Exhibit B-6

Exhibit C to the Master Separation and Distribution Agreement

INTELLECTUAL PROPERTY OWNERSHIP AGREEMENT

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 INTELLECTUAL PROPERTY OWNERSHIP AGREEMENT

BETWEEN

ALLEGHENY ENERGY, INC.

AND

[SUPPLY HOLDCO]

NY12529:327920.4
 TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

ARTICLE II
INTELLECTUAL PROPERTY ALLOCATION OF OWNERSHIP

2.1 Assignment........................................................................................................................ 2
2.2 Prior Grants ....................................................................................................................... 2
2.3 Assignment Disclaimer ..................................................................................................... 2
2.4 Third Party Technology. ................................................................................................... 2

ARTICLE III
PROTECTION OF INTELLECTUAL PROPERTY

3.1 Protection Of Intellectual Property ................................................................................... 3

3.2 Additional Obligations With Regard To Intellectual Property ......................................... 3
3.3 Defensive Protection Measures......................................................................................... 3

ARTICLE IV
DATABASE INFORMATION AND RIGHTS

ARTICLE V
CONFIDENTIALITY

ARTICLE VI
DISPUTE RESOLUTION

ARTICLE VII
LIMITATION OF LIABILITY

ARTICLE VIII
MISCELLANEOUS PROVISIONS

8.1 No Implied Licenses.......................................................................................................... 5

8.2 Infringement Suits ............................................................................................................. 5
8.3 No Other Obligations ........................................................................................................ 5
8.4 Entire Agreement .............................................................................................................. 5
8.5 Governing Law.................................................................................................................. 5

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 8.6 Descriptive Headings ........................................................................................................ 5
8.7 Notices............................................................................................................................... 6
8.8 Nonassignability................................................................................................................ 6
8.9 Severability........................................................................................................................ 6
8.10 Failure Or Indulgence Not Waiver; Remedies Cumulative .............................................. 7
8.11 Amendment ....................................................................................................................... 7
8.12 Counterparts ...................................................................................................................... 7
8.13 Governmental Approval.................................................................................................... 7

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 INTELLECTUAL PROPERTY OWNERSHIP AGREEMENT

INTELLECTUAL PROPERTY OWNERSHIP AGREEMENT (the

"Agreement"), dated ______________ (the "Effective Date"), between Allegheny Energy, Inc., a
Maryland corporation ("Allegheny") and [___________], a Maryland corporation ("Supply
Holdco").

RECITALS

WHEREAS, the Board of Directors of Allegheny has determined that it is in the

best interest of Allegheny and its stockholders to separate Allegheny’s existing business into two
independent businesses;

WHEREAS, pursuant to such determination, Allegheny and Supply Holdco have

entered into a Master Separation Agreement (as defined below), which provides, among other
things, for the separation of Allegheny and Supply Holdco, the transfer between Allegheny and
Supply Holdco of certain assets and liabilities, the initial public offering of Supply Holdco
common stock, the distribution of such common stock and the execution and delivery of certain
other agreements in order to facilitate the foregoing; and

WHEREAS, in connection with the foregoing, Allegheny and Supply Holdco

desire to resolve and assign ownership of certain technology and intellectual property.

NOW, THEREFORE, in consideration of the foregoing and the covenants and

agreements set forth below, Allegheny and Supply Holdco agree as follows:

ARTICLE I
DEFINITIONS

For the purpose of this Agreement the following capitalized terms shall have the
meanings specified herein. Capitalized terms used in this Agreement and not otherwise defined
shall have the meanings for such terms set forth in the Master Separation Agreement.

"Confidential Disclosure Agreement" means the Confidential Disclosure

Agreement between Allegheny and Supply Holdco.

"Database Information and Rights" means any database information and related
legal rights, including, but not limited to, trade secrets, rights arising under agreements and
copyrights under the laws of the United States or any other jurisdiction, whether registered or
unregistered, and any applications for registration thereof.

"Licensed Technology" means licensed technology and related intellectual

property rights granted by a third party to one of the parties to this agreement.

"Master Separation Agreement" means the Master Separation and Distribution

Agreement between Allegheny and Supply Holdco.

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 "Supply IP" means the intellectual property, and applications therefor and
registrations thereof, listed on Exhibit A.

ARTICLE II
INTELLECTUAL PROPERTY
ALLOCATION OF OWNERSHIP

Section 2.1 Assignment. Subject to Sections 2.2 and 2.3 below, Allegheny
hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant,
convey and assign) to Supply Holdco, by execution hereof (or, where appropriate or required, by
execution of separate instruments of assignment), all its (and their) worldwide right, title and
interest in and to the Supply IP. Allegheny further grants, conveys and assigns (and agrees to
cause its appropriate Subsidiaries to grant, convey and assign) to Supply all its (and their)
worldwide right, title and interest in and to any and all causes of action and rights of recovery for
past infringement of the Supply IP and for past misappropriation of trade secrets in and to the
Supply IP. Allegheny further covenants that Allegheny will, without demanding any further
consideration therefor, at the request and expense of Supply Holdco (except for the value of the
time of Allegheny employees), do (and cause its Subsidiaries to do) all lawful and just acts that
may be or become necessary for evidencing, maintaining, recording and perfecting Supply
Holdco’s rights to such Supply IP consistent with Allegheny’s general business practice as of the
Separation Date, including but not limited to, execution and acknowledgment of (and causing its
Subsidiaries to execute and acknowledge) assignments and other instruments in a form
reasonably required by Supply Holdco. Supply Holdco hereby waives any and all claims of any
right, title and interest in and to any intellectual property of Allegheny not within the definition
of Supply IP.

Section 2.2 Prior Grants. Supply Holdco acknowledges and agrees that the
foregoing assignment is subject to any and all licenses or other rights that may have been granted
by Allegheny or its Subsidiaries with respect to the Supply IP prior to the Separation Date.
Allegheny shall respond to reasonable inquiries from Supply Holdco regarding any such prior
grants.

Section 2.3 ASSIGNMENT DISCLAIMER. SUPPLY HOLDCO

ACKNOWLEDGES AND AGREES THAT THE FOREGOING ASSIGNMENTS ARE MADE
ON AN "AS IS," QUITCLAIM BASIS AND THAT NEITHER ALLEGHENY NOR ANY
SUBSIDIARY OF ALLEGHENY HAS MADE OR WILL MAKE ANY WARRANTY
WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT.

Section 2.4 Third Party Technology.

(a) Allegheny hereby agrees to sublicense or to use reasonable commercial

efforts to obtain, or to cause to be obtained, any consent, approval or amendment required
to convey a license or sublicense in Licensed Technology to Supply Holdco pursuant to
the same or substantially the same terms as Allegheny's license, upon request from
Supply Holdco.

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 (b) Supply Holdco hereby agrees to sublicense or to use commercially
reasonable efforts to obtain or cause to be obtained any consent, approval or amendment
required to obtain a license or sublicense in Licensed Technology to Allegheny pursuant
to the same or substantially the same terms as Supply Holdco’s license, upon request
from Allegheny.

ARTICLE III
PROTECTION
OF INTELLECTUAL PROPERTY

Section 3.1 Protection Of Intellectual Property. Allegheny and Supply Holdco

shall assist each other, at the other’s request and expense, in the procurement and maintenance of
the other’s intellectual property rights transferred hereunder. Allegheny and Supply Holdco agree
to execute all documents reasonably requested by the other to effect further registration,
maintenance and renewal of the intellectual property of the other.

Section 3.2 Additional Obligations With Regard To Intellectual Property.

Allegheny and Supply Holdco each acknowledges that its employees and contractors have a
continuing duty to assist the other with the prosecution of applications and, accordingly, agree to
make available to each other, inventors and other persons for interviews and/or testimony to
assist in good faith in further prosecution, maintenance or litigation with respect to intellectual
property, including the signing of documents related thereto. Each party will make reasonable
efforts to obtain the cooperation and assistance of its former employees as requested by the other
party. Any actual and reasonable out-of-pocket expenses associated with such assistance shall be
borne by the company being assisted, expressly excluding the value of the time of current
employees of the company providing assistance; provided, however, that in the case of assistance
with litigation, the parties shall agree on a case by case basis on compensation, if any, for the
value of the time of the employees as reasonably required in connection with such litigation.

Section 3.3 Defensive Protection Measures. The parties shall cooperate

reasonably and in good faith to the extent consistent with each party's own business objectives in
the event that either party is involved in intellectual property litigation or controversies in which
it would be helped in some way by the other party's intellectual property or relevant knowledge.
Such cooperation may include, by way of example, (i) cooperation with respect to knowledge of
prior art (whether the other party's or a third party's), (ii) consent to the granting of licenses to
such other party's patents, and (iii) assignment to such party of such other party's patents for the
purpose of bringing a counterclaim against a third party. The party requesting such cooperation
shall bear the actual and reasonable out-of-pocket expenses of the cooperating party (except for
the value of the time of the cooperating party's employees).

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 ARTICLE IV
DATABASE INFORMATION AND RIGHTS

Allegheny and Supply Holdco hereby covenant and agree to cooperate fully with
each other in licensing and assigning to each other, on mutually agreeable terms, such Database
Information and Rights as may be required by the other for its business operations.

ARTICLE V
CONFIDENTIALITY

The terms of the Confidential Disclosure Agreement between the parties shall
apply to any Confidential Information (as defined therein) which is the subject matter of this
Agreement.

ARTICLE VI
DISPUTE RESOLUTION

The parties shall make a good faith attempt to resolve any dispute or claim arising
out of or related to this Agreement through negotiation. Within thirty(30) days after notice of a
dispute or claim, which notice shall contain the particulars of the claim, is given by either party
to the other party, the parties' senior executives responsible for intellectual property (or their
delegates) shall meet to attempt to resolve the matter. If the parties' representatives are unable to
resolve the dispute, the dispute resolution procedures set forth in the Master Separation
Agreement shall be followed.

ARTICLE VII
LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES BE LIABLE

TO THE OTHER PARTY OR ITS SUBSIDIARIES FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST
PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING
NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR
NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT
EACH PARTY'S OBLIGATIONS EXPRESSLY ASSUMED IN THE MASTER
SEPARATION AGREEMENT; PROVIDED FURTHER THAT THE EXCLUSION OF
PUNITIVE DAMAGES SHALL APPLY IN ANY EVENT.

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 ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 8.1 No Implied Licenses. Nothing contained in this Agreement shall

be construed as conferring any intellectual property or other right by implication, estoppel or
otherwise, other than the rights expressly granted in this Agreement. Neither party is required
hereunder to furnish or disclose to the other any technical or other information, except as
specifically provided herein.

Section 8.2 Infringement Suits. To the extent to which intellectual property

rights have been transferred hereunder, neither party shall have any obligation hereunder to
institute any action or suit against third parties for infringement of said intellectual property, or to
defend any action or suit brought by a third party which challenges or concerns the validity of
any of such rights or which claims that said intellectual property infringes any technology or
other intellectual property right of any third party or constitutes a misappropriated trade secret of
any third party. Allegheny shall not have any right to institute any action or suit against third
parties for infringement of any Supply IP and Supply Holdco shall not have any right to institute
any action or suit against third parties for infringement of any of the technology or intellectual
property of Allegheny.

Section 8.3 NO OTHER OBLIGATIONS. NEITHER PARTY ASSUMES

ANY RESPONSIBILITIES OR OBLIGATIONS WHATSOEVER, OTHER THAN THE
RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES.
Without limiting the generality of the foregoing, neither party, nor any of its Subsidiaries, is
obligated to provide any technical assistance.

Section 8.4 Entire Agreement. This Agreement, the Master Separation

Agreement and the other Ancillary Agreements (as defined in the Master Separation Agreement)
constitute the entire agreement between the parties with respect to the subject matter hereof and
shall supersede all prior written and oral and all contemporaneous oral agreements and
understandings with respect to the subject matter hereof. To the extent there is a conflict between
this Agreement and the Master Separation Agreement, the terms of this Agreement shall govern.

Section 8.5 Governing Law. This Agreement shall be governed by and

construed and enforced in accordance with the laws of the State of Maryland as to all matters
regardless of the laws that might otherwise govern under principles of conflicts of laws
applicable thereto.

Section 8.6 Descriptive Headings. The descriptive headings herein are

inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement.

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 Section 8.7 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered in person, by telecopy
with answer back, by express or overnight mail delivered by a nationally recognized air courier
(delivery charges prepaid), by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:

if to Allegheny:
Allegheny Energy, Inc.
800 Cabin Hill Drive
Greensburg, PA 15601
Attention: General Counsel

if to Supply Holdco:
[_____________]
10435 Downsville Pike
Hagerstown, MD 21740
Attention: General Counsel

or to such other address as the party to whom notice is given may have previously furnished to
the other in writing in the manner set forth above. Any notice or communication delivered in
person shall be deemed effective on delivery. Any notice or communication sent by telecopy or
by air courier shall be deemed effective on the first business day following the day on which
such notice or communication was sent. Any notice or communication sent by registered or
certified mail shall be deemed effective on the third business day following the day on which
such notice or communication was mailed.

Section 8.8 Nonassignability. Neither party may, directly or indirectly, in

whole or in part, whether by operation of law or otherwise, assign or transfer this Agreement,
without the other party's prior written consent, and any attempted assignment, transfer or
delegation without such prior written consent shall be voidable at the sole option of such other
party. Notwithstanding the foregoing, each party (or its permitted successive assignees or
transferees hereunder) may assign or transfer this Agreement as a whole without consent to an
entity that succeeds to all or substantially all of the business or assets of such party. Without
limiting the foregoing, this Agreement will be binding upon and inure to the benefit of the parties
and their permitted successors and assigns.

Section 8.9 Severability. If any term or other provision of this Agreement is

determined by a nonappealable decision of a court, administrative agency or arbitrator to be
invalid, illegal or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated hereby is not affected
in any manner materially adverse to either party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated hereby are

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fulfilled to the fullest extent possible.

Section 8.10 Failure Or Indulgence Not Waiver; Remedies Cumulative. No

failure or delay on the part of either party hereto in the exercise of any right hereunder shall
impair such right or be construed to be a waiver of, or acquiescence in, any breach of any
representation, warranty or agreement herein, nor shall any single or partial exercise of any such
right preclude other or further exercise thereof or of any other right. All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

Section 8.11 Amendment. No change or amendment will be made to this

Agreement except by an instrument in writing signed on behalf of each of the parties to such
agreement.

Section 8.12 Counterparts. This Agreement may be executed in two or more

counterparts, all of which, taken together, shall be considered to be one and the same instrument.

Section 8.13 Governmental Approval. The parties acknowledge that in the past
they have Licensed Technology to each other in accordance with certain existing regulatory
authority. The parties intend to implement this Agreement to the fullest extent permissible under
such existing regulatory authority and to cooperate toward obtaining and maintaining in effect
such governmental agency approvals as may be required in order to implement this Agreement
as fully as possible in accordance with its terms, and to cooperate so as to revise and mutually
agree on such revisions as become necessary in the event regulatory approval is withheld.

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 WHEREFORE, the parties have signed this Intellectual Property Ownership
Agreement effective as of the date first set forth above.

ALLEGHENY ENERGY, INC. [___________________________]

By: ______________________________ By: ____________________________________

Name: Name:
Title: Title:

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 ANNEX A

SUPPLY IP

A-1
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