0001046861-02-000044 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2002 • Rochester Gas & Electric Corp • Electric & other services combined • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of June 25, 2002 (the "Agreement"), by and among Energy East Corporation, a New York corporation ("Energy East"), Rochester Gas & Electric Corporation (the "Company"), and Paul C. Wilkens (the "Executive"), amends and restates as of the Effective Time (as defined below) the Severance Agreement by and between the Company and the Executive effective as of April 26, 2000 (the "Prior Agreement").

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ENERGY EAST CORPORATION AND JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Trustee Sixth Supplemental Indenture Dated as of June 14, 2002 To Indenture Dated as of August 31, 2000
Sixth Supplemental Indenture • August 13th, 2002 • Rochester Gas & Electric Corp • Electric & other services combined • New York

SIXTH SUPPLEMENTAL INDENTURE, dated as of June 14, 2002 (this "Sixth 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").

ENERGY EAST CORPORATION AND JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Trustee Fifth Supplemental Indenture Dated as of April 8, 2002 To Indenture Dated as of August 31, 2000
Fifth Supplemental Indenture • August 13th, 2002 • Rochester Gas & Electric Corp • Electric & other services combined • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of April 8, 2002 (this "Fifth 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 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").

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • August 13th, 2002 • Rochester Gas & Electric Corp • Electric & other services combined • New York

This Separation Agreement and General Release is made and entered into as of the 28th day of June, 2002 by and among Thomas S. Richards (hereinafter referred to as the "Executive"), ENERGY EAST CORPORATION, a New York corporation ("Energy East"), and RGS ENERGY GROUP, INC., a New York corporation or its successor (together, "RGS"). Capitalized terms used and not defined herein shall have the meaning as provided in the Employment Agreement (as defined below).

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