capital

3.0x –

3.5x

3.0x –

3.5x

Debt / EBITDA

4.3x –

4.7x

3.7x –

4.3x

Funds from Operations

Interest Coverage

20% –

23%

18% –

21%

Funds from Operations /

Total Debt

Year 2

Year 1

Pro Forma Key Ratios

Combined company metrics support stable investment grade ratings

23

Summary Expected Financial Highlights

Synergies realized across wide range of business segments but

primarily derived from competitive operations

Anticipate transaction to be accretive to earnings in the first year

following the close

Solid balance sheet and strong operating cash flow generation

Credit metrics consistent with a stable investment grade rating

24

Regulatory Timeline & Next Steps

25

Regulatory Timeline & Next Steps

Forming a transition team and transition steering committee

–

Comprised of key FirstEnergy and Allegheny management and senior

executives

Begin filings for regulatory approvals and shareholder vote

Companies expect to complete the transaction within 12-14

months

26

Summary

27

Summary

Combination creates a leading regional energy provider

Complementary portfolio of generating assets strengthens the

combined company’s operational performance

Scale and scope of combined distribution and transmission assets

create new opportunities

Meaningful synergy opportunities, primarily in the competitive

operations

Expected strong financial position to support growth and to

provide shareholders with attractive total return potential

Experienced management with a proven ability to integrate

companies and to create long-term shareholder value

28

29

FirstEnergy Update

30

2009 Fourth Quarter & Full-Year GAAP to

Non-GAAP Reconciliation

3.77

0.77

Basic Earnings Per Share (Non-GAAP)

0.42

0.42

Power Contract Mark-To-Markets Adjustment

(0.52)

–

Non-Core Asset Sales/Impairments

(0.53)

(0.49)

Income Tax Issue Resolution

0.31

0.01

Debt Redemption Premiums

0.14

–

Organizational Restructuring/Incremental Strike Costs

0.09

0.05

Trust Securities Impairment

0.55

–

Regulatory Charges

3.31

0.78

Basic Earnings Per Share (GAAP) Excluding Special Items

Full Year 2009

Fourth Quarter 2009

($ Per Share)

2010 Non-GAAP Earnings Guidance of $3.50 to $3.70 per share affirmed