New York State Electric & Gas Corp Sample Contracts

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EXHIBIT 10-54 EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 1996 • New York State Electric & Gas Corp • Electric & other services combined • New York
and JPMORGAN CHASE BANK, AS TRUSTEE INDENTURE
New York State Electric & Gas Corp • April 8th, 2002 • Electric & other services combined • New York
EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 1998 • New York State Electric & Gas Corp • Electric & other services combined
AMENDMENT
New York State Electric & Gas Corp • March 27th, 1998 • Electric & other services combined
EXHIBIT 1-2 NEW YORK STATE ELECTRIC & GAS CORPORATION [TITLE OF PREFERRED STOCK] UNDERWRITING AGREEMENT
Underwriting Agreement • March 19th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York
EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 1998 • New York State Electric & Gas Corp • Electric & other services combined • New York
EXHIBIT 10-52 EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 1998 • New York State Electric & Gas Corp • Electric & other services combined • New York
WITNESSETH: -----------
Benefit Trust Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined • New York
EMPLOYMENT AGREEMENT
Employment Agreement • August 6th, 2004 • New York State Electric & Gas Corp • Electric & other services combined

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of July 1, 2004 (the "Agreement"), by and among Energy East Corporation, a New York corporation (the "Company"), Energy East Management Corporation, a Delaware corporation ("EEMC"), and Wesley W. von Schack (the "Executive"), amends and restates that certain Employment Agreement dated as of May 19, 2000, as amended by Agreement dated as of August 1, 2001, and as amended and restated by Agreement dated February 8, 2002, between the Company and the Executive.

NEW YORK STATE ELECTRIC & GAS CORPORATION and JPMORGAN CHASE BANK, AS TRUSTEE INDENTURE Dated as of November 18, 2002 Senior Unsecured Debt Securities
Indenture • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York
EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • Maine

THIS EMPLOYMENT AGREEMENT is made this 12th day of May, 1999, by and between CENTRAL MAINE POWER COMPANY, a Maine corporation with its principal place of business in Augusta, Maine (hereinafter referred to as the "Company"), and KATHLEEN A. CASE of Yarmouth, Maine (hereinafter referred to as the "Executive").

NEW YORK STATE ELECTRIC & GAS CORPORATION AND JPMORGAN CHASE BANK, as Trustee First Supplemental Indenture Dated as of November 18, 2002 To Indenture Dated as of November 18, 2002 43/8% Notes due November 15, 2007
New York State Electric & Gas Corp • February 27th, 2003 • Electric & other services combined • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 18, 2002 (this "First Supplemental Indenture"), between NEW YORK STATE ELECTRIC & GAS CORPORATION, a corporation duly organized and existing under the laws of the State of New York (the "Company"), having its principal office at P.O. Box 3287, Ithaca, New York 14852-3287 and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (the "Trustee") under the Indenture dated as of November 18, 2002 between the Company and the Trustee (the "Original Indenture").

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FIRST AMENDMENT TO EMPLOYEE BENEFIT TRUST AGREEMENT
Employee Benefit Trust Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined
NEW YORK STATE ELECTRIC & GAS CORPORATION B Y - L A W S As Amended
New York State Electric & Gas Corp • March 14th, 1997 • Electric & other services combined
SECOND AMENDMENT TO DIRECTOR BENEFIT TRUST AGREEMENT
Director Benefit Trust Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined • New York
WITNESSETH: -----------
Exhibit 27 • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2001 • New York State Electric & Gas Corp • Electric & other services combined • New York

This FIRST AMENDMENT to the EMPLOYMENT AGREEMENT, dated as of May 19, 2000 (the "Agreement"), by and between Energy East Corporation, a New York corporation ("Energy East") and Wesley W. von Schack (the "Executive") is dated as of August 1, 2001. Capitalized terms used and not defined herein shall have the meanings given to them in the Agreement.

AMENDATORY AGREEMENT MAINE YANKEE ATOMIC POWER COMPANY 1997 Amendatory Agreement
1997 Amendatory Agreement • March 25th, 2002 • New York State Electric & Gas Corp • Electric & other services combined

This 1997 Amendatory Agreement, dated as of August 6, 1997, is entered into by and between MAINE YANKEE ATOMIC POWER COMPANY, a Maine corporation ("Maine Yankee" or "Seller") and CENTRAL MAINE POWER COMPANY ("Purchaser").

Form of Severance Agreement, as Amended RGS ENERGY GROUP, INC. ROCHESTER GAS AND ELECTRIC CORPORATION SEVERANCE AGREEMENT
Severance Agreement • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York

This Severance Agreement is made, effective as of ________________________, by and between RGS Energy Group, Inc. (RGS) and Rochester Gas and Electric Corporation (RG&E), both New York corporations having their principal place of business in Rochester, New York (collectively the "Company"), and _________________________, an individual currently residing in ________________, New York (the "Employee").

NINE MILE POINT UNIT 2 NUCLEAR GENERATING FACILITY ASSET PURCHASE AGREEMENT BY AND AMONG NIAGARA MOHAWK POWER CORPORATION, NEW YORK STATE ELECTRIC & GAS CORPORATION, ROCHESTER GAS AND ELECTRIC CORPORATION, AND CENTRAL HUDSON GAS & ELECTRIC...
Asset Purchase Agreement • March 26th, 2001 • New York State Electric & Gas Corp • Electric & other services combined • New York

ASSET PURCHASE AGREEMENT, dated as of December 11, 2000, by and among Niagara Mohawk Power Corporation, a New York corporation ("NMPC"), New York State Electric & Gas Corporation, a New York corporation ("NYSEG"), Rochester Gas and Electric Corporation, a New York corporation ("RG&E"), and Central Hudson Gas & Electric Corporation, a New York corporation ("CHGEC"); (NMPC, NYSEG, RG&E and CHGEC are each individually referred to herein as a "Seller" and collectively as "Sellers") and Constellation Energy Group, Inc., a Maryland corporation ("Parent") and Constellation Nuclear, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent ("Buyer "). Sellers, Parent and Buyer are referred to individually as a "Party," and collectively as the "Parties."

August 8, 1997 Dear Shareholder: Recently we entered into an agreement with the Public Service Commission (PSC) staff regarding the transition to open competition within our service area. This agreement will provide price reductions and choice to our...
New York State Electric & Gas Corp • August 12th, 1997 • Electric & other services combined

Recently we entered into an agreement with the Public Service Commission (PSC) staff regarding the transition to open competition within our service area. This agreement will provide price reductions and choice to our customers and the opportunity for improved returns for you, our shareholders.

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