Exhibit 5 THIRD AMENDMENT TO SEVERANCE AGREEMENT (Executive and Senior Vice Presidents) THIS THIRD AMENDMENT TO SEVERANCE AGREEMENT ("Third Amendment"), dated as of the ___ day of _______________, 1997, is made and entered into by and between New York...Severance Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledJuly 30th, 1997 Company Industry
EXHIBIT 1-2 NEW YORK STATE ELECTRIC & GAS CORPORATION [TITLE OF PREFERRED STOCK] UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledMarch 19th, 2003 Company Industry Jurisdiction
EXHIBIT 10-54 EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 1996 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledNovember 7th, 1996 Company Industry Jurisdiction
Exhibit 1-3 NEW YORK STATE ELECTRIC & GAS CORPORATION $_________ ___% SENIOR UNSECURED DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2002 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledApril 8th, 2002 Company Industry Jurisdiction
NEW YORK STATE ELECTRIC & GAS CORPORATION Long Term Executive Incentive Share Deferred Compensation Plan Pay-back Schedule Initial ElectionDeferred Compensation Agreement • March 8th, 1996 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 8th, 1996 Company Industry
EXHIBIT 1-1 NEW YORK STATE ELECTRIC & GAS CORPORATION $_________ ___% SENIOR UNSECURED DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledMarch 19th, 2003 Company Industry Jurisdiction
WITNESSETH: -----------Confidentiality Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledJuly 30th, 1997 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 1998 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 27th, 1998 Company Industry
EXHIBIT 10-51 AMENDMENT NO. ___ TO SEVERANCE AGREEMENT THIS AMENDMENT NO. ___ TO SEVERANCE AGREEMENT (the "Amendment"), dated as of May 1, 1998, is made and entered into by and between New York State Electric & Gas Corporation, a New York corporation...Severance Agreement • August 13th, 1998 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledAugust 13th, 1998 Company Industry
and JPMORGAN CHASE BANK, AS TRUSTEE INDENTUREIndenture • April 8th, 2002 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledApril 8th, 2002 Company Industry Jurisdiction
FORM OF SEVERANCE AGREEMENT THIS AGREEMENT, dated _________, 199_, is made by and between New York State Electric & Gas Corporation, a New York corporation (the "Company"), and ___________ (the "Executive"). WHEREAS the Company considers it essential...Severance Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledJuly 30th, 1997 Company Industry Jurisdiction
AMENDMENT NO. 2 TO POWER PURCHASE AGREEMENT BETWEEN NEW YORK STATE ELECTRIC & GAS CORPORATION AND SARANAC POWER PARTNERS, L.P. ----------------------------Power Purchase Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledJuly 30th, 1997 Company Industry
EXHIBIT NO. 10-44 NEW YORK STATE ELECTRIC & GAS CORPORATION 1998 STOCK OPTION AWARD AGREEMENT 1. Pursuant to the provisions of the 1997 Stock Option Plan, as it may be amended from time to time (hereinafter called the "Plan"), of New York State...Stock Option Award Agreement • March 27th, 1998 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 27th, 1998 Company Industry
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 1998 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledAugust 13th, 1998 Company Industry Jurisdiction
EXHIBIT 10-52 EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 1998 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledAugust 13th, 1998 Company Industry Jurisdiction
Exhibit 11 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment"), dated as of the ____ day of ___________, 1997, is made and entered into by and between New York State Electric & Gas Corporation, a...Employment Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledJuly 30th, 1997 Company Industry
NEW YORK STATE ELECTRIC & GAS CORPORATION and JPMORGAN CHASE BANK, AS TRUSTEE INDENTURE Dated as of November 18, 2002 Senior Unsecured Debt SecuritiesIndenture • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledFebruary 27th, 2003 Company Industry Jurisdiction
INDEPENDENT SYSTEM OPERATOR Exhibit 10-2 INDEPENDENT SYSTEM OPERATOR AGREEMENT TABLE OF CONTENTS Page ARTICLE 1: DEFINITIONS 4 ARTICLE 2: SCOPE AND PARTIES 34 ARTICLE 3: EFFECTIVE DATE AND TERMINATION 36 ARTICLE 4: ORGANIZATIONAL STRUCTURE 38 ARTICLE...Independent System Operator Agreement • March 28th, 2000 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 28th, 2000 Company Industry
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2004 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledAugust 6th, 2004 Company IndustryThis 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.
Exhibit 10-52 FIRST AMENDMENT TO SEVERANCE AGREEMENT THIS FIRST AMENDMENT TO SEVERANCE AGREEMENT ("First Amendment") dated as of the 1st day of January, 1996, is made and entered into by and between New York State Electric & Gas Corporation, a New...Severance Agreement • March 8th, 1996 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 8th, 1996 Company Industry
EXHIBIT 10-55 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First Amendment"), dated as of the 11th day of October, 1996, is made and entered into by and between New York State Electric & Gas Corporation, a New...Employment Agreement • November 7th, 1996 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledNovember 7th, 1996 Company Industry
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • Maine
Contract Type FiledFebruary 27th, 2003 Company Industry JurisdictionTHIS 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").
Exhibit 10-48 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First Amendment") dated as of the 1st day of January, 1996, is made and entered into by and between New York State Electric & Gas Corporation, a New...Employment Agreement • March 8th, 1996 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 8th, 1996 Company Industry
AMENDMENTEmployee Invention and Confidentiality Agreement • March 27th, 1998 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 27th, 1998 Company Industry
SECOND AMENDMENT TO DIRECTOR BENEFIT TRUST AGREEMENTDirector Benefit Trust Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledJuly 30th, 1997 Company Industry Jurisdiction
FIRST AMENDMENT TO EMPLOYEE BENEFIT TRUST AGREEMENTEmployee Benefit Trust Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledJuly 30th, 1997 Company Industry
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2001 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledNovember 5th, 2001 Company Industry JurisdictionThis 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.
EMPLOYEE INVENTION AND CONFIDENTIALITY AGREEMENT EXECUTIVEEmployee Invention and Confidentiality Agreement • March 25th, 2002 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledMarch 25th, 2002 Company Industry JurisdictionTHIS 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").
Exhibit 12 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT ("Third Amendment"), dated as of the ___ day of _______________, 1997, is made and entered into by and between New York State Electric & Gas Corporation, a...Employment Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledJuly 30th, 1997 Company Industry
Form of Severance Agreement, as Amended RGS ENERGY GROUP, INC. ROCHESTER GAS AND ELECTRIC CORPORATION SEVERANCE AGREEMENTSeverance Agreement • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledFebruary 27th, 2003 Company Industry JurisdictionThis 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
Contract Type FiledMarch 26th, 2001 Company Industry JurisdictionASSET 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...Shareholder Agreement • August 12th, 1997 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledAugust 12th, 1997 Company IndustryRecently 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.
NEW YORK STATE ELECTRIC & GAS CORPORATION B Y - L A W S As AmendedBy-Laws • March 14th, 1997 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 14th, 1997 Company Industry
AGREEMENT BETWEEN NEW YORK Exhibit 10-1 AGREEMENT BETWEEN NEW YORK INDEPENDENT SYSTEM OPERATOR AND TRANSMISSION OWNERS Table of Contents ARTICLE 1.0: DEFINITIONS 3 ARTICLE 2.0: RESPONSIBILITIES OF THE TRANSMISSION OWNERS 3 ARTICLE 3.0:...Transmission Agreement • March 28th, 2000 • New York State Electric & Gas Corp • Electric & other services combined
Contract Type FiledMarch 28th, 2000 Company Industry
EXHIBIT 21 NEW YORK STATE ELECTRIC & GAS CORPORATION NON-STATUTORY STOCK OPTION AWARD AGREEMENT 1. Pursuant to the provisions of the 1997 Stock Option Plan, as it may be amended from time to time (hereinafter called the "Plan"), of New York State...Non-Statutory Stock Option Award Agreement • July 30th, 1997 • New York State Electric & Gas Corp • Electric & other services combined • New York
Contract Type FiledJuly 30th, 1997 Company Industry Jurisdiction