0001046861-02-000012 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2002 • New York State Electric & Gas Corp • Electric & other services combined • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of February 8, 2002 (the "Agreement"), by and among Energy East Corporation, a New York corporation (the "Company"), Energy East Management Corporation, a Delaware corporation ("EEMC"), and Kenneth M. Jasinski (the "Executive"), amends and restates that certain Employment Agreement dated as of May 19, 2000, as amended, between the Company and the Executive.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2002 • 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 STEPHEN G. ROBINSON of Searsport, Maine (hereinafter referred to as the "Executive").

ENERGY EAST CORPORATION AND JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Trustee Fourth Supplemental Indenture Dated as of November 14, 2001 To Indenture Dated as of August 31, 2000
New York State Electric & Gas Corp • March 25th, 2002 • Electric & other services combined • New York

FOURTH SUPPLEMENTAL INDENTURE, dated as of November 14, 2001 (this "Fourth Supplemental Indenture"), between ENERGY EAST 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 12904, Albany, New York 12212-2904, and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as Trustee (the "Trustee") under the Indenture dated as of August 31, 2000 between the Company and the Trustee (the "Original Indenture").

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").

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2002 • New York State Electric & Gas Corp • Electric & other services combined

This Amendment approved by the Board of Directors and executed as of the 18th day of March, 1999, by and between CENTRAL MAINE POWER COMPANY (the "Company") and PETER E. BEDARD of Manchester, Maine (the "Executive").

CHANGE IN CONTROL AGREEMENT (_____________________)
Change in Control Agreement • March 25th, 2002 • New York State Electric & Gas Corp • Electric & other services combined • New York

THIS AGREEMENT, dated __________, 200_, is made by and between Energy East Management Corporation, a Delaware corporation (the "Company"), and ________________________ (the "Executive").

EMPLOYEE INVENTION AND CONFIDENTIALITY AGREEMENT EXECUTIVE
Employee Invention and Confidentiality Agreement • March 25th, 2002 • New York State Electric & Gas Corp • Electric & other services combined • New York

THIS EMPLOYEE INVENTION AND CONFIDENTIALITY AGREEMENT (this "Agreement," which includes all appendices and schedules) is made as of this _____ day of ________________, 200_, by and between ENERGY EAST MANAGEMENT CORPORATION (the "Company") and ____________________________ ("me" or "I").

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