EXHIBIT 18
FIRST AMENDMENT
TO DIRECTOR BENEFIT TRUST AGREEMENT
First Amendment to Director Benefit Trust Agreement dated as of the
1st day of January, 1997 (the "First Amendment") by and between New York State
Electric & Gas Corporation (the "Corporation") and Bankers Trust Company, a New
York Banking Corporation, as Trustee ("Trustee") amending certain provisions of
the Director Benefit Trust Agreement, dated as of July 1, 1994, (the "Trust
Agreement") by and between the Corporation and the Trustee.
WHEREAS, the Corporation has, effective January 1, 1997, adopted a
Director Share Plan which provides for the payment to non-employee directors of
certain benefits upon their ceasing to serve as directors and a related Deferred
Compensation Plan - Director Share Plan which allows non-employee directors to
defer the payment of said benefits over a period of time after ceasing to serve
as directors.
WHEREAS, the parties hereto wish to amend the Trust Agreement to
include the benefits provided under the Director Share Plan and the deferred
compensation benefits provided under the Deferred Compensation Plan - Director
Share Plan as benefits subject to the Trust Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The second WHEREAS clause of the Trust Agreement is hereby
amended to read in its entirety as follows:
WHEREAS, the Corporation has adopted a Retirement Plan for
Directors effective as of January 1, 1992 ("Retirement Plan
for Directors") to provide a retirement benefit to eligible
Directors, a Director Share Plan effective as of January 1,
1997 ("Director Share Plan") to provide a benefit to eligible
Directors upon their ceasing to serve as directors and a
Deferred Compensation Plan - Director Share Plan effective
as of January 1, 1997 ("Director Share Deferred Compensation
Plan") to permit deferral of benefits under the Director
Share Plan (hereinafter the Deferred Compensation Plan for
Directors, the Retirement Plan for Directors, the Director
Share Plan and the Director Share Deferred Compensation Plan,
each as amended and as may be amended from time to time, are
called the "Plans"); and
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2. Section 2.4 of the Trust Agreement is hereby amended by inserting
the following paragraph at the end of the section:
For the purpose of determining the amount of the Corporation's
contributions under Sections 2.2 and 2.3 hereof, the present
value of Benefits under the Director Share Plan and the
Director Share Deferred Compensation Plan shall be calculated
as follows: (a) with respect to directors participating in the
Director Share Plan (regardless of whether they also
participate in the Director Share Deferred Compensation Plan)
who as of the Change in Control or the applicable December 31,
as the case may be, continue to be directors of the
Corporation, the present value of Benefits shall be calculated
(i) in the case of a determination under Section 2.2 hereof,
by multiplying the number of Phantom Shares and Dividend
Phantom Shares (as defined in the Director Share Plan)
credited to each Director as of the Change in Control by the
average closing price of the Corporation's common stock for
the five trading days immediately preceding the Change in
Control, and (ii) in the case of a determination under Section
2.3 hereof, by multiplying the number of Phantom Shares and
Dividend Phantom Shares credited to each Director as of the
most recent December 31 by the average closing price of the
Corporation's common stock for the five trading days
immediately preceding that December 31; and (b) with respect
to participants in the Director Share Deferred Compensation
Plan who as of the Change in Control or the applicable
December 31 are no longer directors of the Corporation, the
present value of Benefits shall be the total of all amounts
deferred for each director under the Director Share Deferred
Compensation Plan, together with applicable interest already
accrued, less all payments previously made pursuant to the
Director Share Deferred Compensation Plan, as of the Change in
Control, in the case of a determination under Section 2.2
hereof, or as of the most recent December 31, in the case of a
determination under Section 2.3 hereof.
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3. Except as expressly modified hereby, the terms and provisions of
the Trust Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed by their respective duly authorized
representatives as of the date first above written.
NEW YORK STATE ELECTRIC & BANKERS TRUST COMPANY
GAS CORPORATION
By: By:
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