EXHIBIT 10-2
FIRST AMENDMENT TO NON-STATUTORY STOCK OPTION AWARD AGREEMENT
THIS FIRST AMENDMENT TO NON-STATUTORY STOCK OPTION AWARD
AGREEMENT ("First Amendment") dated as of May 1, 1998, is made
and entered into by and between Energy East Corporation, a New
York corporation (the "Company") and ______________________ (the
"Optionee") amending certain provisions of the Non-Statutory
Stock Option Award Agreement, dated May 21, 1997 ("Award
Agreement"), by and between New York State Electric & Gas
Corporation ("NYSEG") and the Optionee.
WHEREAS, the Award Agreement reflects the terms and
conditions of certain Awards (as defined in the Award Agreement)
made by NYSEG pursuant to NYSEG's 1997 Stock Option Plan
("Plan").
WHEREAS, pursuant to an Agreement and Plan of Share Exchange
between NYSEG and the Company, at the effective time (the
"Effective Time") of the share exchange pursuant to such
Agreement and Plan of Share Exchange, any rights or options under
the Plan shall be converted, without further action by the holder
thereof, into and become a right or option to purchase an
equivalent number of shares of Common Stock of the Company at the
same price per share, and upon the same terms and subject to the
same conditions, as applicable immediately prior to the Effective
Time.
WHEREAS, effective May 1, 1998, the Plan was amended to
reflect the assumption of the Plan by the Company.
WHEREAS, the parties hereto wish to amend the Award
Agreement to reflect the amended Plan and the conversion of the
Awards previously issued and outstanding under the Plan to Awards
relating to an equivalent number of Common Stock of the Company
upon the same terms and conditions.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Award Agreement is hereby amended by changing the
references to "the Company" or "New York State Electric & Gas
Corporation" wherever they appear in the Award Agreement to
"Energy East Corporation", except as otherwise provided herein.
2. The second sentence of Section 1 of the Award Agreement
is hereby amended by replacing the parenthetical "($6.66 2/3 Par
Value)" with "($.01 Par Value)".
3. The Award Agreement is hereby amended by changing the
references to "the Company" wherever they appear in Sections 11
and 13 to "any of Energy East Corporation and its affiliates."
4. Notices to the Company shall be sent to:
Corporate Secretary
Energy East Corporation
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5. This Amendment is effective as of May 1, 1998.
6. Except as expressly modified hereby, the terms and
conditions of the Award Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the parties have caused this First
Amendment to be duly executed and delivered as of the date first
above written.
ENERGY EAST CORPORATION
By:
(Optionee)
Title:
