Exhibit 14
FIRST AMENDMENT
TO EMPLOYEE BENEFIT TRUST AGREEMENT
First Amendment to Employee Benefit Trust Agreement dated as of the
1st day of January, 1996 (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 Employee 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, 1996, adopted i)
an Annual Executive Incentive Plan ("AEIP") which replaces the Corporation's
Annual Executive Incentive Compensation Plan, ii) a Long Term Executive
Incentive Share Plan ("LTEISP") which replaces the Corporation's Performance
Share Plan, iii) an amendment to the Corporation's Deferred Compensation Plan to
allow deferral of awards under the AEIP, and iv) a Long Term Executive Incentive
Share Deferred Compensation Plan to allow deferral of awards under the LTEISP.
WHEREAS, the parties hereto wish to amend the Trust Agreement to
reflect the new incentive compensation and deferred compensation plans adopted
by the Corporation.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The first WHEREAS clause of the Trust Agreement is hereby amended
by inserting the following immediately before the semicolon:
and was also subsequently amended to permit deferral of awards
under the Corporation's Annual Executive Incentive Plan
("AEIP")
2. The second WHEREAS clause of the Trust Agreement is hereby
amended by inserting the following immediately before the semicolon:
and has also adopted a Long Term Executive Incentive Share
Deferred Compensation Plan, effective as of January 1, 1996
("LTEIS Deferred Compensation Plan") for the benefit of
employees who participate in the Corporation's Long Term
Executive Incentive Share Plan to permit the deferral of cash
awards made pursuant to said plan
3. The third WHEREAS clause of the Trust Agreement is hereby amended
to read in its entirety as follows:
WHEREAS, the Corporation has entered into, and intends to
enter into, certain deferred compensation agreements with
past, existing and future employees pursuant to the Deferred
Compensation Plan for Salaried Employees, the Performance
Share Deferred Compensation Plan and
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the LTEIS Deferred Compensation Plan (collectively, the
"Deferred Compensation Agreements"); the deferred
compensation agreements covering deferred compensation (but
not AEICP or AEIP awards) under the Deferred Compensation
Plan for Salaried Employees are hereinafter referred to as
"Salaried Employee Deferred Compensation Agreements"; and
4. The seventh WHEREAS clause of the Trust Agreement is hereby
amended by inserting "LTEIS Deferred Compensation Plan," immediately
after "Performance Share Deferred Compensation Plan,"
5. The third sentence of Section 2.4 of the Trust Agreement is
hereby amended to read in its entirety as follows:
The present value of Benefits under the Deferred Compensation
Plan for Salaried Employees, the Performance Share Deferred
Compensation Plan and the LTEIS Deferred Compensation Plan and
related Deferred Compensation Agreements (other than Benefits
under Section 7 of the Salaried Employee Deferred Compensation
Agreements) shall be the total amount of each deferred
compensation account, including accrued interest.
6. 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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