0001046861-03-000010 Sample Contracts

NEW YORK STATE ELECTRIC & GAS CORPORATION and JPMORGAN CHASE BANK, AS TRUSTEE INDENTURE Dated as of November 18, 2002 Senior Unsecured Debt Securities
Indenture • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2003 • 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 KATHLEEN A. CASE of Yarmouth, Maine (hereinafter referred to as the "Executive").

Form of Severance Agreement, as Amended RGS ENERGY GROUP, INC. ROCHESTER GAS AND ELECTRIC CORPORATION SEVERANCE AGREEMENT
Severance Agreement • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York

This 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").

NEW YORK STATE ELECTRIC & GAS CORPORATION AND JPMORGAN CHASE BANK, as Trustee First Supplemental Indenture Dated as of November 18, 2002 To Indenture Dated as of November 18, 2002 43/8% Notes due November 15, 2007
First Supplemental Indenture • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 18, 2002 (this "First Supplemental Indenture"), between NEW YORK STATE ELECTRIC & GAS 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 3287, Ithaca, New York 14852-3287 and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (the "Trustee") under the Indenture dated as of November 18, 2002 between the Company and the Trustee (the "Original Indenture").

NEW YORK STATE ELECTRIC & GAS CORPORATION AND JPMORGAN CHASE BANK, as Trustee Second Supplemental Indenture Dated as of November 18, 2002 To Indenture Dated as of November 18, 2002
Second Supplemental Indenture • February 27th, 2003 • New York State Electric & Gas Corp • Electric & other services combined • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of November 18, 2002 (this "Second Supplemental Indenture"), between NEW YORK STATE ELECTRIC & GAS 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 3287, Ithaca, New York 14852-3287 and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (the "Trustee") under the Indenture dated as of November 18, 2002 between the Company and the Trustee (the "Original Indenture").

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