10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the quarterly period ended  June 30, 2002

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the transition period from             to            

Commission file number	Exact name of Registrant as specified in its charter, State of incorporation, Address and Telephone number	IRS Employer Identification No.
1-14766	Energy East Corporation(A New York Corporation) P. O. Box 12904 Albany, New York 12212-2904 (518) 434-3049	14-1798693
1-5139	Central Maine Power Company(A Maine Corporation) 83 Edison Drive Augusta, Maine 04336 (207) 623-3521	01-0042740
1-3103-2	New York State Electric & Gas Corporation(A New York Corporation) P. O. Box 3287 Ithaca, New York 14852-3287 (607) 347-4131	15-0398550
1-672	Rochester Gas and Electric Corporation(A New York Corporation) 89 East Avenue Rochester, New York 14649 (585) 546-2700	16-0612110

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes    X      No        

As of July 31, 2002, shares of common stock outstanding for each registrant were:

Registrant	Description	Shares
Energy East Corporation	Par value $.01 per share	144,513,608
Central Maine Power Company	Par value $5 per share	31,211,471 (1)
New York State Electric & Gas Corporation	Par value $6.66 2/3 per share	64,508,477 (2)
Rochester Gas and Electric Corporation	Par value $5 per share	34,506,513 (2)

(1) All shares are owned by CMP Group, Inc., a wholly-owned subsidiary of Energy East Corporation.
⁽²⁾ All shares are owned by RGS Energy Group, Inc., a wholly-owned subsidiary of Energy East Corporation

This combined Form 10-Q is separately filed by Energy East Corporation, Central Maine Power Company, New York State Electric & Gas Corporation and Rochester Gas and Electric Corporation. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

Item	TABLE OF CONTENTS	Page
	PART I - FINANCIAL INFORMATION
1 2	Financial Statements Management's Discussion and Analysis of Financial Condition   and Results of Operations
	Energy East Corporation   Consolidated Statements of Income   Consolidated Balance Sheets   Consolidated Statements of Cash Flows   Consolidated Statements of Retained Earnings   Consolidated Statements of Comprehensive Income   Management's Discussion and Analysis of Financial Condition     and Results of Operations   (a) Liquidity and Capital Resources   (b) Results of Operations	1 2 4 5 5 6 12
	Central Maine Power Company   Consolidated Statements of Income   Consolidated Balance Sheets   Consolidated Statements of Cash Flows   Consolidated Statements of Retained Earnings   Consolidated Statements of Comprehensive Income   Management's Discussion and Analysis of Financial Condition     and Results of Operations   (a) Liquidity and Capital Resources   (b) Results of Operations	15 16 18 19 19 20 21
	New York State Electric & Gas Corporation   Statements of Income   Balance Sheets   Statements of Cash Flows   Statements of Retained Earnings   Statements of Comprehensive Income   Management's Discussion and Analysis of Financial Condition     and Results of Operations   (a) Liquidity and Capital Resources   (b) Results of Operations	23 24 26 27 27 28 29
	Rochester Gas and Electric Corporation   Statements of Income   Balance Sheets   Statements of Cash Flows   Statements of Retained Earnings   Management's Discussion and Analysis of Financial Condition     and Results of Operations   (a) Liquidity and Capital Resources   (b) Results of Operations	31 32 34 35 36 37
	Notes to Financial Statements Forward-looking Statements	39 48

Item	TABLE OF CONTENTS - continued	Page
3	Quantitative and Qualitative Disclosures About Market Risk	49
	PART II - OTHER INFORMATION
4	Submission of Matters to a Vote of Security Holders	50
6	Exhibits and Reports on Form 8-K (a) Exhibits (b) Reports on Form 8-K	50 50
Signatures		51
Exhibit Index		52

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Energy East Corporation
Consolidated Statements of Income - (Unaudited)

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
(Thousands, except per share amounts)
Operating Revenues
Sales and services	$714,874	$849,010	$1,743,452	$2,120,148
Operating Expenses
Electricity purchased and fuel     used in generation	284,778	339,469	590,731	692,097
Natural gas purchased	87,942	144,688	297,672	514,159
Other operating expenses	139,451	145,050	281,903	285,788
Maintenance	31,097	32,441	65,921	68,454
Depreciation and amortization	47,670	51,173	93,813	102,513
Other taxes	42,460	46,028	93,066	104,448
Total Operating Expenses	633,398	758,849	1,423,106	1,767,459
Operating Income	81,476	90,161	320,346	352,689
Writedown of Investment	2,094	-	12,209	-
Other (Income)	(6,107)	(11,228)	(13,276)	(14,509)
Other Deductions	19,582	906	21,318	5,433
Interest Charges, Net	51,726	56,629	107,636	112,254
Preferred Stock Dividends of Subsidiaries	7,670	477	15,262	955
Income Before Income Taxes	6,511	43,377	177,197	248,556
Income Taxes	1,188	16,803	66,304	106,381
Net Income	$5,323	$26,574	$110,893	$142,175
Earnings Per Share, basic and diluted	$.05	$.23	$.95	$1.22
Dividends Paid Per Share	$.24	$.23	$.48	$.46
Average Common Shares Outstanding	117,820	116,399	117,273	116,890

The notes on pages 39 through 48 are an integral part of the financial statements.

Energy East Corporation
Consolidated Balance Sheets - (Unaudited)

	June 30, 2002	Dec. 31, 2001
(Thousands)
Assets
Current Assets
Cash and cash equivalents	$935,990	$437,014
Special deposits	6,607	1,555
Accounts receivable, net	606,814	563,796
Note receivable	627	12,126
Fuel, at average cost	94,870	92,234
Materials and supplies, at average cost	29,156	21,466
Accumulated deferred income tax benefits, net	9,285	4,170
Prepayments and other current assets	75,127	42,475
Total Current Assets	1,758,476	1,174,836
Utility Plant, at Original Cost
Electric	5,748,785	3,874,972
Natural gas	2,300,862	1,771,636
Common	342,898	213,362
	8,392,545	5,859,970
Less accumulated depreciation	3,786,029	2,270,516
Net Utility Plant in Service	4,606,516	3,589,454
Construction work in progress	187,797	36,978
Total Utility Plant	4,794,313	3,626,432
Other Property and Investments, Net	458,307	216,556
Regulatory and Other Assets
Regulatory assets
Nuclear plant costs	501,604	199,797
Unfunded future income taxes	220,058	164,657
Unamortized loss on debt reacquisitions	43,842	53,965
Demand-side management program costs	10,799	18,137
Environmental remediation costs	90,338	85,835
Other	461,491	248,738
Total regulatory assets	1,328,132	771,129
Other assets
Goodwill, net	1,531,576	897,807
Prepaid pension benefits	558,513	435,901
Other	173,516	146,571
Total other assets	2,263,605	1,480,279
Total Regulatory and Other Assets	3,591,737	2,251,408
Total Assets	$10,602,833	$7,269,232

The notes on pages 39 through 48 are an integral part of the financial statements.

Energy East Corporation
Consolidated Balance Sheets - (Unaudited)

	June 30, 2002	Dec. 31, 2001
(Thousands)
Liabilities
Current Liabilities
Current portion of long-term debt	$196,822	$225,678
Notes payable	54,699	173,383
Accounts payable and accrued liabilities	286,990	224,150
Interest accrued	44,926	36,183
Taxes accrued	87,541	7,020
Other	931,617	142,926
Total Current Liabilities	1,602,595	809,340
Regulatory and Other Liabilities
Regulatory liabilities
Deferred income taxes	179,082	157,196
Gain on sale of generation assets	170,952	251,254
Pension benefits	117,861	52,642
Other	94,570	68,879
Total regulatory liabilities	562,465	529,971
Other liabilities
Deferred income taxes	725,985	461,600
Nuclear plant obligations	276,819	199,797
Other postretirement benefits	383,600	282,791
Environmental remediation costs	119,343	102,930
Other	313,039	241,975
Total other liabilities	1,818,786	1,289,093
Total Regulatory and Other Liabilities	2,381,251	1,819,064
Long-term debt	3,691,362	2,471,278
Total Liabilities	7,675,208	5,099,682
Commitments	-	-
Preferred Stock of Subsidiaries  Company-obligated mandatorily redeemable trust preferred    securities of subsidiary holding solely parent debentures  Preferred stock redeemable solely at the option of subsidiaries Preferred Stock subject to mandatory redemption requirements	345,000  90,464  25,000	345,000  43,373  - -
Common Stock Equity  Common stock	1,456	1,182
Capital in excess of par value	1,451,267	842,989
Retained earnings	1,053,142	998,281
Accumulated other comprehensive income (loss)	(9,390)	(22,335)
Treasury stock, at cost	(29,314)	(38,940)
Total Common Stock Equity	2,467,161	1,781,177
Total Liabilities and Stockholders' Equity	$10,602,833	$7,269,232

The notes on pages 39 through 48 are an integral part of the financial statements.

Energy East Corporation
Consolidated Statements of Cash Flows - (Unaudited)

Six Months Ended June 30	2002	2001
(Thousands)
Operating Activities
Net income	$110,893	$142,175
Adjustments to reconcile net income to net cash   provided by operating activities
Depreciation and amortization	93,813	102,513
Income taxes and investment tax credits deferred, net	6,254	4,599
Pension income	(33,525)	(35,519)
Writedown of investment	12,209	-
Changes in current operating assets and liabilities
Accounts receivable	99,796	124,705
Inventory	21,730	(1,416)
Prepayments and other current assets	10,347	23,654
Accounts payable and accrued liabilities	(33,675)	(104,822)
Interest accrued	(2,527)	608
Taxes accrued	62,006	17,064
Other current liabilities	(22,951)	(77,349)
Other assets	71,216	7,612
Other liabilities	(26,160)	(6,730)
Net Cash Provided by Operating Activities	369,426	197,094
Investing Activities
Cash acquired in acquisition	72,085	-
Utility plant additions	(73,664)	(76,101)
Contributions in aid of construction	1,401	924
Note receivable, sale of generation assets	59,442	-
Proceeds from sale of utility plant	5,402	335
Other property and investment sources	7,690	10,461
Other property and investment uses	(8,458)	(31,045)
Special deposits	(5,044)	21,016
Net Cash Provided by (Used in) Investing Activities	58,854	(74,410)
Financing Activities
Issuance of common stock	7,705	-
Repurchase of common stock	(1,749)	(24,117)
Repayments of first mortgage bonds and preferred    stock of subsidiaries, including net premiums	(177,908)	(965)
Long-term note issuances	475,000	35,000
Long-term note retirements	(57,637)	(4,179)
Notes payable - three months or less, net	(108,683)	(33,300)
Notes payable issuances	-	17,725
Notes payable repayments	(10,000)	(43,643)
Dividends on common stock	(56,032)	(53,780)
Net Cash Provided by (Used in) Financing Activities	70,696	(107,259)
Net Increase in Cash and Cash Equivalents	498,976	15,425
Cash and Cash Equivalents, Beginning of Period	437,014	143,626
Cash and Cash Equivalents, End of Period	$935,990	$159,051

The notes on pages 39 through 48 are an integral part of the financial statements.

Energy East Corporation
Consolidated Statements of Retained Earnings - (Unaudited)

Six Months Ended June 30	2002	2001
(Thousands)
Balance, Beginning of Period	$998,281	$918,016
Add net income	110,893	142,175
Deduct dividends on common stock	56,032	53,780
Balance, End of Period	$1,053,142	$1,006,411

The notes on pages 39 through 48 are an integral part of the financial statements.

Energy East Corporation
Consolidated Statements of Comprehensive Income - (Unaudited)

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
(Thousands)
Net income	$5,323	$26,574	$110,893	$142,175
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment	-	86	-	86
Net unrealized (loss) gain on investments	(2,147)	5,798	(8,572)	1,208
Reclassification adjustment for losses included     in net income	1,222	- -	7,122	- -
Minimum pension liability adjustment	-	50	-	50
Unrealized gains (losses) on derivatives   qualified as hedges
Unrealized gains on derivatives qualified       as hedges arising during the period due       to cumulative effect of a change in       accounting principle	- -	- -	- -	58,250
Unrealized (losses) gains on derivatives qualified       as hedges	(16,889)	(51,733)	3,326	(66,142)
Reclassification adjustment for losses (gains)       included in net income	574	(2,933)	11,069	(13,968)
Net unrealized (losses) gains on derivatives qualified as hedges	(16,315)	(54,666)	14,395	(21,860)
Total other comprehensive income (loss)	(17,240)	(48,732)	12,945	(20,516)
Comprehensive Income (Loss)	$(11,917)	$(22,158)	$123,838	$121,659

The notes on pages 39 through 48 are an integral part of the financial statements.

Item 2.  Management's discussion and analysis of financial condition
             and results of operations

Energy East Corporation

(a) Liquidity and Capital Resources

Energy East Corporation and RGS Energy Merger

On June 28, 2002, Energy East Corporation (Energy East or the company) completed its merger with RGS Energy Group, Inc. The transaction had an equity market value of approximately $1.4 billion. Under the merger agreement 45% of the common stock of RGS Energy (15.6 million shares) was converted into 27.5 million shares of Energy East common stock, and 55% of the common stock of RGS Energy was exchanged for $753 million in cash, which was $39.50 per RGS Energy share. Energy East assumed approximately $932 million of RGS Energy long-term debt. The RGS Energy acquisition was accounted for using the purchase method. Energy East's consolidated balance sheet includes RGS Energy's consolidated balance sheet at June 30, 2002, and Energy East's consolidated statement of income will include RGS Energy's results of operations beginning with July 2002. (See Item 1 - Note 2 to Energy East's Consolidated Financial Statements.)

In connection with Energy East's merger with RGS Energy, New York State Electric & Gas Corporation (NYSEG) became a wholly-owned subsidiary of RGS Energy.

Electric Delivery Business

Sale of CMP Interest in Vermont Yankee: On August 15, 2001, Vermont Yankee Nuclear Power Corporation reached an agreement to sell the Vermont Yankee nuclear power plant to Entergy Corporation. Central Maine Power Company (CMP) has a 4% ownership interest in Vermont Yankee. The transaction includes a power purchase agreement that calls for Entergy to provide all of the plant's electricity to the sellers through 2012, the year the operating license for the plant expires. The sale received all required regulatory approvals and was completed on July 31, 2002. Any benefits realized from this transaction will reduce customers' future obligations for stranded costs.

CMP no longer owns any generating assets other than power entitlements under long-term contracts from nonutility generators (NUGs) and Vermont Yankee and its ownership interests in three nuclear facilities that have been shut down. CMP's retail electricity prices are set to provide recovery of the costs associated with these ongoing obligations. CMP's revenues and purchased power costs will fluctuate as its status as a standard-offer provider changes. There is no effect on net income, however, because CMP is ensured cost recovery for its standard-offer obligations through Maine Law. (See Item 2(b) - Operating Results for the Electric Delivery Business.)

Regional Transmission Organization: In July 2001 the Federal Energy Regulatory Commission (FERC) issued an order requiring the New York Independent System Operator (NYISO) and neighboring New England and Mid-Atlantic independent system operators (ISOs) to negotiate to form a single Northeast Regional Transmission Organization (RTO). RTOs are similar to ISOs, but have more authority and cover broader geographic regions. The NYISO and other parties involved in negotiating the formation of the RTO participated in mediation facilitated by a FERC administrative law judge (ALJ) for 45 days, leading to a business plan detailing the process to develop a Northeast RTO. The business plan, coupled with an ALJ's report, have been

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

submitted to the FERC. The New England ISO and the NYISO entered into an agreement to consider forming a RTO, and PJM Interconnection, L.L.C. (PJM) entered into an agreement to form common market systems with the Midwest ISO. A FERC decision on the Northeast RTO is expected later this year.

NYSEG, CMP and Rochester Gas and Electric Corporation (RG&E) have consistently advocated the formation of a Northeast/Mid-Atlantic RTO, including PJM, or functionally combined markets throughout the Northeast because they believe that a larger wholesale power market is essential to facilitate greater liquidity and competition. A Northeast RTO may include one or more independent transmission companies which would be owned by participating transmission owners. The transmission companies would share RTO responsibilities with an independent market administrator and would focus on transmission investment opportunities, instead of energy, capacity and other generation-based markets.

In October 2001 FERC commenced a proceeding to consider national standard market design issues and on July 31, 2002, issued a Notice of Proposed Rulemaking (the SMD NOPR). The SMD NOPR proposes rules that would require, among other things, changes in the wholesale power markets, transmission planning services and charges, market power monitoring and mitigation, and the organization and structure of ISOs. Comments on the SMD NOPR are due in October 2002, and FERC is expected to issue a final rule this winter. The company is analyzing the SMD NOPR and plans to file comments. The proposals in the SMD NOPR include the adoption of an energy market based on locational marginal pricing (LMP), which represents a very significant change for some regions of the country. The NYISO already operates a market based on LMP, and ISO-New England is in the process of developing and implementing an LMP system. The company is unable to predict the ultimate effect, if any, of the expected RTO order and the SMD rulemaking on w holesale power markets and the company's transmission system.

Transmission Planning and Expansion: In June and July 2001 FERC issued orders that addressed a number of transmission planning and expansion issues that would directly affect CMP, NYSEG and RG&E as transmission owners. The FERC orders discussed giving exclusive responsibility for the transmission planning process to a Northeast RTO, rather than the transmission owners. The orders also discussed redefining the cost-sharing responsibilities of interconnecting generators for transmission expansion costs. On April 24, 2002, FERC issued a NOPR regarding generation interconnection terms, conditions and cost allocation. FERC is expected to issue a final rule later in 2002. The company is unable to predict the ultimate effect, if any, of the expected rulemaking on its transmission system.

Electric Transmission Rates: Rates charged for the use of the company's transmission system are subject to FERC approval. NYSEG filed a transmission rate case with the FERC in March 1997. Effective November 1997 NYSEG began charging its filed rate, which was accepted by the FERC subject to refund based on a FERC final order. In August 2000 the FERC issued an order in NYSEG's transmission rate case that increased NYSEG's transmission rates. The new rates, however, were lower than the rates in NYSEG's filed rate case, which it began collecting in November 1997 subject to refund. Therefore, NYSEG refunded $14 million, which included interest, to customers. In September 2000, NYSEG filed a petition for rehearing with the FERC that states why FERC inappropriately excluded certain expenses from its calculation. On July 2,

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

2002, the FERC issued an order denying NYSEG's request for rehearing. NYSEG filed in August 2002 a motion that it does not have to remove certain additional costs from its transmission revenue requirement for certain grandfathered pre-NYISO agreements. NYSEG is currently evaluating the order and any further refunds that may be required. Any additional refunds to customers would not be material to NYSEG's or the company's results of operations.

On June 28, 2002, CMP made its required annual informational filing with FERC updating its local transmission formula rates. Rates pursuant to this filing became effective June 1, 2002, and reflect actual cost and revenues from the 2001 calendar year. CMP's annual transmission revenue requirement increased by $ 0.6 million reflecting increased costs associated with transmission constraints during periods of high demand.

CMP Alternative Rate Plan: In September 2000 the MPUC approved CMP's Alternative Rate Plan (ARP 2000). ARP 2000 applies only to CMP's state jurisdictional distribution revenue requirement and excludes revenue requirements related to stranded costs and transmission services. Recovery of stranded costs, primarily over-market NUG contracts, has been provided for under Maine's Restructuring Law. ARP 2000 began January 1, 2001, and continues through December 31, 2007, with price changes, if any, occurring on July 1, in the years 2002 through 2007.

On June 25, 2002, the MPUC approved a Stipulation allowing CMP's distribution prices to change effective beginning July 1, 2002. As a result, distribution rates for customers not subject to special contracts will decrease by 4.84%. The reduction reflects a decrease of 3.03% in distribution rates resulting from expiring amortizations and the application of a price cap mechanism, and an additional one-time decrease of 1.81% reflecting over-collections of certain costs, such as demand-side management, and insurance proceeds related to environmental remediation.

NYPSC-mandated Contracts with Customers: In March and April 2002 the New York State Public Service Commission (NYPSC) issued orders directing NYSEG to enter into long-term electric service contracts with two large industrial customers that contain unduly low and preferential rates. In April 2002 NYSEG petitioned for rehearing of these orders on the basis that each order, and each underlying contract, violates law, NYSEG's tariffs and NYPSC guidelines. In May 2002 the NYPSC denied NYSEG's petitions for rehearing. On July 24, 2002, NYSEG filed a petition with the New York State Supreme Court, Albany County, asking the court to overturn the NYPSC's orders directing NYSEG to enter into the long-term electric service contracts because the rates and the terms of those mandated contracts are unduly preferential and violate the law, NYSEG's tariffs and the NYPSC's guidelines. The proceeding is scheduled for argument before the court on September 13, 2002.

Lost revenues associated with these long-term electric service contracts are recovered through the asset sale gain account created by NYSEG's sale in 2001 of its interest in the Nine Mile Point 2 nuclear generating station (NMP2) and do not affect earnings. After giving effect to the amortization of the asset sale gain account to fund the first year of the electric rate reduction (See report on Form 10-K for Energy East and NYSEG for fiscal year ended December 31, 2001, Item 7 - Liquidity and Capital Resources, NYSEG Electric Rate Settlement), the remaining balance would be entirely consumed by discounts offered to these two large

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

industrial customers. NYSEG believes that the remaining balance should not be used for discounts provided to just two customers, but should be available to fund other economic development projects and for the recovery of uncontrollable costs.

RG&E 2002 Electric and Gas Rate Proposal: On February 15, 2002, RG&E filed a request with the NYPSC for new electric and natural gas rates to go into effect in January 2003. The filing included both a traditional single-year filing and a multi-year proposal. The single-year filing provides a basis to increase annual electric rates by $59 million, or 8.2%, and increase annual natural gas rates by about $19 million, or 6.6%. The multi-year proposal would freeze rates through the end of 2002 and set new unbundled rates for electric and natural gas delivery service in January 2003. This action did not result in a NYPSC order prior to June 30, 2002, the date through which RG&E's electric settlement applies. RG&E's current base rates for electric and natural gas service will likely remain in effect until a new order is issued by the NYPSC. RG&E, the Staff of the NYPSC and other parties have been engaged in settlement negotiations; but the outcome of such negotiations cannot be predicted. The proceedings are expected to be completed in March 2003. This extension is accompanied by a "make-whole" provision such that rates and any associated mechanisms would be adjusted to put RG&E and its customers in the same position they would have been had rates been allowed to go into effect as of January 14, 2003. (See RG&E's report on Form 10-K for the fiscal year ended December 31, 2001, Item 1, Regulatory Matters - 2002 Electric and Gas Rate Proposal.)

Ginna Relicensing: The Ginna Station operating license expires in 2009. On July 31, 2002 RG&E filed a license renewal application with the Nuclear Regulatory Commission (NRC), which, if approved, would extend the license through September 2029. An NRC decision on this matter is expected in 2005.

Natural Gas Delivery Business

RG&E Gas Supply Management Agreement: RG&E entered into a two-year supply portfolio management agreement, that began April 1, 2002, with Dynegy Marketing and Trade for Dynegy to assist RG&E in the cost-effective management of RG&E's firm contractual rights to natural gas supply, transportation and storage services. The agreement is designed to ensure that RG&E can reliably meet its customers' supply requirements while seeking to minimize the annual delivered cost of natural gas.

NYSEG Natural Gas Rate Filings: On October 19, 2001, NYSEG filed a natural gas rate case with the NYPSC. NYSEG proposed to unbundle delivery and gas supply charges, increase delivery rates by approximately $23 million, implement a gas adjustment clause, a weather normalization clause and a delivery adjustment clause, and continue the promotion of retail choice for all customers. The filing proposed to change the existing residential rate structure from fully bundled fixed sales service rates to fixed delivery rates and floating gas supply charges. Similarly, for nonresidential customers, delivery charges will be reset and fixed, while gas supply charges will float with market changes. NYSEG also proposed rate design changes by rate area and service class to more closely match NYSEG's cost to serve.

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

NYSEG's natural gas business is currently operating under a four-year rate plan that ends September 30, 2002. Its natural gas prices have been frozen for six years. The filed plan would continue NYSEG's natural gas rate freeze for residential sales customers and provide pricing options for nonresidential customers. The requested increases would allow NYSEG to recover and earn a return on over $250 million in infrastructure improvements since 1995, and ensure the continued safety and reliability of its natural gas delivery system. The rate plan is premised on an 11.5% return on equity and a 48% equity ratio. The new rates are proposed to become retroactively effective October 2002. The proceeding is expected to be completed by November 2002.

On October 29, 2001, NYSEG filed a petition with the NYPSC for authorization to defer the difference between natural gas costs embedded in its residential gas sales rates and actual gas costs incurred for residential sales customers during the period November 1, 2001, through September 30, 2002. The petition was the result of sustained unanticipated high wholesale commodity costs. (See Item 3 - Quantitative and Qualitative Disclosures About Market Risk - Commodity Price Risk.) The petition also addressed the direction NYSEG received to refund to natural gas customers approximately $1 million beginning January 1, 2002, representing the alleged overcollection of state taxes during calendar year 2000.

On May 14, 2002, NYSEG filed with the NYPSC a Joint Proposal, which was endorsed by NYPSC Staff, large customer groups and numerous gas marketers, that proposed to freeze delivery rates from July 1, 2002, through December 31, 2008, and implement a gas supply charge to collect the actual cost of gas. The Joint Proposal would resolve issues related to NYSEG's petition to defer the difference in natural gas costs referred to above. On June 19, 2002, the NYPSC remanded the case without decision to the Administrative Law Judge and directed him to initiate a process that would enable the NYPSC to decide the case by November 15, 2002, on the basis of a revised negotiated proposal and/or a litigated record.

Berkshire Gas Rate Increase: On July 17, 2001, Berkshire Gas Company, an indirect wholly-owned operating subsidiary of Energy East, filed a petition with the Massachusetts Department of Telecommunications and Energy (DTE) for a rate increase that would add about $5 million, or 9%, to Berkshire Gas' total annual revenues. On January 31, 2002, the DTE approved a rate increase of $2.3 million, or 4.5%, on total annual revenues. The DTE's approval included Berkshire's proposal for a 10-year incentive-based rate plan with a mid-period review after five years. After the initial rate increase, rates will be frozen until September 2004, at which time rates will be adjusted annually based on inflation less a 1% consumer dividend. The DTE also approved Berkshire's proposed rate design based on seasonal rates for residential and small commercial and industrial customers that are the same in the winter and summer. Berkshire's proposal for service quality enhancements will be addressed in another proceed ing. The new rates became effective February 1, 2002. On February 20, 2002, Berkshire filed a motion for clarification and recalculation of certain items in the DTE's final decision. On May 8, 2002 the DTE issued an order on the motion for clarification and recalculation, which resulted in virtually no change to the approved rates of January 31, 2002.

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

Other Matters

Statement 145: The Financial Accounting Standards Board (FASB) issued in April 2002 Statement of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrrections. Early application of the provisions of Statement 145 is encouraged and the company elected to do so in April 2002. The company now classifies the aggregate of gains and losses from the early extinguishment of debt as other income/deductions instead of as an extraordinary item on the income statement. The company will reclassify any such extraordinary items presented in prior periods. The remaining provisions of Statement 145 are not expected to have a material effect on the company's financial position or results of operations.

Statement 146: The FASB issued in June 2002 Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The provisions of Statement 146 will be effective for exit or disposal activities initiated after December 31, 2002. The company has not fully evaluated the effect that adopting Statement 146 will have on its results of operations or financial position.

Investing and Financing Activities

Investing Activities: Capital spending for the six months ended June 30, 2002, excluding the RGS Energy merger transaction, was $74 million. Capital spending including RGS Energy capital spending beginning with July 2002 is projected to be $294 million for 2002, and is expected to be paid for with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities and compliance with environmental requirements.

Financing Activities: During the six months ended June 30, 2002, the company repurchased 92,600 shares of its common stock, at an average price of $18.89 per share, and issued 372,790 shares, at an average price of $20.67 per share, through its Dividend Reinvestment and Stock Purchase Plan, substantially out of treasury stock.

The company and its subsidiaries have renewed credit agreements with certain banks that provide for borrowing up to $410 million as follows: $260 million for 364-day periods, which the company expects to renew annually, and $150 million for a three-year period.

In May 2001 the company filed a shelf registration statement with the SEC to sell up to $1 billion in an unspecified combination of debt and trust preferred securities, of which $5 million is currently available. The company used the majority of the net proceeds from this shelf registration to fund the cash portion of the consideration for the merger with RGS Energy. (See Energy East Corporation and RGS Energy Merger Agreement.) The company also used a portion of the proceeds for general corporate purposes, such as short-term debt reduction, repurchases of securities and to fund an equity contribution to NYSEG.

In June 2002, the company issued $400 million of 6.75% 10-year notes due June 2012 under the shelf registration statement mentioned above. The proceeds were used to help fund the RGS Energy merger. Through financial instruments entered into in August 2001, the company locked in the treasury rate component of this financing at an average rate of 5.05%.

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

In July 2002 the company entered into a fixed-to-floating interest rate swap on the company's 5.75% notes due November 2006. The company receives a fixed rate of 5.75% and will pay a rate based on the six month London Interbank Offered Rate plus 1.565%, on a notional amount of $250 million through November 2006.

In July 2002 the company terminated a fixed-to-floating interest rate swap on the company's 8.05% notes due November 2010. The company received $16 million, the value of the swap on the date of termination, and will amortize that gain over the remaining life of the notes.

CMP issued the following Series E Medium Term Notes (MTN), the proceeds of which were used to repay $50 million of maturing medium-term notes, as well as short-term debt and for general corporate purposes:

• On May 22, 2002, $37.5 million of 6.50% Series E MTNs due May 2009.
• On May 28, 2002, $37.5 million of 6.65% Series E MTNs due May 2012.

In May 2002 NYSEG redeemed, at a premium, $150 million of 8 7/8% Series first mortgage bonds due November 1, 2021, and redeemed, at par, the remaining $21.34 million of two 9 7/8% Series first mortgage bonds due 2020. The redemptions were financed with internally generated cash and the proceeds from the promissory note for the sale of NMP2 prepaid by Constellation Nuclear. (See the company's Form 10-Q for the quarter ended March 31, 2002, Item 2(a) Liquidity and Capital Resources - Electric Delivery Business - Sale of Nine Mile Point 2). NYSEG incurred a $10 million reduction to earnings in the second quarter of 2002 as a result of these redemptions, but will save over $16 million each year in interest costs. (See Other Matters, Statement 145, above.)

Additional financing needed by NYSEG to repay $150 million of maturing 6 3/4% Series first mortgage bonds is expected to be completed in October 2002. Through financial instruments issued in June 2002, NYSEG has locked in the treasury rate component of that financing at an average rate of 4.186%.

(b) Results of Operations

Three months ended June 30 (Thousands, except per share amounts)	2002	2001	Change
Operating Revenues	$714,874	$849,010	(16%)
Operating Income	$81,476	$90,161	(10%)
Net Income	$5,323	$26,574	(80%)
Average Common Shares Outstanding	117,820	116,399	1%
Earnings Per Share, basic and diluted	$.05	$.23	(78%)
Dividends Paid Per Share	$.24	$.23	4%

Earnings for the quarter ended June 30, 2002, were 14 cents per share compared to 23 cents per share for the prior year quarter, excluding a loss of eight cents per share from NYSEG's early retirement of debt and a writedown of CMP Group, Inc.'s investment in NEON Communications, Inc. that reduced earnings by one cent per share. (See Note 2 and Note 9 to the company's consolidated Financial Statements.) The decrease is primarily the result of: 17 cents per share due to an electric price reduction for NYSEG effective March 1, 2002, four cents per share due to fewer wholesale electric sales at lower market prices and three cents per share for additional preferred stock dividends. Those decreases were partially offset by increases of six cents per

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

share for lower prices of natural gas purchases, three cents per share for an increase in natural gas and electric deliveries (primarily residential and commercial) due to cold spring weather, and five cents per share for the elimination of goodwill amortization in 2002.

Six months ended June 30 (Thousands, except per share amounts)	2002	2001	Change
Operating Revenues	$1,743,452	$2,120,148	(18%)
Operating Income	$320,346	$352,689	(9%)
Net Income	$110,893	$142,175	(22%)
Average Common Shares Outstanding	117,273	116,890	-
Earnings Per Share, basic and diluted	$.95	$1.22	(22%)
Dividends Paid Per Share	$.48	$.46	4%

Earnings per share for the six months decreased 13 cents compared to the prior year period, excluding a loss of eight cents per share from NYSEG's early retirement of debt and the combined first and second quarter 2002 writedowns of CMP Group, Inc.'s investment in NEON Communications, Inc. that reduced earnings per share by six cents. (See Note 2 and Note 9 to the company's consolidated Financial Statements.) The decrease is primarily the result of: 19 cents per share due to an electric price reduction for NYSEG effective March 1, 2002, 11 cents per share due to fewer wholesale electric sales at lower market prices, six cents per share because of a reduction in electric and natural gas retail deliveries due to mild winter weather and seven cents per share for additional preferred stock dividends. Those decreases were partially offset by increases of 11 cents per share for lower costs of natural gas purchases, 11 cents per share for the elimination of goodwill amortization in 2002 and six cents per share b ecause of decreases in other taxes.

Operating Results for the Electric Delivery Business

Three months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Megawatt-hours	5,316	5,501	(3%)
Operating Revenues	$504,364	$592,781	(15%)
Operating Expenses	$437,334	$492,260	(11%)
Operating Income	$67,030	$100,521	(33%)

The $88 million decrease in operating revenues for the quarter is primarily the result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002, which reduced revenues by $42 million; a price reduction for NYSEG, effective March 1, 2002, of $33 million; and lower wholesale revenues of $15 million primarily due to lower market prices for electricity.

Operating expenses decreased $55 million for the quarter primarily due to a $42 million decrease in electricity purchased because CMP is no longer the standard-offer provider for the supply of electricity, $12 million primarily due to fewer electricity purchases as a result of lower industrial sales and $2 million due to the elimination of goodwill amortization.

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

Six months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Megawatt-hours	11,296	11,705	(3%)
Operating Revenues	$1,135,404	$1,280,787	(11%)
Operating Expenses	$905,289	$991,128	(9%)
Operating Income	$230,115	$289,659	(21%)

The $145 million decrease in operating revenues for the six months is primarily the result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002, which reduced revenues by $69 million; a price reduction for NYSEG, effective March 1, 2002, of $37 million; and lower wholesale revenues of $32 million primarily due to lower market prices for electricity.

Operating expenses decreased $86 million for the six months primarily due to a $69 million decrease in electricity purchased because CMP is no longer the standard-offer provider for the supply of electricity, $18 million primarily due to fewer electricity purchases as a result of lower industrial sales and $4 million due to the elimination of goodwill amortization.

Operating Results for the Natural Gas Delivery Business

Three months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Dekatherms	30,352	26,422	15%
Operating Revenues	$165,087	$181,610	(9%)
Operating Expenses	$149,124	$184,875	(19%)
Operating Income	$15,963	$(3,265)	n/a

The $17 million decrease in operating revenues for the three months is primarily the result of a $31 million decrease because of lower market prices of gas that are passed on to customers, partially offset by a $15 million increase for higher retail deliveries because of colder weather.

Operating expenses decreased $36 million for the quarter primarily due to a $42 million decrease in purchased gas costs caused by lower market prices and a $4 million decrease because of the elimination of goodwill, partially offset by increased purchases for higher retail deliveries of $11 million.

Six months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Dekatherms	86,459	81,938	6%
Operating Revenues	$510,055	$694,823	(27%)
Operating Expenses	$413,402	$615,735	(33%)
Operating Income	$96,653	$79,088	22%

The $185 million decrease in operating revenues for the six months is primarily the result of a $128 million decrease because of lower market prices of gas that are passed on to customers, and decreased deliveries because of mild winter weather of $65 million.

Operating expenses decreased $202 million for the six months primarily due to a $155 million decrease in purchased gas costs caused by lower market prices, reduced purchases of gas due to lower deliveries of $35 million and an $8 million decrease because of the elimination of goodwill.

Item 1.  Financial Statements

Central Maine Power Company
Consolidated Statements of Income - (Unaudited)

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
(Thousands)
Operating Revenues
Sales and services	$139,208	$192,472	$339,822	$422,632
Operating Expenses
Electricity purchased and fuel     used in generation	60,727	115,358	145,417	233,660
Other operating expenses	43,029	43,361	89,161	85,539
Maintenance	9,644	9,233	20,157	20,748
Depreciation and amortization	10,079	9,095	18,933	18,240
Other taxes	5,681	4,912	11,161	9,978
Total Operating Expenses	129,160	181,959	284,829	368,165
Operating Income	10,048	10,513	54,993	54,467
Other (Income)	(1,073)	(2,291)	(2,651)	(3,131)
Other Deductions	372	487	801	1,048
Interest Charges, Net	6,857	6,565	14,941	13,065
Income Before Income Taxes	3,892	5,752	41,902	43,485
Income Taxes (Benefit)	(1,401)	1,977	13,327	17,465
Net Income	5,293	3,775	28,575	26,020
Preferred Stock Dividends	361	361	721	721
Earnings Available for Common Stock	$4,932	$3,414	$27,854	$25,299

The notes on pages 39 through 48 are an integral part of the financial statements.

Central Maine Power Company
Consolidated Balance Sheets - (Unaudited)

	June 30, 2002	Dec. 31, 2001
(Thousands)
Assets
Current Assets
Cash and cash equivalents	$10,100	$20,777
Accounts receivable, net	106,134	123,615
Materials and supplies, at average cost	8,718	9,018
Accumulated deferred income tax benefits, net	-	74
Prepayments and other current assets	4,863	10,439
Total Current Assets	129,815	163,923
Utility Plant, at Original Cost
Electric	1,321,150	1,312,778
Less accumulated depreciation	501,881	488,159
Net Utility Plant in Service	819,269	824,619
Construction work in progress	2,741	5,546
Total Utility Plant	822,010	830,165
Other Property	5,855	5,988
Investment in Associated Companies, at Equity	29,760	29,868
Regulatory and Other Assets
Regulatory assets
Nuclear plant obligations	174,955	199,797
Unfunded future income taxes	94,156	90,471
Unamortized loss on debt reacquisitions	10,306	11,006
Demand-side management program costs	10,799	14,054
Environmental remediation costs	5,000	6,075
Other	80,548	139,987
Total regulatory assets	375,764	461,390
Other assets
Goodwill, net	325,174	325,174
Prepaid pension benefits	26,851	29,886
Other	16,681	19,406
Total other assets	368,706	374,466
Total Regulatory and Other Assets	744,470	835,856
Total Assets	$1,731,910	$1,865,800

The notes on pages 39 through 48 are an integral part of the financial statements.

Central Maine Power Company
Consolidated Balance Sheets - (Unaudited)

	June 30, 2002	Dec. 31, 2001
(Thousands)
Liabilities
Current Liabilities
Current portion of long-term debt	$13,069	$52,959
Notes payable	16,500	46,500
Accounts payable and accrued liabilities	40,461	64,104
Interest accrued	4,378	5,181
Taxes accrued	3,525	-
Other	43,042	40,206
Total Current Liabilities	120,975	208,950
Regulatory and Other Liabilities
Regulatory liabilities
Deferred income taxes	91,677	92,630
Gain on sale of generation assets	127,671	190,779
Pension benefits	7,053	7,355
Other	7,866	21,840
Total regulatory liabilities	234,267	312,604
Other liabilities
Deferred income taxes	30,665	17,385
Nuclear plant obligations	174,955	199,797
Other postretirement benefits	69,292	66,801
Environmental remediation costs	2,773	2,790
Other	101,017	119,575
Total other liabilities	378,702	406,348
Total Regulatory and Other Liabilities	612,969	718,952
Long-term debt	298,366	235,133
Total Liabilities	1,032,310	1,163,035
Commitments	-	-
Preferred Stock  Preferred stock	35,571	35,571
Capital in excess of par value	(3,222)	(3,316)
Common Stock Equity  Common stock	156,057	162,213
Capital in excess of par value	485,297	498,141
Retained earnings	28,045	31,304
Accumulated other comprehensive income (loss)	(2,148)	(2,148)
Treasury stock, at cost	-	(19,000)
Total Common Stock Equity	667,251	670,510
Total Liabilities and Stockholder's Equity	$1,731,910	$1,865,800

The notes on pages 39 through 48 are an integral part of the financial statements.

Central Maine Power Company
Consolidated Statements of Cash Flows - (Unaudited)

Six Months Ended June 30	2002	2001
(Thousands)
Operating Activities
Net income	$28,575	$26,020
Adjustments to reconcile net income to net cash   provided by operating activities
Depreciation and amortization	18,933	18,240
Income taxes and investment tax credits deferred, net	8,717	8,677
Pension income	3,035	(200)
Changes in current operating assets and liabilities
Accounts receivable	17,481	18,297
Inventory	300	(296)
Prepayments and other current assets	5,576	1,693
Accounts payable and accrued liabilities	(23,643)	(1,874)
Interest accrued	(803)	(274)
Taxes accrued	3,525	-
Other current liabilities	2,836	(12,882)
Other assets	19,123	(3,722)
Other liabilities	(36,169)	(2,513)
Net Cash Provided by Operating Activities	47,486	51,166
Investing Activities
Utility plant additions	(19,928)	(22,692)
Other property and investment uses	(35)	(4)
Other property and investment sources	112	-
Net Cash Used in Investing Activities	(19,851)	(22,696)
Financing Activities
Long-term note issuances	75,000	35,000
Long-term note repayments	(51,478)	(1,477)
Notes payable - three months or less, net	(30,000)	(22,500)
Dividends on common and preferred stock	(31,834)	(45,706)
Net Cash Used in Financing Activities	(38,312)	(34,683)
Net (Decrease) Increase in Cash and Cash Equivalents	(10,677)	(6,213)
Cash and Cash Equivalents, Beginning of Period	20,777	17,933
Cash and Cash Equivalents, End of Period	$10,100	$11,720

The notes on pages 39 through 48 are an integral part of the financial statements.

Central Maine Power Company
Consolidated Statements of Retained Earnings - (Unaudited)

Six Months Ended June 30	2002	2001
(Thousands)
Balance, Beginning of Period	$31,304	$23,291
Add net income	28,575	26,020
	59,879	49,311
Deduct Dividends on Capital Stock
Preferred	721	721
Common	31,113	44,985
	31,834	45,706
Balance, End of Period	$28,045	$3,605

The notes on pages 39 through 48 are an integral part of the financial statements.

Central Maine Power Company
Consolidated Statements of Comprehensive Income - (Unaudited)

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
(Thousands)
Net income	$5,293	$3,775	$28,575	$26,020
Other comprehensive income (loss), net of tax
Net unrealized (loss) gain on investments	-	(91)	-	184
Total other comprehensive income (loss)	-	(91)	-	184
Comprehensive Income	$5,293	$3,684	$28,575	$26,204

The notes on pages 39 through 48 are an integral part of the financial statements.

Item 2.  Management's discussion and analysis of financial condition
              and results of operations

Central Maine Power Company

1. Liquidity and Capital Resources
   

Electric Delivery Business

Sale of CMP Interest in Vermont Yankee: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Regional Transmission Organization: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Transmission Planning and Expansion: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Electric Transmission Rates: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

CMP Alternative Rate Plan: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Other Matters

Statement 145: See Energy East Corporation's Item 2(a), Other Matters, for the discussion of this item.

Investing and Financing Activities

Investing Activities: Capital spending for the six months ended June 30, 2002, was $20 million. Capital spending is projected to be $41 million in 2002 and is expected to be paid for with internally generated funds. Capital spending will be primarily for the extension of electric delivery service, necessary improvements to existing facilities and compliance with environmental requirements.

Financing Activities: In January 2002 CMP cancelled its shares of treasury stock, which had a carrying value of $19 million, and restored the shares to the status of authorized but unissued shares of common stock of the corporation.

CMP issued the following Series E Medium Term Notes (MTN), the proceeds of which were used to repay $50 million of maturing medium-term notes, as well as short-term debt and for general corporate purposes:

• On May 22, 2002, $37.5 million of 6.50% Series E MTNs due May 2009.
• On May 28, 2002, $37.5 million of 6.65% Series E MTNs due May 2012.

Management's discussion and analysis of financial condition and results of operations

Central Maine Power Company

2. Results of Operations
   

Three months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Megawatt-hours	1,991	2,221	(10%)
Operating Revenues	$139,208	$192,472	(28%)
Operating Expenses	$129,160	$181,959	(29%)
Operating Income	$10,048	$10,513	(4%)
Earnings Available for Common Stock	$4,932	$3,414	44%

Earnings for the quarter increased approximately $2 million, primarily due to the elimination of goodwill amortization in 2002.

The $53 million decrease in operating revenues for the quarter is primarily the result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002, which reduced revenues by $42 million. Operating expenses also decreased $53 million for the quarter, primarily due to a $42 million decrease in electricity purchased as a result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002 and a $12 million decrease due to fewer electricity purchases as a result of lower industrial sales. Operating expenses also decreased $2 million due to the elimination of goodwill amortization in 2002.

Management's discussion and analysis of financial condition and results of operations

Central Maine Power Company

Six months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Megawatt-hours	4,235	4,639	(9%)
Operating Revenues	$339,822	$422,632	(20%)
Operating Expenses	$284,829	$368,165	(23%)
Operating Income	$54,993	$54,467	1%
Earnings Available for Common Stock	$27,854	$25,299	10%

Earnings for the six months increased approximately $3 million, primarily due to the elimination of goodwill amortization in 2002.

The $83 million decrease in operating revenues for the six months is primarily the result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002, which reduced revenues $69 million, and a $19 million decrease primarily due to lower industrial sales. Operating expenses also decreased $83 million for the six months, primarily due to an $88 million decrease in electricity purchased, $69 million as a result of CMP no longer being the standard-offer provider for the supply of electricity effective in March 2002 and $18 million primarily due to fewer purchases as a result of lower industrial sales. Operating expenses also decreased $4 million due to the elimination of goodwill amortization in 2002.

Item 1.  Financial Statements

New York State Electric & Gas Corporation
Statements of Income - (Unaudited)

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
(Thousands)
Operating Revenues
Electric	$365,098	$400,220	$795,472	$857,982
Natural gas	60,347	55,320	187,227	223,019
Total Operating Revenues	425,445	455,540	982,699	1,081,001
Operating Expenses
Electricity purchased and fuel     used in generation	205,534	193,796	413,251	395,316
Natural gas purchased	32,759	39,907	109,675	162,516
Other operating expenses	55,411	61,882	108,121	116,796
Maintenance	18,070	19,811	39,019	40,873
Depreciation and amortization	24,560	25,791	48,992	51,128
Other taxes	27,592	31,034	59,190	65,903
Total Operating Expenses	363,926	372,221	778,248	832,532
Operating Income	61,519	83,319	204,451	248,469
Other (Income)	(1,778)	(1,220)	(2,566)	(2,005)
Other Deductions	16,438	301	17,251	3,472
Interest Charges, Net	23,350	27,112	48,524	53,764
Income Before Income Taxes	23,509	57,126	141,242	193,238
Income Taxes	10,364	23,907	58,476	80,421
Net Income	13,145	33,219	82,766	112,817
Preferred Stock Dividends	99	99	198	198
Earnings Available for Common Stock	$13,046	$33,120	$82,568	$112,619

The notes on pages 39 through 48 are an integral part of the financial statements.

New York State Electric & Gas Corporation
Balance Sheets - (Unaudited)

	June 30, 2002	Dec. 31, 2001
(Thousands)
Assets
Current Assets
Cash and cash equivalents	$30,032	$21,617
Special deposits	6,453	1,432
Accounts receivable, net	231,728	292,687
Note receivable	247	12,126
Fuel, at average cost	16,845	32,094
Materials and supplies, at average cost	6,540	7,027
Accumulated deferred income tax benefits, net	3,958	3,930
Prepayments	20,192	26,421
Total Current Assets	315,995	397,334
Utility Plant, at Original Cost
Electric	2,533,634	2,562,194
Natural gas	661,312	654,224
Common	119,891	132,928
	3,314,837	3,349,346
Less accumulated depreciation	1,331,143	1,341,964
Net Utility Plant in Service	1,983,694	2,007,382
Construction work in progress	22,695	22,885
Total Utility Plant	2,006,389	2,030,267
Other Property and Investments, Net	42,599	43,242
Regulatory and Other Assets
Regulatory assets
Unfunded future income taxes	9,370	12,984
Unamortized loss on debt reacquisitions	33,536	42,959
Demand-side management program costs	-	4,083
Environmental remediation costs	53,567	53,167
Other	5,433	17,917
Total regulatory assets	101,906	131,110
Other assets
Goodwill, net	11,199	11,199
Prepaid pension benefits	375,473	334,769
Note receivable	-	47,553
Other	14,278	18,949
Total other assets	400,950	412,470
Total Regulatory and Other Assets	502,856	543,580
Total Assets	$2,867,839	$3,014,423

The notes on pages 39 through 48 are an integral part of the financial statements.

New York State Electric & Gas Corporation
Balance Sheets - (Unaudited)

	June 30, 2002	Dec. 31, 2001
(Thousands)
Liabilities
Current Liabilities
Current portion of long-term debt	$150,369	$150,873
Accounts payable and accrued liabilities	101,291	109,476
Interest accrued	13,721	15,967
Taxes accrued	44,129	7,499
Other	44,716	65,268
Total Current Liabilities	354,226	349,083
Regulatory and Other Liabilities
Regulatory liabilities
Deferred income taxes	12,159	17,308
Gain on sale of generation assets	43,281	60,476
Other	32,440	29,810
Total regulatory liabilities	87,880	107,594
Other liabilities
Deferred income taxes	329,523	310,456
Other postretirement benefits	192,465	187,916
Environmental remediation costs	76,500	76,100
Other	65,046	85,126
Total other liabilities	663,534	659,598
Total Regulatory and Other Liabilities	751,414	767,192
Long-term debt	869,708	1,039,135
Total Liabilities	1,975,348	2,155,410
Commitments	-	-
Preferred Stock  Preferred stock redeemable solely at NYSEG's option	10,159	10,159
Common Stock Equity  Common stock	430,057	430,057
Capital in excess of par value	270,835	270,835
Retained earnings	186,765	164,197
Accumulated other comprehensive (loss)	(5,325)	(16,235)
Total Common Stock Equity	882,332	848,854
Total Liabilities and Stockholder's Equity	$2,867,839	$3,014,423

The notes on pages 39 through 48 are an integral part of the financial statements.

New York State Electric & Gas Corporation
Statements of Cash Flows - (Unaudited)

Six Months Ended June 30	2002	2001
(Thousands)
Operating Activities
Net income	$82,766	$112,817
Adjustments to reconcile net income to net cash   provided by operating activities
Depreciation and amortization	48,992	51,128
Income taxes and investment tax credits deferred, net	9,723	6,285
Pension income	(35,160)	(36,082)
Changes in current operating assets and liabilities
Accounts receivable	60,959	63,870
Inventory	15,736	5,907
Prepayments	6,229	4,612
Accounts payable and accrued liabilities	(8,185)	(57,796)
Interest accrued	(2,246)	1,631
Taxes accrued	36,630	3,032
Other current liabilities	(20,552)	(21,648)
Other assets	24,336	12,268
Other liabilities	705	6,290
Net Cash Provided by Operating Activities	219,933	152,314
Investing Activities
Utility plant additions	(36,361)	(30,142)
Contributions in aid of construction	1,358	924
Note receivable, sale of generation assets	59,442	-
Proceeds from sale of utility plant	6,239	284
Other property and investment sources	211	3,817
Other property and investment uses	(170)	(2,443)
Special deposits	(5,014)	21,016
Net Cash Provided by (Used in) Investing Activities	25,705	(6,544)
Financing Activities
Notes payable - three months or less, net	-	(85,000)
Repayments of first mortgage bonds, including net premiums	(177,025)	-
Dividends on common and preferred stock	(60,198)	(65,741)
Net Cash Used in Financing Activities	(237,223)	(150,741)
Net Increase (Decrease) in Cash and Cash Equivalents	8,415	(4,971)
Cash and Cash Equivalents, Beginning of Period	21,617	17,618
Cash and Cash Equivalents, End of Period	$30,032	$12,647

The notes on pages 39 through 48 are an integral part of the financial statements.

New York State Electric & Gas Corporation
Statements of Retained Earnings - (Unaudited)

Six Months Ended June 30	2002	2001
(Thousands)
Balance, Beginning of Period	$164,197	$35,329
Add net income	82,766	112,817
	246,963	148,146
Deduct Dividends on Capital Stock
Preferred	198	198
Common	60,000	65,543
	60,198	65,741
Balance, End of Period	$186,765	$82,405

The notes on pages 39 through 48 are an integral part of the financial statements.

New York State Electric & Gas Corporation
Statements of Comprehensive Income - (Unaudited)

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
(Thousands)
Net income	$13,145	$33,219	$82,766	$112,817
Other comprehensive income (loss), net of tax
Net unrealized (loss) gain on investments	(264)	5	(538)	84
Minimum pension liability adjustment	-	50	-	50
Unrealized gains (losses) on derivatives   qualified as hedges
Unrealized gains on derivatives qualified       as hedges arising during the period due       to cumulative effect of a change in       accounting principle	- -	- -	- -	54,602
Unrealized losses (gains) on derivatives qualified       as hedges	(11,259)	(48,460)	4,251	(61,721)
Reclassification adjustment for losses (gains)       included in net income	543	(2,561)	7,197	(12,399)
Net unrealized (losses) gains on derivatives qualified as hedges	(10,716)	(51,021)	11,448	(19,518)
Total other comprehensive income (loss)	(10,980)	(50,966)	10,910	(19,384)
Comprehensive Income (Loss)	$2,165	$(17,747)	$93,676	$93,433

The notes on pages 39 through 48 are an integral part of the financial statements.

Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations

New York State Electric & Gas Corporation

(a) Liquidity and Capital Resources

Energy East Corporation and RGS Energy Merger

In connection with Energy East's merger with RGS Energy, NYSEG became a wholly-owned subsidiary of RGS Energy.

Electric Delivery Business

Regional Transmission Organization: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Transmission Planning and Expansion: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Electric Transmission Rates: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

NYPSC-mandated Contracts with Customers: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Natural Gas Delivery Business

NYSEG Natural Gas Rate Filings: See Energy East Corporation's Item 2(a), Natural Gas Delivery Business, for the discussion of this item.

Other Matters

Statement 145: See Energy East Corporation's Item 2(a), Other Matters, for the discussion of this item.

Investing Activities

Investing Activities: Capital spending for the first six months of 2002 was $36 million. Capital spending is projected to be $104 million in 2002 and is expected to be paid for with internally generated funds. Capital spending will be primarily for necessary improvements to existing facilities, the extension of energy delivery service and compliance with environmental requirements.

Financing Activities: In May 2002 NYSEG redeemed, at a premium, $150 million of 8 7/8% Series first mortgage bonds due November 1, 2021, and redeemed, at par, the remaining $21.34 million of two 9 7/8% Series first mortgage bonds due 2020. The redemptions were financed with internally generated cash and the proceeds from the promissory note prepaid by Constellation Nuclear for the sale of NMP2. (See the company's Form 10-Q for the quarter ended March 31, 2002, Item 2(a) Liquidity and Capital Resources - Electric Delivery Business - Sale of Nine Mile Point 2). NYSEG incurred a $10 million reduction to earnings in the second quarter of 2002 as a result of these redemptions, but will save over $16 million each year in interest costs. (See Other Matters, Statement 145.)

Management's discussion and analysis of financial condition and results of operations

New York State Electric & Gas Corporation

Additional financing needed by NYSEG to repay $150 million of maturing 6 3/4% Series first mortgage bonds is expected to be completed in October 2002. Through financial instruments issued in June 2002, NYSEG has locked in the treasury rate component of that financing at an average rate of 4.186%.

(b) Results of Operations

Three months ended June 30 (Thousands)	2002	2001	Change
Operating Revenues	$425,445	$455,540	(7%)
Operating Income	$61,519	$83,319	(26%)
Earnings Available for Common Stock	$13,046	$33,120	(61%)

Earnings for the quarter were $20 million lower than for the prior year quarter primarily due to an electric price reduction, effective March 1, 2002, that decreased earnings $20 million and a $10 million loss from the early retirement of debt. Those decreases were partially offset by lower costs of natural gas purchases of $6 million.

Six months ended June 30 (Thousands)	2002	2001	Change
Operating Revenues	$982,699	$1,081,001	(9%)
Operating Income	$204,451	$248,469	(18%)
Earnings Available for Common Stock	$82,568	$112,619	(27%)

Earnings for the six months were $30 million lower than for the same period last year primarily due to an electric price reduction, effective March 1, 2002, that decreased earnings $22 million, fewer wholesale electric sales at lower market prices of $12 million and a $10 million loss from the early retirement of debt. Those decreases were partially offset by lower costs of natural gas purchases of $8 million.

Operating Results for the Electric Delivery Business

Three months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Megawatt-hours	3,325	3,280	1%
Operating Revenues	$365,098	$400,220	(9%)
Operating Expenses	$308,109	$310,211	(1%)
Operating Income	$56,989	$90,009	(37%)

The $35 million decrease in operating revenues for the quarter is primarily due to a price reduction, effective March 1, 2002, that decreased revenues $33 million and lower wholesale revenues of $15 million primarily due to lower market prices. Those decreases were partially offset by higher transmission revenues of $6 million due to greater transmission line congestion.

Operating expenses for the quarter decreased $2 million due to lower market prices for electricity of $5 million, offset by $6 million for the pass-through of the market price of electricity allowed in the electric rate settlement. Certain operating expenses decreased $14 million primarily due to the sale of NMP2, offset by a $10 million increase for purchased power costs to replace energy previously provided by NMP2.

Management's discussion and analysis of financial condition and results of operations

New York State Electric & Gas Corporation

Six months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Megawatt-hours	7,061	7,067	-
Operating Revenues	$795,472	$857,982	(7%)
Operating Expenses	$620,333	$622,785	-
Operating Income	$175,139	$235,197	(26%)

The $63 million decrease in operating revenues for the six months is primarily due to a price reduction, effective March 1, 2002, that decreased revenues $37 million and lower wholesale revenues of $32 million primarily due to lower market prices.

Operating expenses for the six months decreased $2 million due to lower market prices for electricity of $11 million, offset by $10 million for the pass-through of the market price of electricity allowed in the electric rate settlement. Operating expenses decreased $21 million due to the sale of NMP2, offset by a $19 million increase for purchased power costs to replace energy previously provided by NMP2.

Operating Results for the Natural Gas Delivery Business

Three months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Dekatherms	10,944	9,773	12%
Operating Revenues	$60,347	$55,320	9%
Operating Expenses	$55,817	$62,010	(10%)
Operating Income	$4,530	$(6,690)	n/a

The $5 million increase in operating revenues for the quarter is primarily due to an $8 million increase from higher deliveries because of colder weather, partially offset by lower market prices of gas that are passed on to nonresidential customers of $2 million.

Operating expenses decreased $6 million for the quarter primarily due to a decrease in the cost of natural gas purchased of $11 million as a result of lower natural gas prices due to market conditions, partially offset by increased gas purchases of $6 million for higher retail deliveries.

Six months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Dekatherms	32,783	33,737	(3%)
Operating Revenues	$187,227	$223,019	(16%)
Operating Expenses	$157,915	$209,747	(25%)
Operating Income	$29,312	$13,272	121%

The $36 million decrease in operating revenues for the six months is primarily due to lower market prices of gas that are passed on to nonresidential and wholesale customers of $28 million, and decreased deliveries because of mild winter weather of $9 million.

Operating expenses decreased $52 million for the six months primarily due to a decrease in the cost of natural gas purchased of $41 million as a result of lower natural gas prices due to market conditions and a decrease in gas purchases of $12 million for lower deliveries.

Item 1.  Financial Statements

Rochester Gas and Electric Corporation
Statements of Income - (Unaudited)

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
(Thousands)
Operating Revenues
Electric	$167,599	$176,558	$336,556	$365,617
Natural gas	51,208	49,858	160,541	190,965
Total Operating Revenues	218,807	226,416	497,097	556,582
Operating Expenses
Electricity purchased and fuel     used in generation	51,679	33,732	95,720	67,073
Natural gas purchased	29,173	30,408	93,103	119,837
Other operating expenses	78,389	56,112	137,086	108,912
Maintenance	16,259	14,863	32,177	28,330
Depreciation and amortization	25,162	28,590	50,130	56,969
Other taxes	21,010	21,230	46,504	47,253
Total Operating Expenses	221,672	184,935	454,720	428,374
Operating Income (Loss)	(2,865)	41,481	42,377	128,208
Other (Income)	(3,184)	(3,930)	(7,822)	(6,807)
Other Deductions	4,181	5,430	5,837	11,659
Interest Charges, Net	12,919	16,238	27,203	30,761
Income (Loss) Before Income Taxes	(16,781)	23,743	17,159	92,595
Income Taxes	228	12,228	13,439	38,192
Net Income (Loss)	(17,009)	11,515	3,720	54,403
Preferred Stock Dividends	925	925	1,850	1,850
Earnings Available for Common Stock	$(17,934)	$10,590	$1,870	$52,553

The notes on pages 39 through 48 are an integral part of the financial statements.

Rochester Gas and Electric Corporation
Balance Sheets - (Unaudited)

	June 30, 2002	Dec. 31, 2001
(Thousands)
Assets
Current Assets
Cash and cash equivalents	$70,081	$20,631
Accounts receivable, net	102,009	114,768
Notes receivable	-	10,097
Affiliate receivable	10,084	87,139
Fuel, at average cost	16,472	44,147
Materials and supplies, at average cost	8,481	5,244
Prepayments	34,856	22,153
Total Current Assets	241,983	304,179
Utility Plant, at Original Cost
Electric	1,894,002	1,862,805
Natural gas	503,475	496,594
Common	142,025	133,825
	2,539,502	2,493,224
Less accumulated depreciation	1,494,028	1,454,283
Net Utility Plant in Service	1,045,474	1,038,941
Construction work in progress	157,808	141,591
Total Utility Plant	1,203,282	1,180,532
Other Property and Investments, Net	220,490	222,860
Regulatory and Other Assets
Regulatory assets
Nuclear plant obligations	326,649	327,221
Unfunded future income taxes	54,559	52,549
Environmental remediation costs	11,942	12,588
Other	285,900	271,876
Total regulatory assets	679,050	664,234
Other assets
Prepaid pension benefits	16,784	-
Note receivable	-	40,387
Other	43,193	40,815
Total other assets	59,977	81,202
Total Regulatory and Other Assets	739,027	745,436
Total Assets	$2,404,782	$2,453,007

The notes on pages 39 through 48 are an integral part of the financial statements.

Rochester Gas and Electric Corporation
Balance Sheets - (Unaudited)

	June 30, 2002	Dec. 31, 2001
(Thousands)
Liabilities
Current Liabilities
Current portion of long-term debt	$4,553	$104,387
Accounts payable and accrued liabilities	80,084	75,885
Affiliate payable	730	26,871
Interest accrued	10,368	12,338
Taxes accrued	11,436	4,381
Other	45,697	49,617
Total Current Liabilities	152,868	273,479
Regulatory and Other Liabilities
Regulatory liabilities
Deferred income taxes	29,962	30,393
Other	40,148	27,645
Total regulatory liabilities	70,110	58,038
Other liabilities
Deferred income taxes	221,801	212,005
Nuclear waste disposal	101,864	101,268
Other postretirement benefits	62,923	60,238
Environmental remediation costs	22,356	22,356
Other	98,044	109,246
Total other liabilities	506,988	505,113
Total Regulatory and Other Liabilities	577,098	563,151
Long-term debt	909,967	787,243
Total Liabilities	1,639,933	1,623,873
Commitments	-	-
Preferred Stock  Preferred stock subject to mandatory redemption  Preferred stock redeemable solely at RG&E's option	25,000  47,000	25,000  47,000
Common Stock Equity  Common stock	194,429	194,429
Capital in excess of par value	505,889	505,889
Retained earnings	109,769	174,054
Treasury stock, at cost	(117,238)	(117,238)
Total Common Stock Equity	692,849	757,134
Total Liabilities and Stockholder's Equity	$2,404,782	$2,453,007

The notes on pages 39 through 48 are an integral part of the financial statements.

Rochester Gas and Electric Corporation
Statements of Cash Flows - (Unaudited)

Six Months Ended June 30	2002	2001
(Thousands)
Operating Activities
Net income	$3,720	$54,403
Adjustments to reconcile net income to net cash   provided by operating activities
Depreciation and amortization	55,361	65,960
Writedown of software development costs	13,718
Deferred recoverable fuel costs	6,588	6,974
Income taxes and investment tax credits deferred, net	(7,544)	(6,231)
Changes in current operating assets and liabilities
Accounts receivable	34,748	32,362
Inventory	6,998	8,579
Prepayments	(12,703)	695
Accounts payable and accrued liabilities	6,538	(9,683)
Interest accrued	(1,970)	(36)
Taxes accrued	7,055	12,453
Other current liabilities	8,184	(760)
Other assets	(11,222)	14,347
Other liabilities	7,506	(14,288)
Net Cash Provided by Operating Activities	116,977	164,775
Investing Activities
Utility plant additions	(75,002)	(63,345)
Note receivable, sale of generation assets	50,484	-
Nuclear generating plant decommissioning fund	(8,662)	(10,336)
Other property and investments	(291)	(125)
Net Cash Used in Investing Activities	(33,471)	(73,806)
Financing Activities
Redemption of long-term debt, including net premiums	(100,000)	(104,470)
Proceeds from issuance of long-term debt	125,000	200,000
Repayment of promissory notes	(2,153)	(1,999)
Notes payable - three months or less, net	-	(98,000)
Dividends on common and preferred stock	(56,903)	(32,970)
Other	-	(466)
Net Cash Provided by (Used in) Financing Activities	(34,056)	(37,905)
Net Increase in Cash and Cash Equivalents	49,450	53,064
Cash and Cash Equivalents, Beginning of Period	20,631	4,851
Cash and Cash Equivalents, End of Period	$70,081	$57,915

The notes on pages 39 through 48 are an integral part of the financial statements.

Rochester Gas and Electric Corporation
Statements of Retained Earnings - (Unaudited)

Six Months Ended June 30	2002	2001
(Thousands)
Balance, Beginning of Period	$174,054	$166,184
Add net income	3,720	54,403
	177,774	220,587
Deduct Dividends on Capital Stock
Preferred	1,850	1,850
Common	66,155	31,089
	68,005	32,939
Adjustment	-	508
Balance, End of Period	$109,769	$188,156

The notes on pages 39 through 48 are an integral part of the financial statements.

Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations

Rochester Gas and Electric Corporation

(a) Liquidity and Capital Resources

Energy East Corporation and RGS Energy Merger

See Energy East Corporation's Item 2(a), Energy East Corporation and RGS Energy Merger, for the discussion of this item.

Electric Delivery Business

Regional Transmission Organization: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Transmission Planning and Expansion: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

RG&E 2002 Electric and Gas Rate Proposal: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Ginna Relicensing: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

RG&E Gas Supply Management Agreement: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Other Matters

Statement 145: See Energy East Corporation's Item 2(a), Other Matters, for the discussion of this item.

Investing Activities

Investing Activities: Capital spending for the first six months of 2002 was $75 million. Capital spending is projected to be $143 million in 2002 and is expected to be paid for with internally generated funds and long-term financing (see Financing Activities). Capital spending will be primarily for necessary improvements to existing facilities, the extension of energy delivery service and compliance with environmental requirements.

Financing Activities: On June 20, 2002, RG&E issued $125 million of 6.65% Series UU First Mortgage Bonds, due June 2032, the proceeds of which were used to repay short-term debt, for additional capital expenditures and for general corporate purposes.

Management's discussion and analysis of financial condition and results of operations

Rochester Gas and Electric Corporation

(b) Results of Operations

Three months ended June 30 (Thousands)	2002	2001	Change
Operating Revenues	$218,807	$226,416	(3%)
Operating Income	$(2,865)	$41,481	(107%)
Earnings (Loss) Available for Common Stock	$(17,934)	$10,590	(269%)

Earnings for the second quarter decreased $29 million primarily due to a $9 million writedown of software development costs that management determined to have no future economic value, an electric price reduction, effective July 1, 2001, that decreased earnings $4 million, lower wholesale electric revenues of $6 million primarily due to lower deliveries, and higher replacement power costs of $4 million due to a scheduled refueling outage at the Ginna nuclear plant. There was no refueling outage in 2001. Earnings were also reduced $3 million by the net impact of the sale of NMP2.

Six months ended June 30 (Thousands)	2002	2001	Change
Operating Revenues	$497,097	$556,582	(11%)
Operating Income	$42,377	$128,208	(67%)
Earnings Available for Common Stock	$1,870	$52,553	(96%)

Earnings for the six months ended June 30, 2002 decreased $51 million primarily due to lower wholesale electric revenues of $17 million primarily due to lower wholesale market prices, higher purchased power costs of $12 million as a result of electricity now being purchased instead of generated due to the sale of NMP2 in November 2001, a $9 million writedown of software development costs that management determined to have no future economic value, an electric price reduction, effective July 1, 2001, that decreased earnings $8 million, and higher replacement power costs of $7 million due to a scheduled refueling outage at the Ginna nuclear plant. There was no refueling outage in 2001. Earnings were also reduced $3 million by the net impact of the sale of NMP2.

Operating Results for the Electric Delivery Business

Three months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Megawatt-hours	2,255	2,287	(1%)
Operating Revenues	$167,599	$176,558	(5%)
Operating Expenses	$166,674	$134,460	24%
Operating Income	$925	$42,098	(98%)

The $9 million decrease in operating revenues for the quarter is primarily due to a price reduction, effective July 1, 2001, that decreased revenues by $6 million and lower wholesale revenues of $7 million due to lower deliveries of $4 million and lower market prices of $3 million.

Operating expenses increased $32 million for the quarter primarily due to higher purchased power costs of $13 million primarily as a result of electricity now being purchased instead of generated due to the sale of NMP2 in November 2001, a $10 million writedown of software development costs that management determined to have no future economic value and a

Management's discussion and analysis of financial condition and results of operations

Rochester Gas and Electric Corporation

$6 million increase for replacement power that was needed during the refueling of the Ginna nuclear plant. An increase of $8 million due to the amortization of the regulatory asset resulting from the sale of NMP2 was offset by an $8 million decrease in operating expenses due to the sale of NMP2.

Six months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Megawatt-hours	4,436	4,570	(3%)
Operating Revenues	$336,556	$365,617	(8%)
Operating Expenses	$313,504	$263,212	19%
Operating Income	$23,052	$102,405	(77%)

The $29 million decrease in operating revenues for the six months is primarily due to a price reduction, effective July 1, 2001, that decreased revenues $12 million and lower wholesale revenues of $16 million primarily due to lower market prices.

The $50 million increase in operating expenses is primarily due to higher purchased power costs of $18 million as a result of electricity now being purchased instead of generated due to the sale of NMP2 in November 2001, a $10 million increase for replacement power that was needed during the refueling of the Ginna nuclear plant and $10 million writedown of software development costs that management determined to have no future economic value. A $15 million increase due to the amortization of the regulatory asset resulting from the sale of NMP2 was partially offset by a $9 million decrease in operating expenses due to the sale of NMP2.

Operating Results for the Natural Gas Delivery Business

Three months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Dekatherms	9,146	7,675	19%
Operating Revenues	$51,208	$49,858	3%
Operating Expenses	$54,998	$50,475	9%
Operating Income (Loss)	$(3,790)	$(617)	(514%)

Operating revenues for the quarter did not change significantly compared to the prior year quarter. An $8 million decrease because of lower market prices of gas that are passed on to customers was offset by an $8 million increase for higher retail deliveries because of colder weather.

Operating expenses increased $5 million for the quarter. A $7 million increase in natural gas purchases for higher retail deliveries and a $4 million writedown of software development costs that management determined to have no future economic value was partially offset by an $8 million decrease in purchases primarily due to lower natural gas prices.

Management's discussion and analysis of financial condition and results of operations

Rochester Gas and Electric Corporation

Six months ended June 30 (Thousands)	2002	2001	Change
Retail Deliveries - Dekatherms	29,890	30,183	(1%)
Operating Revenues	$160,541	$190,965	(16%)
Operating Expenses	$141,216	$165,162	(14%)
Operating Income	$19,325	$25,803	(25%)

The $30 million decrease in operating revenues for the six months is primarily due to a $29 million decrease because of lower market prices of gas that are passed on to customers. In addition, operating revenues decreased $3 million due to a change in the gas rate structure that was implemented in September 2001.

Operating expenses decreased $24 million primarily due to a decrease in the cost of purchased natural gas of $29 million as a result of lower natural gas prices, which was partially offset by a $4 million writedown of software development costs that management determined to have no future economic value.

Item 1.  Financial Statements

Notes to Financial Statements
for
Energy East Corporation
Central Maine Power Company
New York State Electric & Gas Corporation
Rochester Gas and Electric Corporation

Notes to Financial Statements of Registrants:

Registrant	Applicable Notes
Energy East	1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11
CMP	1, 2, 3, 4, 7, 8, 10, 11
NYSEG	1, 2, 3, 4, 5, 7, 8, 10, 11
RG&E	1, 2, 3, 4, 5, 7, 8, 10, 11

Note 1. Unaudited Financial Statements

The accompanying unaudited financial statements reflect all adjustments which are necessary, in the opinion of the management of the registrants, for a fair presentation of the interim results. All such adjustments are of a normal, recurring nature.

Energy East's financial statements and CMP's financial statements consolidate their majority-owned subsidiaries after eliminating all intercompany transactions.

The accompanying unaudited financial statements for each registrant should be read in conjunction with the financial statements and notes contained in the report on Form 10-K filed by each registrant for the year ended December 31, 2001. Due to the seasonal nature of the registrants' operations, financial results for interim periods are not necessarily indicative of trends for a 12-month period.

Note 2. New Accounting Pronouncement

The FASB issued in April 2002 Statement of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrrections. Early application of the provisions of Statement No. 145 is encouraged and the company elected to do so in April 2002. The company now classifies the aggregate of gains and losses from the early extinguishment of debt as other income/deductions instead of as an extraordinary item on the income statement. The company will reclassify any such extraordinary items presented in prior periods. The remaining provisions of Statement No. 145 are not expected to have a material effect on the company's financial position or results of operations.

The FASB issued in June 2002 Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The provisions of Statement 146 will be effective for exit or disposal activities initiated after December 31, 2002. The company has not fully evaluated the effect that adopting Statement 146 will have on its results of operations or financial position.

Note 3. Accounts Receivable

Accounts receivable on the balance sheets for the companies include unbilled revenues as follows: Energy East - consolidated unbilled revenues of $127 million at June 30, 2002, and $143 million at December 31, 2001; CMP - consolidated unbilled revenues of $23 million at June 30, 2002, and $32 million at December 31, 2001; NYSEG - unbilled revenues of $47 million at June 30, 2002, and $74 million at December 31, 2001; RG&E - unbilled revenues of $35 million at June 30, 2002, and $51 million at December 31, 2001.

Note 4. Supplemental Disclosure of Cash Flows Information

	2002	2001
(Thousands)
Cash paid during the six months ended June 30:
Interest, net of amounts capitalized     Energy East     CMP     NYSEG     RG&E	$100,505  $13,234  $47,695  $30,463	$107,468  $11,700  $49,732  $30,208
Income taxes, net of benefits received     Energy East     CMP     NYSEG     RG&E	$2,347  $(6,549) $17,769  $32,218	$76,132  $10,697  $63,531  $41,154
RG&E's dividend declared to pay off net intercompany accounts    receivable/payable	$26,586	- -
Energy East's Acquisition of RGS Energy:
Fair value of assets acquired	$3,264,093	-
Liabilities assumed	(1,754,443)	-
Preferred stock of subsidiary	(72,000)
Common stock issued	(612,082)	-
Cash acquired	(72,085)	-
Payable to RGS Energy shareholders(1)	(753,483)	-
Net cash paid for acquisition	-	-

⁽¹⁾Cash portion of the purchase price that will be paid to shareholders in July 2002.

Note 5. Acquisition of RGS Energy Group

On June 28, 2002, the company acquired all of the outstanding common stock of RGS Energy Group, Inc. for a combination of cash and Energy East common stock. The company's consolidated balance sheet includes RGS Energy's consolidated balance sheet at June 30, 2002. The company's consolidated statement of income will include RGS Energy's results of operations beginning with July 2002. RGS Energy, through its regulated subsidiary Rochester Gas and Electric Corporation, engages in generating, purchasing, and delivering electricity and purchasing and delivering natural gas in an area centered around the city of Rochester, New York. Through its unregulated subsidiary, Energetix, Inc., RGS Energy engages in retail electric, natural gas and liquid fuel businesses throughout upstate New York. In connection with Energy East's merger with RGS Energy, NYSEG became a wholly-owned subsidiary of RGS Energy.

The company's merger with RGS Energy creates a regulated utility serving over half of upstate New York. The company believes that the complementary operations of its companies and their common vision for upstate New York will lead to attractive returns for its shareholders and a stable energy supply and excellent service for its customers. The company expects that annual cost savings for anticipated synergies resulting from joint management of procurement, information technology and other administrative and general areas can be obtained and retained.

Under the merger agreement 45% of the RGS Energy common stock (15.6 million shares) was converted into 27.5 million shares of Energy East common stock valued at $612 million. The value of the shares issued was determined based on the market price of Energy East's stock at the end of the day on June 27, 2002. The remaining 55% of the RGS Energy common stock will be exchanged for $753 million in cash ($39.50 per RGS Energy share), and that obligation is included in current liabilities on the company's consolidated balance sheet at June 30, 2002 and will be paid in July 2002. The purchase price was about $1.4 billion, which includes $11 million of merger-related costs.

The following table summarizes the components of the purchase price and preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. RGS did not push goodwill down to its subsidiaries. As of June 30, 2002, $29 million was allocated to intangible assets based on a preliminary appraisal. The allocation of the purchase price will be adjusted when final appraisals are received, RG&E's electric and gas rate cases are finalized and actual amounts for estimated liabilities become known.

Calculation of the purchase price for assets acquired
(Thousands)
Cash payable for stock purchased	$753,483
Stock issued	612,082
Merger related fees and expenses	11,000
Total purchase price for common equity	1,376,565
Plus fair market value of liabilities and preferred stock assumed
Current and other liabilities	883,502
Long-term debt	932,026
Preferred stock	72,000
Total liabilities and preferred stock	1,887,528
Total purchase price for assets acquired	$3,264,093
Allocation of purchase price for assets acquired
Property, plant and equipment	$1,203,282
Goodwill	633,736
All other assets, including working capital and intangibles	1,427,075
Total	$3,264,093

The following pro forma information for the company for the periods ended June 30, 2002 and 2001, which is based on unaudited data, gives effect to the company's merger with RGS Energy as if it had been completed at the beginning of each period presented. This information does not reflect future revenues or cost savings that may result from the merger and is not indicative of actual results of operations had the merger occurred at the beginning of the periods presented or of results that may occur in the future.

	Three Months		Six Months
Periods ended June 30	2002	2001	2002	2001
(Thousands, except per share amounts)
Operating revenues	$1,025,751	$1,075,624	$2,433,472	$2,176,731
Net income (loss)	$(701)	$40,098	$125,661	$201,637
Earnings per share of common stock	-	$.28	$.87	$1.40

Pro forma adjustments reflected in the amounts presented above include: (1) adjusting RGS Energy's nonutility assets to fair value based on an independent appraisal, (2) adjusting depreciation and amortization of assets to the accounting base recognized in recording the combination, (3) elimination of amortization of goodwill, (4) amortization of other intangible assets with finite lives, (5) elimination of merger costs, (6) additional interest expense and preferred stock dividends due to the issuance of merger-related debt and securities, (7) adjustments for estimated tax effects of the above adjustments and (8) additional common shares issued in connection with the merger. The pro forma results include a loss of eight cents per share from NYSEG's early retirement of debt for the three months and the six months ended June 30, 2002, and a loss from the writedown of CMP Group's investment in NEON Communications of one cent per share for the three months ended June 30, 2002, and six cents per share for the six months ended June 30, 2002.

Note 6. Basic and Diluted Earnings per Share

Basic earnings per share (EPS) is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The weighted-average shares outstanding for diluted EPS include the incremental effect of the stock options issued and excludes stock options issued in tandem with stock appreciation rights (SARs) because, historically, substantially all participants have exercised the SARs instead of the stock options. The numerator in calculating both basic and diluted EPS for each period presented is the reported net income. The reconciliation of basic and diluted EPS follows:

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
(Thousands)
Numerator
Net Income	$5,323	$26,574	$110,893	$142,175
Denominator
Basic average common shares outstanding	117,820	116,399	117,273	116,890
Potentially dilutive common shares	429	146	240	136
Options issued with SARs	(429)	(146)	(240)	(136)
Dilutive average common shares	117,820	116,399	117,273	116,890
EPS - basic	$.05	$.23	$.95	$1.22
EPS - diluted	$.05	$.23	$.95	$1.22

Options to purchase shares of common stock are excluded from the calculation of EPS when the exercise prices of these options are greater than the average market price of the common shares during the period. Shares excluded from the EPS calculation for the three months ended June 30 were 2.0 million in 2002 and 3.8 million in 2001, and for the six months ended June 30 were 4.0 million in 2002 and 3.8 million in 2001.

Note 7. Other (Income) and Other Deductions

	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
Energy East		(Thousands)
Interest income	$(2,786)	$(2,705)	$(7,884)	$(5,904)
Non-cash return	(1,227)	(554)	(2,117)	(978)
Gains from the sale of nonutility property	(73)	(2,219)	(212)	(2,224)
Earnings from equity investments	(1,148)	(3,488)	(2,411)	(4,753)
Miscellaneous	(873)	(2,262)	(652)	(650)
Other (income)	$(6,107)	$(11,228)	$(13,276)	$(14,509)
NYSEG early retirement of debt	$16,145	-	$16,145	-
Fees on sale of accounts receivable	-	-	-	$2,273
Miscellaneous	3,437	$906	5,173	3,160
Other deductions	$19,582	$906	$21,318	$5,433
CMP
Interest income	$(284)	$(561)	$(423)	$(1,130)
Miscellaneous	(789)	(1,730)	(2,228)	(2,001)
Other (income)	$(1,073)	$(2,291)	$(2,651)	$(3,131)
Miscellaneous	$372	$487	$801	$1,048
Other deductions	$372	$487	$801	$1,048
NYSEG
Interest income	$(204)	$(724)	$(3,286)	$(1,228)
Miscellaneous	(1,574)	(496)	720	(777)
Other (income)	$(1,778)	$(1,220)	$(2,566)	$(2,005)
Early retirement of debt	$16,145	-	$16,145	-
Fees on sale of accounts receivable	-	-	-	$2,273
Miscellaneous	293	$301	1,106	1,199
Other deductions	$16,438	$301	$17,251	$3,472

- continued	Three Months		Six Months
Periods Ended June 30	2002	2001	2002	2001
RG&E		(Thousands)
Interest income	$(586)	$(1,459)	$(2,649)	$(1,916)
Non-cash return	(2,165)	(2,189)	(4,336)	(4,384)
Miscellaneous	(433)	(282)	(837)	(507)
Other (income)	$(3,184)	$(3,930)	$(7,822)	$(6,807)
Merger costs	$3,838	$4,768	$4,093	$8,079
Miscellaneous	343	662	1,744	3,580
Other deductions	$4,181	$5,430	$5,837	$11,659

Note 8. Goodwill and Other Intangible Assets

Effective January 1, 2002, Energy East, CMP and NYSEG adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. As required by Statement 142 the companies are no longer amortizing goodwill and are not amortizing intangible assets with indefinite lives (unamortized intangible assets). Both goodwill and unamortized intangible assets will be tested at least annually for impairment. Intangible assets with finite lives are being amortized (amortized intangible assets) and are reviewed for impairment. RG&E has no goodwill or other intangible assets.

The companies determined that there was no impairment of goodwill for Energy East, CMP or NYSEG as of January 1, 2002. There was no reclassification of goodwill to intangible assets and no reclassification of intangible assets to goodwill as of January 1, 2002. The carrying amount of goodwill on the companies' balance sheets, by operating segment, as of June 30, 2002, is presented in the following table.

(Thousands)	Electric    Delivery	Natural Gas    Delivery	Other (1)	Total
Energy East	$325,174	$554,787	$642,338	$1,522,299
CMP	$325,174	-	-	$325,174
NYSEG	-	$11,199	-	$11,199

(1) Includes goodwill at RGS Energy that has not yet been allocated to the delivery businesses.

Other Intangible Assets: Energy East's unamortized intangible assets primarily consist of trade names and had a carrying amount of $13.5 million at June 30, 2002, and primarily consist of organization costs and franchises and consents and had a carrying amount of $1.5 million at December 31, 2001. Energy East's amortized intangible assets primarily consist of customer lists and investments in pipelines and had a gross carrying amount of $47 million at June 30, 2002, and primarily consist of investments in pipelines and had a gross carrying amount of $25.8 million at December 31, 2001. The accumulated amortization was $11 million at June 30, 2002, and $5.5 million at December 31, 2001.

CMP's amortized intangible assets primarily consist of technology rights, and had a gross carrying amount and accumulated amortization of less than $1 million at June 30, 2002, and December 31, 2001.

NYSEG's unamortized intangible assets primarily consist of franchises and consents, and had a carrying amount of $0.9 million at June 30, 2002, and December 31, 2001. NYSEG's amortized intangible assets consist of hydroelectric licenses, and had a gross carrying amount of $1.5 million and accumulated amortization of $0.9 million at June 30, 2002, and December 31, 2001.

Estimated intangible assets amortization expense for the five years ended December 31 is:

(Thousands)	2002	2003	2004	2005	2006
Energy East	$3,150	$4,538	$4,461	$3,688	$2,901
CMP	$8	$8	$8	$8	$8
NYSEG	$48	$48	$48	$48	$31

Transitional Information: Results of operations information for Energy East, CMP and NYSEG as though goodwill had been accounted for under Statement 142 for all periods presented is:

Periods Ended June 30	Reported net income	Add back: Goodwill amortization	Adjusted net income	Reported basic and diluted earnings per share	Add back: Goodwill amortization	Adjusted basic and diluted earnings per share
Three months	(Thousands, except per share data)
Energy East   2002   2001	$5,323  $26,574	- -       $6,114	$5,323  $32,688	$.05 $.23	- -       $.05	$.05 $.28
CMP   2002   2001	$5,293  $3,775	- -       $2,155	$5,293  $5,930
NYSEG   2002   2001	$13,145  $33,219	- -       $96	$13,145  $33,315
Six months
Energy East   2002   2001	$110,893  $142,175	- -       $12,331	$110,893  $154,506	$.95 $1.22	- -       $.11	$.95 $1.33
CMP   2002   2001	$28,575  $26,020	- -       $4,308	$28,575  $30,328
NYSEG   2002   2001	$82,766  $112,817	- -       $192	$82,766  $113,009
12 months ended   December 31
Energy East   2001   2000   1999	$187,607  $235,034  $218,751	$25,387  $18,486  $2,487	$212,994  $253,520  $221,238	$1.61 $2.06 $1.88	$.22 $.16 $.02	$1.83 $2.22 $1.90
CMP   2001   2000   1999	$54,440  $53,529  $68,740	$8,575  $2,949  - -	$63,015  $56,478  $68,740
NYSEG   2001   2000   1999	$194,807  $219,595  $206,134	$383  $383  $383	$195,190  $219,978  $206,517

Note 9. Fair Value of Financial Instruments

The company has been evaluating the carrying value of CMP Group's investment in NEON Communications, Inc. because there had been a significant decline in the market value of NEON common shares prior to the writedown. That decline was consistent with the market performance of telecommunications businesses as a whole. A decline was determined to be other than temporary during the third quarter of 2001 and the investment was written down to its fair market value at September 30, 2001. That writedown totaled $46 million after taxes, or 39 cents per share.

During the first quarter of 2002, the company determined that an additional decline in NEON's market value was other than temporary and wrote down the cost basis of the investment in NEON to $2 million, based on the closing market price of NEON common shares on March 31, 2002. The writedown, which totaled $6 million after taxes, or five cents per share, was reflected in the company's earnings for the first quarter of 2002. In the second quarter of 2002, the NEON common shares were delisted from NASDAQ and NEON filed a reorganization plan under the U.S. Bankruptcy Code. The company wrote off its remaining $2 million investment, and the write-down of $1.2 million after taxes, or one cent per share is reflected in the company's earnings for the second quarter of 2002.

The investment in NEON was classified as available-for-sale, accounted for by the cost method and carried at its fair value, with changes in fair value recognized in other comprehensive income. No income or loss related to the investment in NEON was included in the company's operating income in earlier periods.

Note 10. Segment Information

Energy East's electric delivery business consists of its regulated transmission, distribution and generation operations in Maine and New York; and its natural gas delivery business consists of its regulated transportation, storage and distribution operations in New York, Connecticut, Maine and Massachusetts. Other includes: the company's corporate assets, interest income, interest expense and operating expenses; intersegment eliminations; and nonutility businesses.

CMP's electric delivery business, which it conducts in the State of Maine, consists of its regulated transmission and distribution operations. Other consists of CMP's corporate assets.

NYSEG's electric delivery business consists of its regulated transmission, distribution and generation operations. Its natural gas delivery business consists of its regulated transportation, storage and distribution operations. NYSEG operates in the State of New York. Other consists of NYSEG's corporate assets.

RG&E's electric delivery business consists of its regulated transmission, distribution and generation operations. Its natural gas delivery business consists of its regulated transportation, storage and distribution operations. RG&E operates in the State of New York. Other consists of RG&E's corporate assets.

Selected information for Energy East's, CMP's, NYSEG's and RG&E's business segments is:

	Electric      Delivery	Natural Gas     Delivery	Other	Total
Three Months Ended		(Thousands)
June 30, 2002
Operating Revenues    Energy East    CMP    NYSEG    RG&E	$504,364  $139,208  $365,098  $167,599	$165,087  - -       $60,347  $51,208	$45,423  - -       - -       - -	$714,874  $139,208  $425,445  $218,807
Net Income (Loss)    Energy East    CMP    NYSEG    RG&E	$17,639  $5,293  $16,320  $(10,576)	$(2,036) - -       $(3,175) $(6,433)	$(10,280) - -       - -       - -	$5,323  $5,293  $13,145  $(17,009)
June 30, 2001
Operating Revenues    Energy East    CMP    NYSEG    RG&E	$592,781  $192,472  $400,220  $176,558	$181,610  - -       $55,320  $49,858	$74,619  - -       - -       - -	$849,010  $192,472  $455,540  $226,416
Net Income (Loss)    Energy East    CMP    NYSEG    RG&E	$36,994  $3,775  $39,242  $14,801	$(8,977) - -       $(6,023) $(3,286)	$(1,443) - -       - -       - -	$26,574  $3,775  $33,219  $11,515
Six Months Ended
June 30, 2002
Operating Revenues    Energy East    CMP    NYSEG    RG&E	$1,135,404  $339,822  $795,472  $336,556	$510,055  - -       $187,227  $160,541	$97,993  - -       - -       - -	$1,743,452  $339,822  $982,699  $497,097
Net Income (Loss)    Energy East    CMP    NYSEG    RG&E	$94,595  $28,575  $74,810  $(3,386)	$39,145  - -       $7,956  $7,106	$(22,847) - -      - -      - -	$110,893  $28,575  $82,766  $3,720
June 30, 2001
Operating Revenues    Energy East    CMP    NYSEG    RG&E	$1,280,787  $422,632  $857,982  $365,617	$694,823  - -       $223,019  $190,965	$144,538  - -       - -       - -	$2,120,148  $422,632  $1,081,001  $556,582
Net Income (Loss)    Energy East    CMP    NYSEG    RG&E	$123,337  $26,020  $109,704  $44,134	$26,298  - -       $3,113  $10,269	$(7,460) - -       - -       - -	$142,175  $26,020  $112,817  $54,403

- continued	Electric      Delivery	Natural Gas     Delivery	Other	Total
Total Assets		(Thousands)
June 30, 2002    Energy East    CMP    NYSEG    RG&E	$5,842,243  $1,723,365  $2,104,319  $1,846,222	$2,854,915  - -       $684,436  $448,296	$1,905,675  $8,545  $79,084  $110,264	$10,602,833  $1,731,910  $2,867,839  $2,404,782
December 31, 2001    Energy East    CMP    NYSEG    RG&E	$4,175,280  $1,857,157  $2,164,929  $1,844,523	$2,467,647  - -       $674,852  $476,980	$626,305  $8,643  $174,642  $131,504	$7,269,232  $1,865,800  $3,014,423  $2,453,007

Note 11. Reclassifications

Certain amounts have been reclassified on the unaudited financial statements to conform with the 2002 presentation.

Forward-looking Statements

This Form 10-Q contains certain forward-looking statements that are based upon management's current expectations and information that is currently available. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. Whenever used in this report, the words "estimate," "expect," "believe," or similar expressions are intended to identify such forward-looking statements.

In addition to the assumptions and other factors referred to specifically in connection with such statements, factors that involve risks and uncertainties and that could cause actual results to differ materially from those contemplated in any forward-looking statements include, among others: the deregulation and continued regulatory unbundling of a vertically integrated industry; the companies' ability to compete in the rapidly changing and increasingly competitive electricity and natural gas utility markets; regulatory uncertainty in a politically-charged environment of rising energy prices; the operation of the New York Independent System Operator and ISO New England, Inc.; the operation of a RTO; the ability to control NUG and other costs; changes in fuel supply or cost and the success of strategies to satisfy power requirements now that most coal-fired generation assets have been sold; the company's ability to expand its products and services, including its energy infrastructure in the Northeast; the company's ability to integrate the operations of Connecticut Energy Corporation, CMP Group, CTG Resources, Inc., Berkshire Energy Resources and RGS Energy with its operations; market risk; the ability to obtain adequate and timely rate relief; nuclear, terrorist or environmental incidents; legal or administrative proceedings; changes in the cost or availability of capital; growth in the areas in which the companies are doing business; weather variations affecting customer energy usage; and other considerations that may be disclosed from time to time in the companies' publicly disseminated documents and filings. The companies undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
(See reports on Form 10-K for Energy East, CMP, NYSEG and RG&E for fiscal year ended December 31, 2001, Item 7A - Quantitative and Qualitative Disclosures About Market Risk.)

Commodity Price Risk: NYSEG has hedged 100% of its expected residential natural gas load through September 2002 with futures contracts. NYSEG has filed for a gas adjustment clause for residential customers that would become effective in October 2002. (See Item 2(a) - Liquidity and Capital Resources, NYSEG Natural Gas Rate Filings.)

NYSEG uses electricity contracts and contracts for differences (CFDs), which are financial contracts with features similar to commodity swap agreements, to manage against fluctuations in the cost of electricity. Those contracts allow NYSEG to fix margins on the majority of its retail electricity sales. The cost or benefit of those contracts is included in the amount expensed for electricity purchased when the electricity is sold. NYSEG has CFDs, generation and other electricity contracts, which provide for 96% of its expected electric energy requirements for the remainder of 2002, 67% for 2003 and 62% for 2004.

NYSEG's electric rate settlement provides for a reconciliation and true-up of certain actual power supply costs during 2002; therefore, the supply cost risk for 2002 is substantially eliminated. (See report on Form 10-K for Energy East and NYSEG for fiscal year ended December 31, 2001, Item 7 - Liquidity and Capital Resources, NYSEG Electric Rate Settlement.)

RG&E faces commodity price risk that relates to market fluctuations in the price of natural gas and electricity. Under its electric settlement, RG&E's electric rates were capped at specified levels through June 30, 2002. Owned electric generation and long-term supply contracts significantly reduce RG&E's exposure to market fluctuations for procurement of its electric supply. RG&E has filed a request with the NYPSC for new electric rates commencing in January 2003. The rate request proposes offering electric customers a choice between one-year fixed price and monthly variable price offerings. Both pricing options will further reduce RG&E's exposure to market price fluctuations in the electric wholesale market. However, RG&E will continue to bear the risk of operating performance at the generating plants it owns, as well as NMP2, for which RG&E holds a power purchase agreement. As of June 30, 2002, the NYPSC had not ruled on the rate request. Therefore, RG&E's current fixed e lectric rates will likely remain in effect until a new rate order is issued by the NYPSC. A new rate order is expected to be issued in March 2003.

While owned generation provides RG&E with a natural hedge against electric price risk, it also subjects it to operating risk. Operating risk is managed through a combination of strict operating and maintenance practices and the use of generation insurance and derivative contracts. In the event RG&E's generation assets fail to perform as planned, generation insurance reduces RG&E's exposure to electric price spikes in the summer months. In addition, RG&E relies on various derivative contracts to cover supply positions and commitments and to hedge energy price exposure. Derivative contracts are entered into solely to optimize resources in conjunction with serving customers.

The broad and continued decline in credit quality across the energy marketing industry combined with the withdrawal of many entities from energy trading operations could limit the company's ability to place financial hedges with counterparties that meet its credit requirements. While the company has been successful in implementing its hedging strategies with qualified counterparties, continued contraction and credit deterioration across the energy marketing industry may adversely affect the company 's ability to effectively implement its hedging strategies going forward.

PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

Energy East Corporation

Energy East's Annual Meeting of Stockholders was held on June 14, 2002. The election of two directors was voted on:

Nominees	Votes For	Votes Withheld
John M. Keeler	98,210,739	2,112,066
Peter J. Moynihan	98,597,696	1,725,109

Central Maine Power Company

CMP's Annual Meeting of Stockholders was held on June 14, 2002. The election of three directors was voted on:

Nominees	Votes For	Votes Withheld
Sara J. Burns	3,121,680	-
Kenneth M. Jasinski	3,121,680	-
Wesley W. von Schack	3,121,680	-

New York State Electric & Gas Corporation

On June 14, 2002, Energy East Corporation, which was the owner of all of the outstanding shares of NYSEG's common stock, by written consent in lieu of the annual meeting of stockholders, elected Kenneth M. Jasinski, Ralph R. Tedesco and Wesley W. von Schack directors of NYSEG. (See Item 2(a) - Liquidity and Capital Resources, Energy East Corporation and RGS Energy Merger.)

Rochester Gas and Electric Corporation

On June 28, 2002, RGS Energy Group, Inc., a wholly-owned subsidiary of Energy East Corporation and the owner of all of the outstanding shares of RG&E's common stock, by written consent in lieu of the annual meeting of stockholders, elected Kenneth M. Jasinski, Paul C. Wilkens and Wesley W. von Schack directors of RG&E.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits - See Exhibit Index.

(b)  The following reports on Form 8-K were filed during the quarter:

Energy East filed a Form 8-K on June 28, 2002, to report certain information under Item 2, "Acquisition or Disposition of Assets."

RG&E filed a Form 8-K on June 6, 2002, to report certain information under Item 5, "Other Events" and Item 7, "Financial Statements and Exhibits."

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  August 12, 2002	ENERGY EAST CORPORATION                   (Registrant) By   /s/ Robert E. Rude                                                           Robert E. Rude            Vice President and Controller            (Principal Accounting Officer)
Date:  August 12, 2002	CENTRAL MAINE POWER COMPANY                   (Registrant) By   /s/ Curtis I. Call                                                               Curtis I. Call            Vice President, Controller & Treasurer            (Principal Financial Officer)
Date:  August 12, 2002	NEW YORK STATE ELECTRIC & GAS CORPORATION                   (Registrant) By   /s/ Sherwood J. Rafferty                                                     Sherwood J. Rafferty            Senior Vice President and            Chief Financial Officer            (Principal Financial Officer)
Date:  August 12, 2002	ROCHESTER GAS AND ELECTRIC CORPORATION                   (Registrant) By   /s/ Mark Keogh                                                               Mark Keogh            Vice President, Treasurer & Secretary            (Principal Financial Officer)

EXHIBIT INDEX

The following exhibits are delivered with this report:

Registrant	Exhibit No.	Description of Exhibit
Energy East Corporation	4-5	Fifth Supplemental Indenture between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, dated as of April 8, 2002 related to the Indenture between the Company and JPMorgan Chase Bank, as Trustee, dated as of August 31, 2000.
	4-6	Sixth Supplemental Indenture between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, dated as of June 14, 2002 related to the Indenture between the Company and JPMorgan Chase Bank, as Trustee, dated as of August 31, 2000.
New York State Electric & Gas Corporation	3-17	By-Laws of the Company as amended June 28, 2002.
	(A)10-32	Amendment No. 3 to Supplemental Executive Retirement Plan, amended and restated effective August 1, 2001.
Rochester Gas and Electric Corporation	3-6	By-Laws of the Company as amended June 28, 2002.
	(A)10-26	Employment Agreement dated June 28, 2002, for P. C. Wilkens.
	(A)10-27	Separation Agreement and General Release between T. S. Richards, Energy East Corporation and RGS Energy Group, Inc., dated June 28, 2002.
	(A)10-28	Amendment No. 1 to Supplemental Retirement Benefit Program, effective November 1, 2001.
	(A)10-29	Amendment No. 2 to Supplemental Retirement Benefit Program, effective May 1, 2002.
	(A)10-30	Amendment No. 1 to Supplemental Executive Retirement Program, effective November 1, 2001.
	(A)10-31	Amendment No. 2 to Supplemental Executive Retirement Program, effective May 1, 2002.

_______________________
(A) Management contract or compensatory plan or arrangement.

EX-4.5

Exhibit 4-5

______________________________________________________________________________

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, 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").

Recitals

          WHEREAS, the Company has executed and delivered the Original Indenture to the Trustee to provide for the issuance from time to time of its senior, unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as in the Original Indenture provided;

          WHEREAS, pursuant to the terms of the Original Indenture, the Company and the Trustee have entered into a Second Supplemental Indenture dated as of November 14, 2000 (the "Second Supplemental Indenture"), under which the Company issued $300,000,000 in aggregate principal amount of 7.75% Putable Asset Term Securities, Putable/Callable November 15, 2003 (the "7.75% PATS");

          WHEREAS, the Company and the Trustee now wish to amend and restate the 7.75% PATS by entering into a Fifth Supplemental Indenture, in accordance with Section 901 (10) of the Original Indenture, in order to cure an ambiguity which resulted from the unavailability of the 30-year Treasury Rate as a reference index for the 7.75% PATS;

          WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

          NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

ARTICLE ONE

TERMS OF THE 7.75% PATS

          Section 101.  Defined Terms. The followings terms used in the Second Supplemental Indenture and in the 7.75% PATS are hereby amended as follows:

          (i)  "Base Rate" means 6.58%.

          (ii)  "Dollar Price" means, for all the Securities of this series and as determined by the Calculation Agent, (1) the principal amount of the Securities of this series, plus (2) the premium equal to the excess, if any, of (A) the present value, as of the Initial Coupon Reset Date, of the Remaining Scheduled Payments for such Securities of this series, discounted to the Initial Coupon Reset Date on a semi annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Swap Rate, over (B) the principal amount of the Securities of this series.

          (iii)  "Reference Swap Dealer" means each of up to five leading dealers of U.S. Dollar interest rate swaps to be selected by the Company, and agreed to by UBS Warburg LLC, if UBS AG is then the Callholder. One of the Reference Swap Dealers the Company selects will be UBS Warburg LLC, if UBS AG is then the Callholder.

          (iv)  "Reference Swap Dealer Quotations" means, with respect to each Reference Swap Dealer, the bid side 30 year U.S. Dollar swap rate such dealer would pay for thirty years on a semi-annual basis assuming a 360 day year comprised of twelve 30-day months in order to receive a Three Month Libor Rate over the same thirty years, payable quarterly and computed using the actual number of days in a 360 day year, as quoted in writing to the Calculation Agent by such Reference Swap Dealer, by 12:00 noon, New York City time, on the first Determination Date.

          (v)  "Swap Rate" means, for all the Securities of this series, with respect to the Initial Coupon Reset Date:

• the bid side 30 year U.S. Dollar swap rate (expressed as a percentage yield to maturity) at 12:00 noon, New York City time, on the first Determination Date, as set forth on "Telerate Page 19901" (or such other page as may replace "Telerate 19901");

• if such page (or any successor page) is not displayed or does not contain such bid side rate on such Determination Date, the average of the Reference Swap Dealer Quotations for such Determination Date, after excluding the highest and lowest such Reference Swap Dealer Quotations, or if the Calculation Agent obtains fewer than four such Reference Swap Dealer Quotations, the average of all such Reference Swap Dealer Quotations.

          (vi)  "Telerate Page 19901" means the display designated as "Telerate Page 19901" on Bridge Telerate, Inc. (or such other page as may replace "Telerate Page 19901" on such service) or such other service displaying the bid side yields for the Swap Rate, as may replace Bridge Telerate, Inc.

          (vii)  "Three Month Libor Rate" means the rate for deposits in U.S. dollars for a period of three months which appears on the Telerate Page 3750 (or any successor page).

          Section 102.  Deleted Terms. The following defined terms used in the Second Supplemental Indenture and in the 7.75% PATS are hereby deleted: "Comparable Treasury Issues," "Comparable Treasury Price," "Reference Treasury Dealer," "Reference Treasury Dealer Quotations," "Telerate Page 500" and "Treasury Rate."

ARTICLE TWO

SUNDRY PROVISIONS

          Section 201.  Definitions. Capitalized terms used herein but not defined in this Fifth Supplemental Indenture shall have the meanings ascribed to such terms in the Original Indenture, as supplemented.

          Section 202.  Governing Law. This Fifth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law except Section 5-1401 of the New York General Obligations Law.

          Section 203.  Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

          Section 204.  Ratification. Except as expressly amended hereby, each provision of the Original Indenture, as supplemented, and each Security shall remain in full force and effect and, as amended hereby, and the Original Indenture, as supplemented, and the Securities are in all respects agreed to, ratified and confirmed by the parties hereto.

          Section 205.  Trustee not responsible for recitals. The recitals contained in this Fifth Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of the Fifth Supplemental Indenture.

          Section 206.  Notation on 7.75% PATS. All 7.75% PATS shall bear the following notation, which may be stamped or imprinted thereon: "In accordance with the Fifth Supplemental Indenture dated as of April 8, 2002, and as a result of the unavailability of the 30-year Treasury Rate as a reference index for the 7.75% PATS, the terms of the 7.75% PATS were amended." The Company shall arrange for, and pay all expenses related to, such notation.

          In Witness Whereof, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the day and year first above written.

ENERGY EAST CORPORATION

By:  /s/Robert Kump                                 
            Name: Robert Kump
            Title: Vice President, Secretary & Treasurer

JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank),
as Trustee

By:  /s/Carol Ng                                 
            Name: Carol Ng
            Title: Vice President

Consented to:

UBS AG, London Branch,
as Callholder

By:  /s/Timothy Steele            
      Name: Timothy Steele
      Title: Executive Director

By:  /s/Lisa Roitman               
      Name: Lisa Roitman
      Title: Director and Counsel
             Region Americas Legal
             Fixed Income Section

UBS Warburg LLC,
as Calculation Agent

By:  /s/Jonathan Shiff               
      Name: Jonathan Shiff
      Title: Director

By:  /s/Michael Davidson          
      Name: Michael Davidson
      Title: Director

EX-4.6

Exhibit 4-6

______________________________________________________________________________

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

6.75% Notes due June 15, 2012

______________________________________________________________________________

          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").

Recitals of the Company

          WHEREAS, the Company has executed and delivered the Original Indenture to the Trustee to provide for the issuance from time to time of its senior, unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as in the Original Indenture provided;

          WHEREAS, pursuant to the terms of the Original Indenture, the Company desires to make, execute and deliver to the Trustee this Sixth Supplemental Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the creation and issue of a new series of its Securities designated as the 6.75% Notes due June 15, 2012 (herein called the "Notes"), under the Original Indenture in the aggregate principal amount of $400,000,000;

          WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth, against payment therefor, the valid, binding and legal obligations of the Company and to make this Sixth Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

          Now, therefore, this Sixth Supplemental Indenture Witnesseth that for, and in consideration of, the premises and covenants contained in the Original Indenture and this Sixth Supplemental Indenture and the purchase of the Notes by the Holders thereof, it is mutually agreed and covenanted, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE ONE

DEFINED TERMS

          Section 101. Defined Terms. Except as otherwise expressly provided in this Sixth Supplemental Indenture or in the form of Note set forth in Exhibit A hereto or otherwise clearly required by the context hereof or thereof, all capitalized terms used and not defined herein or in said form of Note that are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture. The Original Indenture, as supplemented from time to time, including by this Sixth Supplemental Indenture, is hereafter referred to as the "Indenture."

ARTICLE TWO

TERMS OF THE NOTES

          Section 201. Establishment of the Notes. There is hereby authorized a series of Securities designated the 6.75% Notes due June 15, 2012, limited in aggregate principal amount to $400,000,000 (except as provided in Section 301(2) of the Indenture and as set forth in the next sentence). The Company may, without the consent of the Holders of the Notes, provided that no Event of Default shall have occurred and be continuing, issue additional Notes in such principal amount as shall be determined by or pursuant to a Board Resolution and having the same ranking and the same interest rate, maturity and other terms as the Notes originally issued hereunder, which together with said additional Notes shall constitute a single series of Securities under the Indenture. The Notes shall be substantially in the form of Note set forth in Exhibit A hereto.

          Section 202. Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Sixth Supplemental Indenture.

The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on June 15, 2012.

The Notes shall bear interest at the rate of 6.75% per annum.

The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register.

Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds.

No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer.

          The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company.

          The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

ARTICLE THREE

SUNDRY PROVISIONS

          Section 301. Execution, Authentication and Delivery of the Notes. Notes in the aggregate principal amount of $400,000,000, or in such greater principal amount as shall be permitted by Section 201, may, upon execution of this Sixth Supplemental Indenture, or from time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon a Company Order without any further action by the Company.

          Section 302. Paying Agent and Security Registrar. JPMorgan Chase Bank will be the Paying Agent and Security Registrar for the Notes.

          Section 303. Trustee Not Responsible for Recitals. The recitals contained in this Sixth Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Sixth Supplemental Indenture.

          Section 304. Incorporation of Indenture. The Original Indenture, as supplemented by this Sixth Supplemental Indenture, is in all respects ratified and confirmed, and this Sixth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

          Section 305. Governing Law. This Sixth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law except Section 5-1401 of the New York General Obligations Law.

          Section 306. Counterparts. This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

          In Witness Whereof, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the day and year first above written.

ENERGY EAST CORPORATION


By:   /s/ Robert D. Kump                              
      Name: Robert D. Kump
      Title:   Vice President, Treasurer
                   and Secretary

JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank),
as Trustee


By:   /s/ Carol Ng                                     
      Name: Carol Ng
      Title:   Vice President

EXHIBIT A

          [Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company (as defined herein) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]^*

ENERGY EAST CORPORATION

6.75% NOTE DUE JUNE 15, 2012

CUSIP 29266MAD1                                                               $______________
No._____

          ENERGY EAST CORPORATION, a corporation duly organized and existing under the laws of the State of New York (hereinafter referred to as the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [CEDE & CO.]*, or registered assigns, the principal sum of _________________________ Dollars ($___________) on June 15, 2012 (the "Maturity Date") and to pay interest thereon in the manner and on the Interest Payment Dates set forth below at the rate of 6.75% per annum, from and including the date of issuance, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as p rovided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Except as provided in the Sixth Supplemental Indenture hereinafter referred to, "Regular Record Date" shall mean the June 1 and December 1 (whether or not a Business Day) next preceding such Interest Payment Date; "Interest Payment Date" shall mean June 15 and December 15 of each year, commencing December 15, 2002, to and including the Maturity Date.

          Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

          Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer

__________________________

* For inclusion in Global Securities only.

of immediately available funds to an account of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register.

          Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, Energy East Corporation has caused this instrument to be duly executed under its corporate seal.

Dated: __________

ENERGY EAST CORPORATION


By:________________________
Name:
Title:

Attest:


By:_________________________
     Name:
     Title:

TRUSTEE'S CERTIFICATE OF AUTHENTIFICATION

          This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank),
       as Trustee

By:___________________________
              Authorized Officer

ENERGY EAST CORPORATION

6.75% NOTE DUE JUNE 15, 2012

          This Security is one of a duly authorized issue of securities of the Company (the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of August 31, 2000 (the "Original Indenture"), as supplemented by a First Supplemental Indenture dated as of August 31, 2000 (the "First Supplemental Indenture"), a Second Supplemental Indenture dated as of November 14, 2000 (the "Second Supplemental Indenture"), a Third Supplemental Indenture dated as of November 14, 2000 (the "Third Supplemental Indenture"), a Fourth Supplemental Indenture dated as of November 14, 2001 (the "Fourth Supplemental Indenture"), a Fifth Supplemental Indenture dated as of April 8, 2002 (the "Fifth Supplemental Indenture") and a Sixth Supplemental Indenture dated as of June 14, 2002 (the "Sixth Supplemental Indenture" and the Original Indenture, as so supplemented, the "< U>Indenture"), between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), a New York banking corporation, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which the Securities are, and are to be, authenticated and delivered. [This Security is a Global Security representing the aggregate principal amount of the Company's 6.75% Notes Due June 15, 2012 set forth on the face hereof.]* The Securities of this series [of which this Global Security is a part]* are limited in aggregate principal amount to $400,000,000, except as provided in the Sixth Supplemental Indenture.

Optional Redemption. The Securities of this series are redeemable, in whole or in part, at any time, at the option of the Company, at a Redemption Price equal to the greater of:

• 100% of the principal amount of the Securities of this series then Outstanding to be redeemed, or
• the sum of the present values of the remaining scheduled payments of principal and interest thereon from the Redemption Date to the Maturity Date computed by discounting such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of 15 basis points plus the Adjusted Treasury Rate on the third Business Day prior to the Redemption Date, as calculated by an Independent Investment Banker, plus, in each case, any accrued and unpaid interest on the Securities to the Redemption Date.

__________________________

* For inclusion in Global Securities only.

"Adjusted Treasury Rate" means, with respect to any Redemption Date:

• the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or
• if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

"Business Day" means any day other than a Saturday or Sunday or a day in which banking institutions in New York City are authorized or obligated by law or executive order to close.

"Comparable Treasury Issue" means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities ("Remaining Life") or, if, in the reasonable judgment of the Independent Investment Banker, there is no such security, then the Comparable Treasury Issue will mean the U.S. Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity or maturities comparable to the remaining term of the Securities.

"Comparable Treasury Price" means (1) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

"Independent Investment Banker" means one of the Reference Treasury Dealers selected by the Company, or if any such firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company.

"Reference Treasury Dealer" means each of J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, UBS Warburg LLC, BNY Capital Markets, Inc., Fleet Securities, Inc., Goldman, Sachs & Co. and Salomon Smith Barney Inc. and their respective successors; provided that if any of the foregoing ceases to be, and has no affiliate that is, a U.S. Government securities dealer (a "Primary Treasury Dealer"), the Company will substitute for it another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

The Company will mail notice of redemption at least 30 days but not more than 60 days before the applicable Redemption Date to each Holder of the Securities of this series to be redeemed. If the Company elects to partially redeem the Securities of this series, the Trustee will select in a fair and appropriate manner the Securities to be redeemed. Notwithstanding Section 1104 of the Indenture, the notice of such redemption need not set forth the Redemption Price but only the manner of calculation thereof. The Company shall give the Trustee notice of such Redemption Price immediately after the calculation thereof.

Upon the payment of the Redemption Price plus accrued and unpaid interest, if any, to the date of redemption, interest will cease to accrue on and after the applicable Redemption Date on the Securities or portions thereof called for redemption.

          Usury. The interest rate on the Securities of this series shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

          Defeasance. The Indenture contains provisions for defeasance of (a) the entire Indebtedness evidenced by this Security and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein.

          Events of Default. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

          Amendment to Indenture; Waiver of Defaults. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (voting as a class). The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities of all series with respect to which a default under the Indenture shall have occurred and be continuing (voting as one class), on behalf of the Holders of all Securities of all such series, to waive certain past defaults under the Indenture and their consequences. The Indenture also permits the Holders o f not less than a majority in aggregate principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Securities of such series, to waive compliance with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

          Obligations Unconditional. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Security at the times, place and rates, and in the coin or currency, herein prescribed.

          Transfer and Exchange. [This Security shall be exchangeable for Securities registered in the names of Persons other than the Depositary with respect to such series or its nominee only as provided in Section 311 of the Original Indenture. Securities so issued in exchange for this Security shall be of the same series, having the same interest rate, if any, and maturity and having the same terms as this Security, in authorized denominations and in the aggregate having the same principal amount as this Security and registered in such names as the Depositary for such Global Security shall direct.]* As provided in the Indenture and subject to certain limitations therein set forth, the transfer of a Security of the series of which this Security is a part is registrable in the Security Register, upon

__________________________

* For inclusion in Global Securities only.

surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

          The Securities of this series are issuable only in registered form without coupons in minimum denominations of $1,000 or any integral multiple of $1,000 over such minimum denomination. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

          No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

          Governing Law. This Security shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of law except Section 5-1401 of the New York General Obligations Law.

          All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

----------------

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Security to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints
agent to transfer this Security on the Security Register. The agent may substitute another to act for him or her.

Date: _____________________

Signature: _____________________________

Signature Guarantee: ____________________

(Sign exactly as your name appears on the other side of this Security)

SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EX-3.17

Exhibit 3-17

NEW YORK STATE ELECTRIC & GAS

CORPORATION

____________

B Y - L A W S

As Amended

June 28, 2002

NEW YORK STATE ELECTRIC & GAS CORPORATION

_______

BY-LAWS

_______

SEAL

          1.     The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "CORPORATE SEAL, NEW YORK". If authorized by the Board of Directors, the corporate seal may be affixed to any certificates of stock, bonds, debentures, notes or other engraved, lithographed or printed instruments, by engravings, lithographing or printing thereon such seal or a facsimile thereof, and such seal or facsimile thereof so engraved, lithographed or printed thereon shall have the same force and effect, for all purposes, as if such corporate seal had been affixed thereto by indentation.

STOCKHOLDERS' MEETINGS

          2.     All meetings of the stockholders shall be held at such location either within or without the State of New York as shall be stated in the notice of the meeting, except when otherwise expressly provided by statute.

          3.     The annual meeting of stockholders shall be held on such date and time as may be fixed by the Board of Directors, at which the stockholders entitled to vote shall elect directors, and transact such other business as may properly be brought before the meeting.

          4.     The holders of a majority of the shares of stock of the Corporation issued and outstanding and entitled to vote thereat, without regard to class, present in person or by proxy, shall be requisite for, and shall constitute a quorum at all meetings of the stockholders for the transaction of business except for the election or removal of directors and except as otherwise expressly provided by statute, by the Certificate of Incorporation, as amended, or by these By-Laws; provided that, in the case of any meeting of holders of the serial preferred stock of the Corporation, the presence in person or by proxy of the holders of record of shares representing a majority of the votes entitled to be cast thereat by the holders of the outstanding shares of serial preferred stock, without regard to series, shall be necessary to constitute a quorum for the transaction of business except for the election or removal of directors and except as otherwise expressly provided by statute, by the Certificate of Incorporation, as amended, or by these By-Laws. If, however, the holders of a majority of such shares of stock or votes, as the case may be, shall not be present or represented by proxy at any such meeting, the stockholders entitled to vote thereat, present in person or by proxy, shall have power, by a majority vote of those present or represented, to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the amount of stock or votes, as the case may be, requisite to constitute a quorum shall be present in person or by proxy. At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed.

          At any meeting for the election of directors by the common stockholders, the presence in person or by proxy of the holders of record of a majority of the outstanding shares of common stock shall be necessary to constitute a quorum for the election of such directors, except when otherwise expressly provided by statute.

          5.     At each meeting of stockholders each holder of record of shares of capital stock then entitled to vote shall be entitled to vote in person, or by proxy appointed by instrument executed in writing, by such stockholder or by his duly authorized attorney; but no proxy shall be valid after the expiration of eleven months from the date of its execution unless the stockholder executing it shall have specified therein its duration, which shall be for some limited period. Except as otherwise provided by statute or by the Certificate of Incorporation, as amended, each holder of record of shares of capital stock entitled to vote at any meeting of stockholders shall be entitled to one vote for every share of capital stock standing in his name on the books of the Corporation. All elections shall be determined by a plurality vote. The vote for directors shall be by ballot and, except as otherwise provided by statute or by the Certificate of Incorporation, as amended, or by these By-Laws, all other matters shall be determined by a vote of the holders of a plurality of the shares of the capital stock present or represented at a meeting and entitled to vote on such matters, and by ballot, if demanded by any stockholder or his duly authorized proxy.

          6.     Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, as amended, may be called by the President, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meetings.

          7.     Except as otherwise may be required by provisions of the Certificate of Incorporation of the Corporation, as amended, relative to meetings of stockholders required or authorized by the provisions of paragraph (F) or (H) of Article 7 of the Restated Certificate of Incorporation filed October 25, 1988, notice of every meeting of stockholders, setting forth the time, place and purpose or purposes thereof, shall be mailed, not less than ten nor more than sixty days prior to such meetings to all stockholders (at their respective addresses appearing on the books of the Corporation unless the stockholder shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case the notice shall be mailed to the address designated in such request) entitled to vote at such meeting, of record as of a date fixed by the Board of Director s, not more than sixty days in advance of such meeting, for determining the stockholders entitled to notice of and to vote at such meeting, unless and except to the extent that such notice shall have been waived in writing either before or after the holding of such meeting by stockholders entitled to notice thereof and to vote thereat.

DIRECTORS

          8.     The property and business of the Corporation shall be managed under the direction of its Board of Directors, which shall consist of not less than two (2) nor more than five (5) directors. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders, or, if no such election shall be held, at a meeting called and held in accordance with the statutes of the State of New York. Each director shall be elected to serve until the next annual meeting of stockholders, and thereafter until his successor shall be elected and shall qualify.

          The stockholders, at any annual meeting, or at any special meeting called for that purpose, or a majority of the entire Board of Directors, at any regular or special meeting, may determine to increase or decrease the number of directors to the respective maximum or minimum limits above prescribed, and, in the case of an increase, shall thereupon elect the additional directors. No decrease in the number of directors shall shorten the term of any incumbent director. At any meeting of the stockholders, the holders of a majority of the shares of common stock issued and outstanding, voting separately as a class, or by written consent without a meeting may remove at any time, with or without cause, any director theretofore elected by the common stockholders, or elected by the Board to fill a vacancy among the directors elected by the common stockholders, and may fill the vacancy in the Board for the unexpired term thus caused.

          9.     In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Corporation, and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders. A director or officer of this Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of this Corporation be void or voidable by reason of the fact that any director or officer or any firm of which any director or officer is a member or employee or any corporation of which any director or officer is a shareholder, director, officer or employee, is in any way interested in such transaction or contract, provided that such transaction or contract i s or shall be authorized, ratified or approved either (1) by vote of a majority of a quorum of the Board of Directors without counting in such majority or quorum any director so interested or member or employee of a firm so interested or a shareholder, director, officer or employee of a corporation so interested or (2) by vote at a stockholders' meeting of the holders of record of a majority of all the outstanding shares of capital stock of the Corporation having full voting power or by writing or writings signed by a majority of such holders; nor shall any director or officer be liable to account to the Corporation for any profits realized by and from or through any such transaction, or contract of this Corporation authorized, ratified or approved as aforesaid by reason of the fact that he or any firm of which he is a member or employee, or any corporation of which he is a shareholder, director, officer or employee was interested in such transaction or contract.

MEETINGS OF THE BOARD

          10.     The first meeting of the Board of Directors held after the annual meeting of stockholders at which directors shall have been elected shall be held for the purpose of organization, the election of officers, and the transaction of any other business which may come before the meeting.

          11.     Regular meetings of the Board may be held without notice, except as otherwise provided by these By-Laws, at such time and place as shall from time to time be designated by the Board.

          12.     Special meetings of the Board may be called by the President or any two directors and may be held at the time and place designated in the call and notice of the meeting. The Secretary or other officer performing his duties shall give notice either personally or by mail or telegram at least twenty-four hours before the meeting. Meetings may be held at any time and place without notice if all the directors are present or if those not present waive notice in writing either before or after the meeting.

          13.     At all meetings of the Board a majority of the total number of directors shall be requisite for and shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these By-Laws.

          14.     Any regular or special meeting may be adjourned to any other time at the same or any other place by a majority of the directors present at the meeting, whether or not a quorum shall be present at such meeting, and no notice of the adjourned meeting shall be required other than announcement at the meeting.

COMPENSATION OF DIRECTORS

          15.     Directors, other than salaried officers or employees of the Corporation or of any affiliated company, shall receive compensation for their services as directors in such form and amounts and at such times as may be prescribed from time to time by the Board of Directors. All directors shall be reimbursed for their reasonable expenses, if any, for attendance at each regular or special meeting of the Board of Directors.

          16.     Members of any committee of the Corporation, other than salaried officers or employees of the Corporation or of any affiliated company, shall receive compensation for their services on such committee in such form and amounts and at such times as may be prescribed from time to time by the Board of Directors.

          Members of any committee of the Corporation shall be allowed such additional compensation and reimbursement for expenses as may be fixed by the Board of Directors.

COMMITTEES

          17.     The Board of Directors may by vote of a majority of the whole Board designate one or more committees, whether special or standing, each to consist of one or more of their number, to hold office for such period as the Board shall determine. With respect to each such committee, the Board of Directors may likewise designate one or more alternate members who shall serve in the absence of any regular member or members of such committee. When a regular or alternate member of such committee ceases to be a director he shall automatically cease to be a regular or alternate member of such committee. Each such committee shall have authority only to the extent provided by the Board of Directors, except that no such committee shall have authority as to: the submission to stockholders of any action that needs stockholders' authorization under the Business Corporation Law; the filling of vacancies in the Boa rd of Directors or in any committee; the fixing of compensation of the directors for serving on the Board or on any committee; the amendment or repeal of the By-Laws, or the adoption of new By-Laws; the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. A majority of each such committee shall constitute a quorum at any meeting thereof. The act of a majority of each such committee present at any meeting thereof at which there is a quorum shall be the act of such committee. The Board of Directors may by vote of a majority thereof fill any vacancies in each such committee.

MEETINGS OF THE BOARD AND COMMITTEE THEREOF
BY CONFERENCE TELEPHONE OR SIMILAR MEANS

          18.     Any one or more of the members of the Board of Directors or any special or standing committee of the Board of Directors may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ACTION BY BOARD OR COMMITTEE WITHOUT A MEETING

          19.     If all members of the Board of Directors or any special or standing committee of the Board of Directors consent in writing to the adoption of a resolution authorizing action required or permitted to be taken by the Board or any committee, such action may be taken without a meeting. The resolution and the written consents thereto shall be filed with the minutes of the proceeding.

OFFICERS

          20.     The officers of the Corporation shall be chosen by the Board of Directors. The officers shall be a President, one or more Assistants to the President, one or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers, and such other officers as the Board may from time to time choose and appoint. Any two of such offices may be occupied by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

          21.     The Board of Directors, at its first meeting after the election of directors by the stockholders, shall choose a President, a Secretary, and may choose a Treasurer and a Controller, and such Assistants to the President, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as it shall deem necessary, none of whom need be members of the Board.

          22.     The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms, and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

          23.     The salary or other compensation of the officers of the Corporation shall be fixed by the Board of Directors. The salary or other compensation of all other employees shall, in the absence of any action by the Board, be fixed by the President or by such other officers or executives as shall be designated by the President.

          24.     The officers of the Corporation shall hold office until the first meeting of the Board of Directors after the next succeeding annual meeting of stockholders and until their successors are chosen and qualify in their stead. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors. Any other employee or agent of the Corporation may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors or, in the absence of any action by the Board, by the President or by such other officers or executives as shall have been designated by the President.

PRESIDENT

          25.     The President shall be the chief executive officer of the Corporation. He may sign in the name of and on behalf of the Corporation, certificates of stock, notes, and any and all contracts, agreements and other instruments of a contractual nature pertaining to matters which arise in the normal conduct and ordinary course of business of the Corporation. He shall also generally have the powers and perform the duties which appertain to the office.

          The Assistants to the President shall assist the President in the performance of his duties and exercise and perform such other powers and duties as may be conferred or required by the Board.

VICE PRESIDENT

          26.     A Vice President may sign, in the name of and on behalf of the Corporation, certificates of stock, notes and any and all contracts, agreements and other instruments of a contractual nature pertaining to matters which arise in the normal conduct and ordinary course of business, and shall perform such other duties as the Board of Directors may prescribe.

          If there be more than one Vice President, the Board of Directors may designate one or more Vice Presidents as Executive Vice Presidents who shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the President, and may designate one or more Vice Presidents as Senior Vice Presidents who shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the President and the Executive Vice Presidents. A Vice President who has not been designated as Executive Vice President or as Senior Vice President shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the President, and the Executive Vice Presidents and the Senior Vice Presidents.

          The Assistant Vice Presidents shall assist the President and Vice Presidents in the performance of their duties and exercise and perform such other powers and duties as may be conferred or required by the Board.

SECRETARY

          27.     The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. He shall be sworn to the faithful discharge of his duty. Any records kept by him shall be the property of the Corporation and shall be restored to the Corporation in case of his death, resignation, retirement or removal from office.

          He shall be the custodian of the seal of the Corporation and, when authorized by the Board of Directors, the President or a Vice President, shall affix the seal to all instruments requiring it and shall attest the seal and/or the execution of such instruments, as required. He shall have control of the stock ledger, stock certificate book and minute books of the Corporation and its committees, and other formal records and documents relating to the corporate affairs of the Corporation.

          The Assistant Secretary or Assistant Secretaries shall assist the Secretary in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

TREASURER

          28.     (a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.

          (b) He shall disburse the funds of the Corporation in such manner as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

          (c) He shall give the Corporation a bond if required by the Board of Directors in a sum, and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration of the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

CONTROLLER

          29.     The Controller of the Corporation shall have full control of all the books of account of the Corporation and keep a true and accurate record of all property owned by it, of its debts and of its revenues and expenses and shall keep all accounting records of the Corporation other than the record of receipts and disbursements and those relating to the deposit or custody of money and securities of the Corporation, which shall be kept by the Treasurer, and shall also make reports to the directors and others of or relating to the financial condition of the Corporation.

          The Assistant Controller or Assistant Controllers shall assist the Controller in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

VACANCIES

          30.     If the office of any director becomes vacant by reason of death, resignation, removal or disability, or any other cause, the directors then in office, except as otherwise provided in the Certificate of Incorporation, as amended, although less than a quorum, by a majority vote, may choose a successor or successors, who shall hold office until the next annual meeting of stockholders, and thereafter until a successor or successors shall be elected and shall qualify.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

          31.     The Corporation shall fully indemnify to the extent not prohibited by law any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an investigative, administrative, legislative or other proceeding, and including an action by or in the right of the Corporation or any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, by reason of the fact that he, his testator or intestate, (i) is or was a director, officer, or employee of the Corporation or (ii) is or was serving at the request of the Corporation, as a director, officer, or in any other capacity, any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, against any and all judgments, fines, amounts paid in se ttlement and expenses, including attorneys' fees, actually and reasonably incurred as a result of or in connection with any such action or proceeding or any appeal therein, except as provided in the next paragraph.

          No indemnification shall be made to or on behalf of any director, officer, or employee if a judgment or other final adjudication adverse to the director, officer, or employee establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

          Except in the case of an action or proceeding against a director, officer, or employee specifically approved by the Board of Directors, the Corporation shall pay expenses incurred by or on behalf of such a person in defending such a civil or criminal action or proceeding (including appeals) in advance of the final disposition of such action or proceeding. Such payments shall be made promptly upon receipt by the Corporation, from time to time, of a written demand of such person for such advancement, together with an undertaking by or on behalf of such person to repay any expenses so advanced to the extent that the person receiving the advancement is ultimately found not to be entitled to indemnification for such expenses.

          The rights to indemnification and advancement of defense expenses granted by or pursuant to this By-Law (i) shall not limit or exclude, but shall be in addition to, any other rights which may be granted by or pursuant to any statute, certificate of incorporation, by-law, resolution or agreement, (ii) shall be deemed to constitute contractual obligations of the Corporation to any director, officer, or employee who serves in such capacity at any time while this By-Law is in effect, (iii) are intended to be retroactive and shall be available with respect to events occurring prior to the adoption of this By-Law and (iv) shall continue to exist after the repeal or modification hereof with respect to events occurring prior thereto. It is the intent of this By-Law to require the Corporation to indemnify the persons referred to herein for the aforementioned judgments, fines, amounts paid in settlement and expenses, including attorneys' f ees, in each and every circumstance in which such indemnification could lawfully be permitted by an express provision of a by-law, and the indemnification required by this By-Law shall not be limited by the absence of an express recital of such circumstances.

          The Corporation may, with the approval of the Board of Directors, enter into an agreement with any person who is, or is about to become, a director, officer, or employee of the Corporation, or who is serving, or is about to serve, at the request of the Corporation, as a director, officer, or in any other capacity, any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which agreement may provide for indemnification of such person and advancement of defense expenses to such person upon such terms, and to the extent, not prohibited by law.

STOCK OF OTHER CORPORATIONS

          32.     The Board of Directors shall have the right to authorize any officer or other person on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any corporation in which the Corporation shall hold stock, and to exercise thereat any and all the rights and powers incident to the ownership of such stock and to execute waivers of notice of such meetings and calls therefor; and authority may be given to exercise the same either on one or more designated occasions, or generally on all occasions until revoked by the Board. In the event that the Board shall fail to give such authority, such authority may be exercised by the President or a Vice President in person or by proxy appointed by him on behalf of the Corporation.

CERTIFICATES OF STOCK

          33.     Stock of the Corporation may be in certificated or uncertificated form. Stock of the Corporation represented by certificates shall be numbered and shall be entered in the books of the Corporation as the certificates are issued. The certificates shall exhibit the holder's name and number of shares and shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and the seal of the Corporation shall be affixed thereto. Where any such certificates of stock are signed by a transfer agent and by a registrar, the signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary upon any such certificates, if authorized by the Board of Directors, may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actua l signatures, and such facsimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such officers had actually signed the same.

          In case any officer who has signed, or whose facsimile signature has been affixed to, any such certificate shall cease to be such officer before such certificate shall have been delivered by the Corporation, such certificate may nevertheless be issued and delivered as though the person who signed such certificate, or whose facsimile signature has been affixed thereto, had not ceased to be such officer of the Corporation.

          To the extent permitted by law, some or all of any or all classes and series of stock of the Corporation may be uncertificated stock, provided that no stock represented by a certificate shall be registered on the books of the Corporation as uncertificated stock until such certificate is surrendered to the Corporation.

TRANSFERS OF STOCK

          34.     Transfers of certificated stock shall be made on the books of the Corporation only upon the request of the person named in the certificate or by attorney, lawfully constituted in writing, and upon surrender of the certificate therefor.

          Transfers of uncertificated stock shall be made on the books of the Corporation only upon the request of the holder of record of such uncertificated stock or by attorney, lawfully constituted in writing, and upon receipt by the Corporation of a written instruction signed by the holder of record of such uncertificated stock or by such attorney requesting that the transfer of such uncertificated stock be registered on the books of the Corporation.

FIXING OF RECORD DATE

          35.     Except as otherwise may be required by provisions of the Certificate of Incorporation, as amended, relative to meetings of stockholders required or authorized by the provisions of paragraph (F) or (H) of Article 7 of the Restated Certificate of Incorporation filed October 25, 1988, the Board of Directors is hereby authorized to fix a day and hour not exceeding sixty (60) days (and in the case of a meeting not less than ten (10) days) preceding the date of any meeting of stockholders or the date fixed for the payment of any dividend or for the delivery of evidences of rights, as a record time for the determination of the stockholders entitled to notice of and to vote at any such meeting or entitled to receive any such dividend or rights, as the case may be; and all persons who are holders of record of voting stock at such time, and no others, shall be entitled to notice of and to vote at such meetin g, and only stockholders of record at any time so fixed shall be entitled to receive any such dividend or rights; and the stock transfer books shall not be closed during any such period.

REGISTERED STOCKHOLDERS

          36.     The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of New York.

LOST CERTIFICATES

          37.     Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed; provided, however, that the Board of Directors may require, as a condition to the issuance of a new certificate, a bond of indemnity in such form and amount and with such surety or sureties, or without surety, as the Board of Directors shall determine, and may also require the advertisement of such loss in such manner as the Board may prescribe.

INSPECTION OF BOOKS

          38.     The Board of Directors shall have power to determine whether and to what extent, and at what time and places and under what conditions and regulations, the accounts and books of the Corporation (other than the books required by statute to be open to the inspection of stockholders), or any of them, shall be open to the inspection of stockholders, and no stockholders shall have any right to inspect any account or book or document of the Corporation, except as such right may be conferred by the statutes of the State of New York or by resolution of the directors or of the stockholders.

CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS

          39.     All checks or demands for money and notes of the Corporation shall be signed by such person or persons (who may but need not be an officer or officers of the Corporation) as may be authorized by these By-Laws or as the Board of Directors may from time to time designate, either directly or through such officers of the Corporation as shall, by resolution of the Board of Directors, be authorized to designate such person or persons. If authorized by the Board of Directors, the signatures of such persons, or any of them, upon any checks for the payment of money may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actual signatures, and such facsimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such persons had actually signed the same.

          All bonds, mortgages and other instruments requiring a seal shall be executed on behalf of the Corporation by the President or a Vice President, and the seal of the Corporation shall be thereunto affixed by the Secretary or an Assistant Secretary who shall, when required, attest the seal and/or the execution of said instruments. If authorized by the Board of Directors, the signatures of the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer upon any engraved, lithographed or printed bonds, debentures, notes or other instruments may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actual signatures, and such facsimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such officers had actually signed the same.

          In case any officer who has signed any such bonds, debentures, notes or other instruments shall cease to be such officer before such bonds, debentures, notes or other instruments shall have been delivered by the Corporation, such bonds, debentures, notes or other instruments may nevertheless be adopted by the Corporation and be issued and delivered as though the person who signed the same had not ceased to be such officer of the Corporation.

RECEIPTS FOR SECURITIES

          40.     All receipts for stocks, bonds or other securities received by the Corporation shall be signed by the Treasurer or an Assistant Treasurer or by such other person or persons as the Board of Directors shall designate.

FISCAL YEAR

          41.     The fiscal year shall begin the first day of January in each year.

DIVIDENDS

          42.     Dividends upon the capital stock of the Corporation, when earned, may be declared by the Board of Directors at any regular or special meeting.

          The Board of Directors shall have power to fix and determine, and from time to time to vary, the amount to be reserved as working capital; to determine whether any, and if any, what part of any, accumulated surplus net profits shall be declared and paid as dividends, to determine the date or dates for the declaration or payment of dividends and to direct and determine the use and disposition of any surplus net profits, and before payment of any dividend or making any distribution of profits there may be set aside out of the surplus or net profits of the Corporation such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation.

NOTICES

          43.     Whenever under the provisions of these By-Laws notice is required to be given to any director, officer or stockholder, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, by depositing a copy of the same in a post office, letter box or mail chute, maintained by the Post Office Department, in a postpaid sealed wrapper, addressed to such stockholder, officer or director, at his address as the same appears on the books of the Corporation.

          A stockholder, director or officer may waive in writing any notice required to be given to him under these By-Laws.

AMENDMENTS

          44.     These By-Laws may be altered or amended by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote, or by the affirmative vote of a majority of the Board of Directors at any meeting duly held as above provided, the notice of which includes notice of the proposed amendment.

          I,                                                      ,the Secretary of NEW YORK STATE ELECTRIC & GAS CORPORATION, a New York corporation, DO HEREBY CERTIFY that the foregoing is a true, correct and complete copy of the By-Laws of said Corporation, as amended to date.

          IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this        day of                     , 20     .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(CORPORATE SEAL)

EX-10.32

Exhibit 10-32

AMENDMENT NO. 3

to

NEW YORK STATE ELECTRIC & GAS CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE

AS OF AUGUST 1, 2001

          The New York State Electric & Gas Corporation Supplemental Executive Retirement Plan, (the "Plan") amended and restated effective August 1, 2001, as heretofore amended, is hereby further amended as follows:

1.        Effective January 1, 2002, the Plan is hereby amended to delete clause (i) of the third paragraph of Section 5(A) and replace it with the following: "(i) the Base Basic Annual Benefit (as such term is defined in the Retirement Benefit Plan for Employees of New York State Electric & Gas Corporation amended and restated as of May 1, 1998 and as amended through Amendment 7, as such may be amended from time to time, hereinafter referred to as the "NYSEG Pension Plan") including any applicable early retirement reductions to which the Key Person is entitled to from the NYSEG Pension Plan (or the retirement benefit under any other defined benefit pension plan adopted or sponsored by the EEC Group in which the Key Person participates), payable at age 60 (or actual age, if greater) in the normal form of payment under the plan, as if the participant is not married."

          IN WITNESS WHEREOF OF THE ADOPTION OF THIS AMENDMENT No. 3, New York State Electric & Gas Corporation has set its hand and seal to this Amendment No. 3 on June 14, 2002.

NEW YORK STATE ELECTRIC & GAS
CORPORATION

By:   /s/Sherwood J. Rafferty            
            Sherwood J. Rafferty
            Senior Vice President and
            Chief Financial Officer

Attest:   /s/Elaine DuBrava          
                  Elaine DuBrava
                  Secretary

STATE OF NEW YORK         )
                                                  ) SS.:
COUNTY OF TOMPKINS     )

          On this   14th   day of    June   , in the year of 2002, before me, the undersigned, personally appeared SHERWOOD J. RAFFERTY, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

  /s/Darlene E. Beach                    
          Notary Public

EX-3.6

Exhibit 3-6

ROCHESTER GAS AND ELECTRIC CORPORATION

____________

B Y - L A W S

As Amended

June 28, 2002

ROCHESTER GAS AND ELECTRIC CORPORATION

_______

BY-LAWS

_______

SEAL

          1.     The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "CORPORATE SEAL, NEW YORK". If authorized by the Board of Directors, the corporate seal may be affixed to any certificates of stock, bonds, debentures, notes or other engraved, lithographed or printed instruments, by engravings, lithographing or printing thereon such seal or a facsimile thereof, and such seal or facsimile thereof so engraved, lithographed or printed thereon shall have the same force and effect, for all purposes, as if such corporate seal had been affixed thereto by indentation.

STOCKHOLDERS' MEETINGS

          2.     All meetings of the stockholders shall be held at such location either within or without the State of New York as shall be stated in the notice of the meeting, except when otherwise expressly provided by statute.

          3.     The annual meeting of stockholders shall be held on such date and time as may be fixed by the Board of Directors, at which the stockholders entitled to vote shall elect directors, and transact such other business as may properly be brought before the meeting.

          4.     The holders of a majority of the shares of stock of the Corporation issued and outstanding and entitled to vote thereat, without regard to class, present in person or by proxy, shall be requisite for, and shall constitute a quorum at all meetings of the stockholders for the transaction of business except for the election or removal of directors and except as otherwise expressly provided by statute, by the Certificate of Incorporation, as amended, or by these By-Laws. If, however, the holders of a majority of such shares of stock shall not be present or represented by proxy at any such meeting, the stockholders entitled to vote thereat, present in person or by proxy, shall have power, by a majority vote of those present or represented, to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the amount of stock requisite to constitute a qu orum shall be present in person or by proxy. At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed.

          At any meeting for the election of directors by the common stockholders, the presence in person or by proxy of the holders of record of a majority of the outstanding shares of common stock shall be necessary to constitute a quorum for the election of such directors, except when otherwise expressly provided by statute.

          5.      At each meeting of stockholders each holder of record of shares of capital stock then entitled to vote shall be entitled to vote in person, or by proxy appointed by instrument executed in writing, by such stockholder or by his duly authorized attorney; but no proxy shall be valid after the expiration of eleven months from the date of its execution unless the stockholder executing it shall have specified therein its duration, which shall be for some limited period. Except as otherwise provided by statute or by the Certificate of Incorporation, as amended, each holder of record of shares of capital stock entitled to vote at any meeting of stockholders shall be entitled to one vote for every share of capital stock standing in his name on the books of the Corporation. All elections shall be determined by a plurality vote. The vote for directors shall be by ballot and, except as otherwise provided by statute or by the Certificate of Incorporation, as amended, or by these By-Laws, all other matters shall be determined by a vote of the holders of a plurality of the shares of the capital stock present or represented at a meeting and entitled to vote on such matters, and by ballot, if demanded by any stockholder or his duly authorized proxy.

          6.      Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, as amended, may be called by the President, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meetings.

          7.      Except as otherwise may be required by provisions of the Certificate of Incorporation of the Corporation, as amended, notice of every meeting of stockholders, setting forth the time, place and purpose or purposes thereof, shall be mailed, not less than ten nor more than sixty days prior to such meetings to all stockholders (at their respective addresses appearing on the books of the Corporation unless the stockholder shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case the notice shall be mailed to the address designated in such request) entitled to vote at such meeting, of record as of a date fixed by the Board of Directors, not more than sixty days in advance of such meeting, for determining the stockholders entitled to notice of and to vote at such meeting, unless and except to the extent that such n otice shall have been waived in writing either before or after the holding of such meeting by stockholders entitled to notice thereof and to vote thereat.

DIRECTORS

          8.      The property and business of the Corporation shall be managed under the direction of its Board of Directors, which shall consist of not less than two (2) nor more than five (5) directors. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders, or, if no such election shall be held, at a meeting called and held in accordance with the statutes of the State of New York. Each director shall be elected to serve until the next annual meeting of stockholders, and thereafter until his successor shall be elected and shall qualify.

          The stockholders, at any annual meeting, or at any special meeting called for that purpose, or a majority of the entire Board of Directors, at any regular or special meeting, may determine to increase or decrease the number of directors to the respective maximum or minimum limits above prescribed, and, in the case of an increase, shall thereupon elect the additional directors. No decrease in the number of directors shall shorten the term of any incumbent director. At any meeting of the stockholders, the holders of a majority of the shares of common stock issued and outstanding, voting separately as a class, or by written consent without a meeting may remove at any time, with or without cause, any director theretofore elected by the common stockholders, or elected by the Board to fill a vacancy among the directors elected by the common stockholders, and may fill the vacancy in the Board for the unexpired term thus caused.

          9.      In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Corporation, and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders. A director or officer of this Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of this Corporation be void or voidable by reason of the fact that any director or officer or any firm of which any director or officer is a member or employee or any corporation of which any director or officer is a shareholder, director, officer or employee, is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by vote of a majority of a quorum of the Board of Directors without counting in such majority or quorum any director so interested or member or employee of a firm so interested or a shareholder, director, officer or employee of a corporation so interested or (2) by vote at a stockholders' meeting of the holders of record of a majority of all the outstanding shares of capital stock of the Corporation having full voting power or by writing or writings signed by a majority of such holders; nor shall any director or officer be liable to account to the Corporation for any profits realized by and from or through any such transaction, or contract of this Corporation authorized, ratified or approved as aforesaid by reason of the fact that he or any firm of which he is a member or employee, or any corporation of which he is a shareholder, director, officer or employee was interested in such transaction or contract.

MEETINGS OF THE BOARD

          10.      The first meeting of the Board of Directors held after the annual meeting of stockholders at which directors shall have been elected shall be held for the purpose of organization, the election of officers, and the transaction of any other business which may come before the meeting.

          11.     Regular meetings of the Board may be held without notice, except as otherwise provided by these By-Laws, at such time and place as shall from time to time be designated by the Board.

          12.     Special meetings of the Board may be called by the President or any two directors and may be held at the time and place designated in the call and notice of the meeting. The Secretary or other officer performing his duties shall give notice either personally or by mail or telegram at least twenty-four hours before the meeting. Meetings may be held at any time and place without notice if all the directors are present or if those not present waive notice in writing either before or after the meeting.

          13.     At all meetings of the Board a majority of the total number of directors shall be requisite for and shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these By-Laws.

          14.     Any regular or special meeting may be adjourned to any other time at the same or any other place by a majority of the directors present at the meeting, whether or not a quorum shall be present at such meeting, and no notice of the adjourned meeting shall be required other than announcement at the meeting.

COMPENSATION OF DIRECTORS

          15.     Directors, other than salaried officers or employees of the Corporation or of any affiliated company, shall receive compensation for their services as directors in such form and amounts and at such times as may be prescribed from time to time by the Board of Directors. All directors shall be reimbursed for their reasonable expenses, if any, for attendance at each regular or special meeting of the Board of Directors.

          16.     Members of any committee of the Corporation, other than salaried officers or employees of the Corporation or of any affiliated company, shall receive compensation for their services on such committee in such form and amounts and at such times as may be prescribed from time to time by the Board of Directors.

          Members of any committee of the Corporation shall be allowed such additional compensation and reimbursement for expenses as may be fixed by the Board of Directors.

COMMITTEES

          17.     The Board of Directors may by vote of a majority of the whole Board designate one or more committees, whether special or standing, each to consist of one or more of their number, to hold office for such period as the Board shall determine. With respect to each such committee, the Board of Directors may likewise designate one or more alternate members who shall serve in the absence of any regular member or members of such committee. When a regular or alternate member of such committee ceases to be a director he shall automatically cease to be a regular or alternate member of such committee. Each such committee shall have authority only to the extent provided by the Board of Directors, except that no such committee shall have authority as to: the submission to stockholders of any action that needs stockholders' authorization under the Business Corporation Law; the filling of vacancies in the Boa rd of Directors or in any committee; the fixing of compensation of the directors for serving on the Board or on any committee; the amendment or repeal of the By-Laws, or the adoption of new By-Laws; the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. A majority of each such committee shall constitute a quorum at any meeting thereof. The act of a majority of each such committee present at any meeting thereof at which there is a quorum shall be the act of such committee. The Board of Directors may by vote of a majority thereof fill any vacancies in each such committee.

MEETINGS OF THE BOARD AND COMMITTEE THEREOF
BY CONFERENCE TELEPHONE OR SIMILAR MEANS

          18.     Any one or more of the members of the Board of Directors or any special or standing committee of the Board of Directors may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ACTION BY BOARD OR COMMITTEE WITHOUT A MEETING

          19.     If all members of the Board of Directors or any special or standing committee of the Board of Directors consent in writing to the adoption of a resolution authorizing action required or permitted to be taken by the Board or any committee, such action may be taken without a meeting. The resolution and the written consents thereto shall be filed with the minutes of the proceeding.

OFFICERS

          20.     The officers of the Corporation shall be chosen by the Board of Directors. The officers shall be a President, one or more Assistants to the President, one or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers, and such other officers as the Board may from time to time choose and appoint. Any two of such offices may be occupied by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

          21.     The Board of Directors, at its first meeting after the election of directors by the stockholders, shall choose a President, a Secretary, and may choose a Treasurer and a Controller, and such Assistants to the President, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as it shall deem necessary, none of whom need be members of the Board.

          22.     The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms, and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

          23.     The salary or other compensation of the officers of the Corporation shall be fixed by the Board of Directors. The salary or other compensation of all other employees shall, in the absence of any action by the Board, be fixed by the President or by such other officers or executives as shall be designated by the President.

          24.     The officers of the Corporation shall hold office until the first meeting of the Board of Directors after the next succeeding annual meeting of stockholders and until their successors are chosen and qualify in their stead. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors. Any other employee or agent of the Corporation may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors or, in the absence of any action by the Board, by the President or by such other officers or executives as shall have been designated by the President.

PRESIDENT

          25.     The President shall be the chief executive officer of the Corporation. He may sign in the name of and on behalf of the Corporation, certificates of stock, notes, and any and all contracts, agreements and other instruments of a contractual nature pertaining to matters which arise in the normal conduct and ordinary course of business of the Corporation. He shall also generally have the powers and perform the duties which appertain to the office.

          The Assistants to the President shall assist the President in the performance of his duties and exercise and perform such other powers and duties as may be conferred or required by the Board.

VICE PRESIDENT

          26.     A Vice President may sign, in the name of and on behalf of the Corporation, certificates of stock, notes and any and all contracts, agreements and other instruments of a contractual nature pertaining to matters which arise in the normal conduct and ordinary course of business, and shall perform such other duties as the Board of Directors may prescribe.

          If there be more than one Vice President, the Board of Directors may designate one or more Vice Presidents as Executive Vice Presidents who shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the President, and may designate one or more Vice Presidents as Senior Vice Presidents who shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the President and the Executive Vice Presidents. A Vice President who has not been designated as Executive Vice President or as Senior Vice President shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the President, and the Executive Vice Presidents and the Senior Vice Presidents.

          The Assistant Vice Presidents shall assist the President and Vice Presidents in the performance of their duties and exercise and perform such other powers and duties as may be conferred or required by the Board.

SECRETARY

          27.     The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. He shall be sworn to the faithful discharge of his duty. Any records kept by him shall be the property of the Corporation and shall be restored to the Corporation in case of his death, resignation, retirement or removal from office.

          He shall be the custodian of the seal of the Corporation and, when authorized by the Board of Directors, the President or a Vice President, shall affix the seal to all instruments requiring it and shall attest the seal and/or the execution of such instruments, as required. He shall have control of the stock ledger, stock certificate book and minute books of the Corporation and its committees, and other formal records and documents relating to the corporate affairs of the Corporation.

          The Assistant Secretary or Assistant Secretaries shall assist the Secretary in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

TREASURER

          28.     (a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.

          (b) He shall disburse the funds of the Corporation in such manner as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

          (c) He shall give the Corporation a bond if required by the Board of Directors in a sum, and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration of the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

CONTROLLER

          29.     The Controller of the Corporation shall have full control of all the books of account of the Corporation and keep a true and accurate record of all property owned by it, of its debts and of its revenues and expenses and shall keep all accounting records of the Corporation other than the record of receipts and disbursements and those relating to the deposit or custody of money and securities of the Corporation, which shall be kept by the Treasurer, and shall also make reports to the directors and others of or relating to the financial condition of the Corporation.

          The Assistant Controller or Assistant Controllers shall assist the Controller in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

VACANCIES

          30.     If the office of any director becomes vacant by reason of death, resignation, removal or disability, or any other cause, the directors then in office, except as otherwise provided in the Certificate of Incorporation, as amended, although less than a quorum, by a majority vote, may choose a successor or successors, who shall hold office until the next annual meeting of stockholders, and thereafter until a successor or successors shall be elected and shall qualify.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

          31.     The Corporation shall fully indemnify to the extent not prohibited by law any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an investigative, administrative, legislative or other proceeding, and including an action by or in the right of the Corporation or any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, by reason of the fact that he, his testator or intestate, (i) is or was a director, officer, or employee of the Corporation or (ii) is or was serving at the request of the Corporation, as a director, officer, or in any other capacity, any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, against any and all judgments, fines, amounts paid in se ttlement and expenses, including attorneys' fees, actually and reasonably incurred as a result of or in connection with any such action or proceeding or any appeal therein, except as provided in the next paragraph.

          No indemnification shall be made to or on behalf of any director, officer, or employee if a judgment or other final adjudication adverse to the director, officer, or employee establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

          Except in the case of an action or proceeding against a director, officer, or employee specifically approved by the Board of Directors, the Corporation shall pay expenses incurred by or on behalf of such a person in defending such a civil or criminal action or proceeding (including appeals) in advance of the final disposition of such action or proceeding. Such payments shall be made promptly upon receipt by the Corporation, from time to time, of a written demand of such person for such advancement, together with an undertaking by or on behalf of such person to repay any expenses so advanced to the extent that the person receiving the advancement is ultimately found not to be entitled to indemnification for such expenses.

          The rights to indemnification and advancement of defense expenses granted by or pursuant to this By-Law (i) shall not limit or exclude, but shall be in addition to, any other rights which may be granted by or pursuant to any statute, certificate of incorporation, by-law, resolution or agreement, (ii) shall be deemed to constitute contractual obligations of the Corporation to any director, officer, or employee who serves in such capacity at any time while this By-Law is in effect, (iii) are intended to be retroactive and shall be available with respect to events occurring prior to the adoption of this By-Law and (iv) shall continue to exist after the repeal or modification hereof with respect to events occurring prior thereto. It is the intent of this By-Law to require the Corporation to indemnify the persons referred to herein for the aforementioned judgments, fines, amounts paid in settlement and expenses, including attorneys' f ees, in each and every circumstance in which such indemnification could lawfully be permitted by an express provision of a by-law, and the indemnification required by this By-Law shall not be limited by the absence of an express recital of such circumstances.

          The Corporation may, with the approval of the Board of Directors, enter into an agreement with any person who is, or is about to become, a director, officer, or employee of the Corporation, or who is serving, or is about to serve, at the request of the Corporation, as a director, officer, or in any other capacity, any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which agreement may provide for indemnification of such person and advancement of defense expenses to such person upon such terms, and to the extent, not prohibited by law.

STOCK OF OTHER CORPORATIONS

          32.     The Board of Directors shall have the right to authorize any officer or other person on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any corporation in which the Corporation shall hold stock, and to exercise thereat any and all the rights and powers incident to the ownership of such stock and to execute waivers of notice of such meetings and calls therefor; and authority may be given to exercise the same either on one or more designated occasions, or generally on all occasions until revoked by the Board. In the event that the Board shall fail to give such authority, such authority may be exercised by the President or a Vice President in person or by proxy appointed by him on behalf of the Corporation.

CERTIFICATES OF STOCK

          33.     Stock of the Corporation may be in certificated or uncertificated form. Stock of the Corporation represented by certificates shall be numbered and shall be entered in the books of the Corporation as the certificates are issued. The certificates shall exhibit the holder's name and number of shares and shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and the seal of the Corporation shall be affixed thereto. Where any such certificates of stock are signed by a transfer agent and by a registrar, the signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary upon any such certificates, if authorized by the Board of Directors, may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actua l signatures, and such facsimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such officers had actually signed the same.

          In case any officer who has signed, or whose facsimile signature has been affixed to, any such certificate shall cease to be such officer before such certificate shall have been delivered by the Corporation, such certificate may nevertheless be issued and delivered as though the person who signed such certificate, or whose facsimile signature has been affixed thereto, had not ceased to be such officer of the Corporation.

          To the extent permitted by law, some or all of any or all classes and series of stock of the Corporation may be uncertificated stock, provided that no stock represented by a certificate shall be registered on the books of the Corporation as uncertificated stock until such certificate is surrendered to the Corporation.

TRANSFERS OF STOCK

          34.     Transfers of certificated stock shall be made on the books of the Corporation only upon the request of the person named in the certificate or by attorney, lawfully constituted in writing, and upon surrender of the certificate therefor.

          Transfers of uncertificated stock shall be made on the books of the Corporation only upon the request of the holder of record of such uncertificated stock or by attorney, lawfully constituted in writing, and upon receipt by the Corporation of a written instruction signed by the holder of record of such uncertificated stock or by such attorney requesting that the transfer of such uncertificated stock be registered on the books of the Corporation.

FIXING OF RECORD DATE

          35.     Except as otherwise may be required by provisions of the Certificate of Incorporation, as amended, the Board of Directors is hereby authorized to fix a day and hour not exceeding sixty (60) days (and in the case of a meeting not less than ten (10) days) preceding the date of any meeting of stockholders or the date fixed for the payment of any dividend or for the delivery of evidences of rights, as a record time for the determination of the stockholders entitled to notice of and to vote at any such meeting or entitled to receive any such dividend or rights, as the case may be; and all persons who are holders of record of voting stock at such time, and no others, shall be entitled to notice of and to vote at such meeting, and only stockholders of record at any time so fixed shall be entitled to receive any such dividend or rights; and the stock transfer books shall not be closed during any such perio d.

REGISTERED STOCKHOLDERS

          36.     The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of New York.

LOST CERTIFICATES

          37.     Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed; provided, however, that the Board of Directors may require, as a condition to the issuance of a new certificate, a bond of indemnity in such form and amount and with such surety or sureties, or without surety, as the Board of Directors shall determine, and may also require the advertisement of such loss in such manner as the Board may prescribe.

INSPECTION OF BOOKS

          38.     The Board of Directors shall have power to determine whether and to what extent, and at what time and places and under what conditions and regulations, the accounts and books of the Corporation (other than the books required by statute to be open to the inspection of stockholders), or any of them, shall be open to the inspection of stockholders, and no stockholders shall have any right to inspect any account or book or document of the Corporation, except as such right may be conferred by the statutes of the State of New York or by resolution of the directors or of the stockholders.

CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS

          39.     All checks or demands for money and notes of the Corporation shall be signed by such person or persons (who may but need not be an officer or officers of the Corporation) as may be authorized by these By-Laws or as the Board of Directors may from time to time designate, either directly or through such officers of the Corporation as shall, by resolution of the Board of Directors, be authorized to designate such person or persons. If authorized by the Board of Directors, the signatures of such persons, or any of them, upon any checks for the payment of money may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actual signatures, and such facsimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such persons had actually signed the same.

          All bonds, mortgages and other instruments requiring a seal shall be executed on behalf of the Corporation by the President or a Vice President, and the seal of the Corporation shall be thereunto affixed by the Secretary or an Assistant Secretary who shall, when required, attest the seal and/or the execution of said instruments. If authorized by the Board of Directors, the signatures of the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer upon any engraved, lithographed or printed bonds, debentures, notes or other instruments may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actual signatures, and such facsimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such officers had actually signed the same.

          In case any officer who has signed any such bonds, debentures, notes or other instruments shall cease to be such officer before such bonds, debentures, notes or other instruments shall have been delivered by the Corporation, such bonds, debentures, notes or other instruments may nevertheless be adopted by the Corporation and be issued and delivered as though the person who signed the same had not ceased to be such officer of the Corporation.

RECEIPTS FOR SECURITIES

          40.     All receipts for stocks, bonds or other securities received by the Corporation shall be signed by the Treasurer or an Assistant Treasurer or by such other person or persons as the Board of Directors shall designate.

FISCAL YEAR

          41.     The fiscal year shall begin the first day of January in each year.

DIVIDENDS

          42.     Dividends upon the capital stock of the Corporation, when earned, may be declared by the Board of Directors at any regular or special meeting.

          The Board of Directors shall have power to fix and determine, and from time to time to vary, the amount to be reserved as working capital; to determine whether any, and if any, what part of any, accumulated surplus net profits shall be declared and paid as dividends, to determine the date or dates for the declaration or payment of dividends and to direct and determine the use and disposition of any surplus net profits, and before payment of any dividend or making any distribution of profits there may be set aside out of the surplus or net profits of the Corporation such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation.

NOTICES

          43.     Whenever under the provisions of these By-Laws notice is required to be given to any director, officer or stockholder, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, by depositing a copy of the same in a post office, letter box or mail chute, maintained by the Post Office Department, in a postpaid sealed wrapper, addressed to such stockholder, officer or director, at his address as the same appears on the books of the Corporation.

          A stockholder, director or officer may waive in writing any notice required to be given to him under these By-Laws.

AMENDMENTS

          44.     These By-Laws may be altered or amended by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote, or by the affirmative vote of a majority of the Board of Directors at any meeting duly held as above provided, the notice of which includes notice of the proposed amendment.

          I,                                          ,the Secretary of ROCHESTER GAS AND ELECTRIC CORPORATION, a New York corporation, DO HEREBY CERTIFY that the foregoing is a true, correct and complete copy of the By-Laws of said Corporation, as amended to date.

          IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this        day of                      , 20     .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(CORPORATE SEAL)

EX-10.26

Exhibit 10-26

EMPLOYMENT AGREEMENT

          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").

          The Board of Directors of Energy East (the "Board") and the Board of Directors of the Company desire to provide for the employment of the Executive as a member of the management of the Company and certain of its subsidiaries and affiliates, and the Executive is willing to commit himself to serve the Company and its subsidiaries and affiliates, on the terms and conditions herein provided.

          In order to effect the foregoing, Energy East, the Company and the Executive wish to enter into an employment agreement on the terms and conditions set forth below. Accordingly, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

          1.     Defined Terms. The definitions of capitalized terms used in this Agreement, unless otherwise defined herein, are provided in the last Section hereof.

          2.     Employment. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve Energy East, the Company and their subsidiaries and affiliates, on the terms and conditions set forth herein, during the term of this Agreement (the "Term").

          3.     Term of Agreement. The Term will commence at the Effective Time of the Merger as those terms are defined in the Agreement and Plan of Merger by and among the Company, Energy East and Eagle Merger Corp. dated as of February 16, 2001 (the "Merger Agreement"), and end on the third anniversary of the day on which the Effective Time occurs, unless further extended as hereinafter provided. Commencing on the first day of the month following the Effective Time and each succeeding month thereafter, the Term of this Agreement shall automatically be extended for one (1) additional month unless Energy East, the Company, or the Executive shall have given prior written notice not to extend this Agreement.

          4.     Position and Duties. The Executive shall serve as President of the Company and as a director of both the Company and RGS Energy Group, Inc. ("RGS"), and shall also serve in any such executive officer position of the Company or its subsidiaries and affiliates if so appointed by the Board, and shall report to the President of Energy East. The Executive shall have such responsibilities, duties and authority that are commensurate with his status as President of the Company and are consistent with such positions as may from time to time be assigned to the Executive by the President of Energy East. The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company and its subsidiaries and affiliates; provided, however, that the Executive may also serve on the boards of director or trustees or otherwise participate in the affairs of other non-affili ated companies and organizations, including, without limitation, industry associations and charitable and civic endeavors, as long as such service does not substantially interfere with the performance of his duties hereunder or violate his obligations under Section 10 hereof.

          5.     Compensation and Related Matters.

                    5.1.   Base Salary. The Company shall pay, or cause to be paid, to the Executive an annual base salary ("Base Salary") during the period of the Executive's employment hereunder, which shall be at an initial rate which is no less than the rate of $300,000. The Base Salary shall be paid in substantially equal bi-weekly installments, in arrears. The Base Salary may be discretionarily increased by the Board from time to time as the Board deems appropriate in its business judgment; the Base Salary in effect from time to time shall not be decreased during the Term.

                    Compensation of the Executive by Base Salary payments shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit plan of Energy East or the Company. The Base Salary payments (including any increased Base Salary payments) shall not in any way limit or reduce any other obligation of Energy East or the Company hereunder, and no other compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of the Company to pay the Executive's Base Salary.

                    5.2.   Benefit Plans. The Executive shall be entitled to participate in or receive benefits under any "employee benefit plan" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")) or employee benefit arrangement made available by Energy East or the Company now or during the period of the Executive's employment hereunder to their executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the benefits created by this Agreement. The Executive's participation in such employee benefit plans and arrangements shall be on terms and conditions no less favorable than those applicable to other senior executives of Energy East, the Co mpany, RGS and NYSEG as determined by the Board; provided that, with respect to any defined benefit pension plans, including any supplemental plans, the Executive's participation shall be on terms and conditions no less favorable than those in effect and applicable to the Executive immediately prior to the Effective Time.

                    5.3.   Incentive Compensation. The Executive shall be entitled to participate in or receive benefits under any short or long-term incentive compensation plan made available by Energy East now or during the period of the Executive's employment hereunder to their executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, that the Executive shall not be eligible to receive benefits from any incentive compensation plan, policy or arrangement of Energy East to the extent the Executive is receiving a similar benefit pursuant to an incentive compensation plan, policy or arrangement of the Company or any of its subsidiaries. Without limiting the generality of the foregoing, during the Term, the Executive shall be eligible to receive an annual cash bonu s (the "Annual Bonus") in accordance with the terms of the Energy East Annual Executive Incentive Plan or any successor thereto, with the maximum Annual Bonus being equal to 90% of Base Salary and the "threshold" Annual Bonus being equal to 45% of Base Salary.

                    5.4.   Initial Option Grant. Energy East shall grant to the Executive, as of the Effective Time, an option to purchase 60,000 shares of Energy East's common stock ("Common Stock") (the "Initial Option Grant") pursuant to, and subject to the terms and conditions of, the Energy East 2000 Stock Option Plan (the "Option Plan"). Subject to the provisions of Section 7.2, the Initial Option Grant shall vest and become exercisable with respect to the shares subject to the Initial Option Grant as follows: (A) as to one third of the shares subject to the Initial Option Grant on the first anniversary of the Effective Time, (B) as to one-third of the shares subject to the Initial Option Grant on the second anniversary of the Effective Time, and (C) as to the remaining shares subject to the Initial Option Grant on the third anniversary of the Effective Time, in each case, pro vided that the Executive remains employed hereunder on that date; provided that the Initial Option Grant will become vested and exercisable upon a "change of control" of Energy East (as defined in the Option Plan). The Initial Option Grant shall have a per-share exercise price equal to the Fair Market Value (as defined in the Option Plan) of the Common Stock on the date on which the Effective Time occurs and a scheduled term of 10 years from and after the Effective Time. Except as specifically provided in this Section 5.4 and in Section 7.2, the Initial Option Grant shall have the same terms and conditions as options granted under the Option Plan to other peer senior executives of Energy East and its subsidiaries.

                    5.5.   Expenses. Upon presentation of reasonably adequate documentation to Energy East, the Executive shall receive prompt reimbursement from the Company or a subsidiary thereof for all reasonable and customary business expenses incurred by the Executive in accordance with the Company's policy in performing services hereunder.

                    5.6.   Vacation. The Executive shall be entitled to five (5) weeks of paid vacation during each year of this Agreement, or such greater period as the Board shall approve, without reduction in salary or other benefits.

          6.     Compensation Related to Disability. During the Term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties hereunder as a result of incapacity due to physical or mental illness, Energy East shall pay, or cause to be paid, to the Executive his Base Salary at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by Energy East or the Company during such period, until the Executive's employment is terminated by Energy East for Disability; provided, however, that such payments shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of Energy East or the Company or under the Social Security disab ility insurance program, which amounts were not previously applied to reduce any such payment.

          7.     Termination Compensation and Benefits.

                    7.1.   If the Executive's employment shall be terminated for any reason during the Term of this Agreement, the Company shall pay the Executive's Base Salary (to the Executive or in accordance with Section 11.2 if the Executive's employment is terminated by the Executive's death) through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits (other than severance compensation and benefits) payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by Energy East or the Company during such period.

                    7.2.   In the event the Executive's employment is terminated prior to the expiration of the Term of the Agreement by the Executive for Good Reason or by Energy East or the Company for reasons other than Cause (other than the death or Disability of the Executive), the Executive shall receive (i) continuation of the Executive's Base Salary for three (3) years following the Date of Termination, (ii) a lump sum amount equal to three (3) times the greater of (A) the Executive's award under the Annual Executive Incentive Compensation Plan for the fiscal year immediately preceding the Date of Termination and (B) the target bonus for the Executive under the Annual Executive Incentive Compensation Plan for the year in which the Date of Termination occurs, (iii) certain benefits as provided in the final sentence of this Section 7.2, (iv) to the extent that any Energy East, Company o r RGS supplemental executive retirement plan benefit formula(s) in which the Executive participates as of the Date of Termination take into account service, age or annual compensation, the Executive shall be granted credit under such formula(s), as of the Date of Termination, for (x) 36 months of additional age and benefit accrual service and (y) deemed compensation during such 36 months of additional service of compensation equal to that required by Sections 5.1 and 5.3; provided that in no event shall the Executive be provided with additional credit hereunder such that his age for purposes of such plan formula will be in excess of age 60 and his years of service will be in excess of 40, (v) accelerated vesting of the Initial Option Grant, (vi) payment of a fee to an independent outplacement firm selected by the Executive for outplacement services in an amount equal to the actual fee for such service up to a total of $10,000 and (vii) a lump sum payment equal to any unreimbursed expenses payable pursuant to Section 5.4 of this Agreement. Notwithstanding any other provision in this Agreement, benefits provided under this Section 7.2 shall not be provided to the Executive to the extent such benefits would be duplicative of benefits provided elsewhere in this Agreement. All lump sum amounts referred to above shall be paid to the Executive no later than fifteen (15) days following the Date of Termination. The benefits referred to in clause (iii) of the first sentence of this Section 7.2 shall consist of: (A) continued participation by the Executive, for a period of three years following the Date of Termination, in the health, life insurance, and accidental death and dismemberment plans made available by the Company from time to time to their executives and key management on the same basis as if he had remained employed by the Company; provided, that to the extent such participation is not permitted by the terms of such plans, the Company shall arrange for alternative coverage that is substantially equivalent or, with respect to the health plans only, pay to the Executive an amount equal, on a net after-tax basis, to the premiums charged under such plans for such coverage to persons electing to receive it pursuant to the continuation coverage requirements of Section 4680B of the Code.

                    7.3.   (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

                    (b) Subject to the provisions of Section 7.3(c), all determinations required to be made under this Section 7.3, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Energy East's principal outside accounting firm, or such other nationally recognized certified public accounting firm as may be designated by Energy East (the "Accounting Firm"). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 30 business days of the receipt of Payment or such earlier time as is requested by the Company or Energy East. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7.3, shall be paid by the Company to the Executive within 15 days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the "Underpayment"), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 7.3(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

                    (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall:

(i)  give the Company any information reasonably requested by the Company relating to such claim,

(ii)  take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii)  cooperate with the Company in good faith in order effectively to contest such claim, and

(iv)  permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.3(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executiv e shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

                    (d) If, after the receipt by the Executive of a Gross-Up Payment or an amount advanced by the Company pursuant to Section 7.3(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 7.3(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7.3(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 d ays after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

                    (e) Notwithstanding any other provision of this Section 7.3, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

                    7.4.   Energy East also shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in any dispute concerning the interpretation or enforcement of this Agreement (including all such fees and expenses, if any, incurred in disputing any termination or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder or otherwise); provided, however, Energy East shall not be required to pay legal fees and expenses incurred separately by the Executive in connection with a contest controlled by Parent pursuant to Section 7.3(c) hereof in connection with which Energy East complied with its obligations under such Section 7.3(c). Such payments shal l be made within fifteen (15) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as Energy East reasonably may require.

          8.     Termination Procedures.

                    8.1.   Notice of Termination. During the Term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 12 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and, in the case of a termination by the Company for Cause or by the Executive for Good Reason, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three- quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

                    8.2.   Date of Termination. "Date of Termination", with respect to any Purported termination of the Executive's employment during the Term of this Agreement shall mean (i) if the Executive's employment is terminated by the Executive's death, the date of the Executive's death, (ii) if the Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the substantial performance of the Executive's duties during such thirty (30) day period), and (iii) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by Energy East, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).

          9.     No Mitigation. Energy East and the Company agree that if the Executive's employment hereunder is terminated during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by Energy East or the Company hereunder. Further, the amount of any payment or benefit provided for hereunder (other than pursuant to Section 7.2(iii)) shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to Energy East or the Company, or otherwise.

          10.     Confidentiality and Noncompetition.

                    10.1.   The Executive will not, during or after the Term, disclose to any entity or person any information which is treated as confidential by Energy East or the Company or any of their subsidiaries or affiliates, and not generally known or available in the marketplace, and to which the Executive gains access by reason of the Executive's position as an employee or director of Energy East, the Company or any of their respective subsidiaries (each, an "EE Entity").

                    10.2.   Except as permitted by Energy East or the Company upon its prior written consent, the Executive shall not, during the Executive's employment hereunder, and, except in the case of a termination to which Section 7.2 applies, for the one year period following the Date of Termination, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of any EE Entity with respect to products which any EE Entity is then producing or services which any EE Entity is then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only in lines of business of the Competitor whic h are not directly competitive with a primary line of business of any EE Entity or are outside of the Restricted Territory. For purposes of this Section 10.2, the "Restricted Territory" shall be the states and/or commonwealths of Connecticut, Vermont, Massachusetts, New Hampshire, Maine and Rhode Island.

          11.     Successors, Binding Agreement.

                    11.1.   In addition to any obligations imposed by law upon any successor to Energy East or the Company, Energy East and the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Energy East or the Company, as the case may be, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Energy East and the Company would be required to perform it if no such succession had taken place. Failure of Energy East or the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from Energy East or the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

                    11.2.   This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.

                    11.3.   Except as provided herein, at the Effective Time, the Prior Agreement shall be terminated and no longer in effect; and the Executive expressly waives his rights to any payments under the Prior Agreement.

          12.     Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addressees set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

(a)  To Energy East:

Energy East Corporation
P.O. Box 12904
Albany, New York 12212-2904
Attention:  Richard R. Benson
               Vice President, Human Resources, Energy East Management                Corporation

Telephone:  (607) 347-2351
Telecopy:  (607) 347-2064

with a copy to:

Huber Lawrence & Abell
605 Third Avenue
New York, New York 10158
Attention:  Leonard Blum, Esq.

Telephone:  (212) 682-6200
Telecopy:  (212) 661-5759

(b)  To the Company:

Rochester Gas & Electric Corporation
89 East Avenue
Rochester, New York 14649-0001
Attention:  Michael T. Tomaino, Esq.
               Senior Vice President and General Counsel

Telephone:  (716) 771-4444
Telecopy:  (716) 724-8285

(c)  To the Executive:

At the Executive's residence address as maintained
by the Company in the regular course of its business
for payroll purposes.

          13.     Miscellaneous.

                    13.1.   No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officers as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party which are not expressly set forth in this Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes a ll prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled, except as otherwise provided in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without giving effect to choice of law principles.

                    All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. There shall be withheld from any payments provided for hereunder any amounts required to be withheld under federal, state or local law and any additional withholding amounts to which the Executive has agreed. The obligations under this Agreement of Energy East, the Company or the Executive which by their nature and terms require satisfaction after the end of the Term shall survive such event and shall remain binding upon such party.

                    13.2.   Notwithstanding any provision of this Agreement to the contrary, Energy East and the Company shall be jointly and severally liable to the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees for all payment obligations under this Agreement.

          14.     Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          15.     Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

          16.     Settlement of Disputes; Arbitration. All claims by the Executive for benefits under this Agreement shall be directed to and initially determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing within thirty (30) days of submission to the Board and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's claim has been denied. Any denial by the Board of any such subsequent appeal by the Executive shall be delivered to the Executive in writing within thirty (30) days of submission t o the Board and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

          17.     Definitions. For purposes of this Agreement the following terms shall have the meaning indicated below:

                    (a)  "Base Salary" shall have the meaning stated in Section 5.1 hereof.

                    (b)  "Cause" for termination by Energy East or the Company of the Executive's employment for purposes of this Agreement shall mean (i) the willful and continued failure by the Executive to substantially perform the Executive's duties hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 8.1) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to Energy East or its subsidiaries, monetaril y or otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of Energy East or the Company.

                    (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

                    (d)  "Date of Termination" shall have the meaning stated in Section 8.2 hereof.

                    (e)  "Disability" shall be deemed the reason for the termination by Energy East or the Company of the Executive's employment, if, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have been absent from substantial performance of the Executive's duties hereunder for the maximum number of months applicable to the Executive under the Company's Disability Policy for Salaried Employees (or any successor policy) (but in no event for less than six (6) consecutive months), Energy East shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the substantial performance of the Executive's duties.

                    (f)  "Energy East" shall mean Energy East Corporation and any successor to its business and/or assets.

                    (g)  "Excise Tax" shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

                    (h)  "Executive" shall mean the individual named in the first paragraph of this Agreement.

                    (i)  "Good Reason" for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent), of any one of the following acts by Energy East or the Company, or failures by Energy East or the Company to act, unless, in the case of any act or failure to act described in paragraphs (i) or (ii) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:

(i)  the assignment to the Executive of any duties inconsistent with the Executive's positions as set forth in Section 4 or a substantial alteration in the nature of the Executive's responsibilities such that they are no longer consistent with such positions;

(ii)  any material breach of any provision of this Agreement by Energy East or the Company;

(iii)  the relocation of the Company's principal executive offices in Rochester, New York to a location which is not within the 50-mile radius of the Company's principal executive offices or Energy East or the Company's requiring the Executive to be based anywhere other than the Company's principal executive offices except for required travel on the business of Energy East or the Company or its affiliates; or

(iv)  any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 8.1 (and for purposes of this Agreement, no such purported termination shall be effective).

          The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

                    (j)  "Gross-Up Payment" shall have the meaning stated in Section 7.3(a) hereof.

                    (k)  "Notice of Termination" shall have the meaning stated in Section 8.1 hereof.

                    (l)  "Parachute Value" of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

                    (m)  A "Payment" shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

                    (n)  "Term" shall have the meaning stated in Section 3 hereof.

          IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

ENERGY EAST CORPORATION

 /s/ Kenneth M. Jasinski                                        
By: Kenneth M. Jasinski
Title: Executive Vice President
        and Chief Financial Officer

ROCHESTER GAS & ELECTRIC CORPORATION

 /s/ Michael T. Tomaino                                        
By: Michael T. Tomaino
Title: Senior Vice President and General Counsel

EXECUTIVE

 /s/ Paul C. Wilkens                                             
Paul C. Wilkens

EX-10.27

Exhibit 10-27

SEPARATION AGREEMENT AND
GENERAL RELEASE

          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).

W I T N E S S E T H :

          WHEREAS, the Executive, Energy East and RGS are parties to an Amended and Restated Employment Agreement dated as of February 16, 2001 (the "Employment Agreement"); and

          WHEREAS, RGS, Energy East and Eagle Merger Corp. are parties to an Agreement and Plan of Merger dated as of February 16, 2001 (the "Merger Agreement"); and

          WHEREAS, the Executive has agreed to resign, effective as of the Effective Date from (i) employment with RGS, (ii) all offices, directorships and similar positions with RGS, its subsidiaries and related entities; and

          WHEREAS, the Executive and Energy East and RGS have agreed that the Executive's termination will be treated as a termination by the Executive for Good Reason under Section 7.2 of the Employment Agreement; and

          WHEREAS, the parties wish to amend the Employment Agreement to provide that (i) the Executive will not serve as an officer or director of Energy East or its subsidiary New York State Electric & Gas Corporation, (ii) to provide for a period when the Executive will be restricted from competing with Energy East, its subsidiaries and related entities; (iii) to identify certain payments and benefits to be provided the Executive by reason of his termination, and (iv) to resolve any and all outstanding issues and claims that may arise out of the Employment Agreement, the Executive's employment by RGS, its subsidiaries and affiliates and the Executive's termination of employment.

          NOW, THEREFORE, in consideration of the mutual promises herein contained, it is agreed as follows:

          1.     Resignation. Effective as of the Effective Date, the Executive shall resign from any offices, directorships, similar positions and other affiliations that the Executive holds or has with RGS and its subsidiaries, affiliates and related entities; provided, however, that notwithstanding anything contained herein or in the Employment Agreement to the contrary, the Executive will be deemed to be an employee through July 12, 2002 solely for purposes of making effective elections for the manner and timing of payment of benefits under the Company's qualified and supplemental retirement plans (it being understood that from the Effective Date until July 12, 2002, the Executive shall (x) have no duties, authority or responsibilities with Energy East, its subsidiaries and related entities, (y) be credited with no service or age credit for purposes of eligibility, vesting or benefit accrual under any empl oyee benefit plan of Energy East, its subsidiaries and related entities, and (z) except as expressly provided for herein, receive no compensation or employee benefits from Energy East, its subsidiaries and related entities). A copy of the Executive's resignation is attached hereto as Exhibit A. Notwithstanding Section 8 of the Employment Agreement regarding notice of termination of the Executive's employment, the Date of Termination as set forth in the Employment Agreement shall be the Effective Date. Energy East and RGS agree that the Executive's resignation will be treated as a termination by the Executive for Good Reason under Section 7.2 of the Employment Agreement. The parties further agree the Executive will not serve as an officer or director of Energy East or its subsidiary New York State Electric & Gas Corporation as contemplated by Section 4 of the Employment Agreement. This Separation Agreement and General Release shall become effective on the Effective Date, provided that t he Executive has not earlier revoked it under paragraph 15 below.

          2.     Severance Payment. Within fifteen (15) days following the Effective Date, Energy East agrees to make, or cause to be made a lump sum payment to the Executive of FOUR MILLION ONE HUNDRED ONE THOUSAND NINE HUNDRED SEVENTY FOUR DOLLARS ($4,101,974.00). The Executive acknowledges and agrees that this lump sum payment contains consideration in addition to anything of value to which the Executive is already entitled. This payment shall be made by wire transfer in accordance with instructions to be provided by the Executive. This lump sum payment is comprised of the amounts set forth on Exhibit B annexed hereto.

          3.     Option Grant. In addition to the payment described in paragraph 2 hereof, Energy East shall grant to the Executive, on the Effective Date, immediately prior to the Executive's resignation described in paragraph 1, an option to purchase 150,000 shares of Energy East common stock ("Common Stock") pursuant to, and subject to the terms and conditions of, the Energy East 2000 Stock Option Plan (the "Option Plan"). The Initial Option Grant shall be vested upon grant and shall remain exercisable until the first anniversary following the Effective Date. The shares granted pursuant to this paragraph shall have a per-share exercise price equal to the Fair Market Value (as defined in the Option Plan) of the Common Stock on the Effective Date. Except as expressly provided herein, the Initial Option Grant shall have the same terms and conditions as options granted under the Option Plan to the Peer Executives. A copy of the option agreement evidencing the Initial Option Grant is attached hereto as Exhibit C.

          4.     Benefit Continuation. For a period of three years following the Effective Date, the Executive shall continue to participate in the health, life insurance and accidental death and dismemberment plans made available by RGS from time to time to their executives and key management employees on the same basis as if the Executive had remained an employee of such entities, provided that to the extent such participation is not permitted by the terms of such plans, Energy East will arrange for alternative coverage that is substantially equivalent or, with respect to the health plans only, pay to the Executive an amount equal, on a net after-tax basis, to the premiums charged under such plans for such coverage to persons electing to receive it pursuant to the continuation coverage requirements of Section 4680B of the Code.

          5.     Excise Tax; Reimbursement of Legal Fees. Energy East's and RGS's obligations under Sections 7.4, 7.5 and 7.6 of the Employment Agreement shall survive in accordance with their terms.

          6.     Reimbursement for Business Expenses. RGS and Energy East agree to reimburse the Executive for all business expenses actually and reasonably incurred by the Executive in the performance of his duties during his employment in accordance with policy and for which the Executive provides appropriate documentation.

          7.     No Other Benefits. Except as specifically set forth in this Separation Agreement and General Release, the Executive expressly acknowledges and agrees that the Executive is not entitled to receive any severance pay, severance benefits, compensation or employee benefits of any kind whatsoever from any of the EE Entities.

          8.     Executive's Release of EE Entities. (a) In consideration for the payments set forth in paragraph 2 through paragraph 5 above, the Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively "Releasers") hereby irrevocably and unconditionally releases, acquits and forever discharges and agrees not to sue Energy East, RGS and their respective subsidiaries, divisions, affiliates and related entities and their respective current and former directors, officers, shareholders, trustees, employees, consultants, independent contractors, representatives, agents, servants, successors and assigns and all persons acting by, through or under or in concert with any of them (collectively "Releasees"), from all rights and liabilities up to and including the date of this Agreement arising under or relating to the Employment Agreement and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of actions, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected arising out of or in connection with the Executive's employment relationship with Energy East, RGS and their respective subsidiaries and related entities and any claims of wrongful discharge, breach of contract, implied contract, promissory estoppel, defamation, slander, libel, tortious conduct, employment discrimination or claims under any federal, state or local employment statute, law, order or ordinance, including any rights or claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621 et seq. ("ADEA"), or any other federal, state or municipal ordinance relating to discrimination in employment; provided, however , that nothing in this paragraph shall be construed to limit the ability of either party to sue for any act or omission which occurs subsequent to termination of the employment relationship as it relates to the ADEA. The consideration described herein contains additional amounts for the Executive's waiver of any and all ADEA claims arising out of his employment relationship with Energy East, RGS and their respective subsidiaries and related entities. Nothing contained herein shall restrict the parties' rights to enforce the terms of this Agreement.

          (b)     The Release set forth above specifically excludes any claim for benefits to which the Executive may be entitled under the RGS Pension Plan, RGS 401(k) Plan, any supplemental retirement plan of RGS or the Company in which the Executive participates, any welfare plan of RGS or the Company in which the Executive participates or by application of any federal or state law providing for the continuation of welfare benefits, including but not limited to, COBRA and state insurance conversion requirements. The Executive's entitlement to benefits under the RGS Pension Plan, the RGS 401(k) Plan, any applicable supplemental retirement plans or welfare plan shall be determined in accordance with the provisions of those Plans. The Release set forth above also specifically excludes the Executive's indemnification as an officer, director and employee of RGS its subsidiaries and related entities as set forth in the Merger Agreem ent, and as an officer, director and employee of Energy East, its subsidiaries and related entities.

          (c)     Expressly excluded from the release provided in this paragraph is any claim (including, but not limited to, a claim for breach of any provision of this Agreement) or obligation under this Separation Agreement and Release and the Employment Agreement (as amended by this Separation Agreement and General Release).

          (d)     The parties agree that this Agreement shall not affect the rights and responsibilities of the US Equal Employment Opportunity Commission (hereinafter "EEOC") to enforce the Age Discrimination in Employment Act of 1967, as amended and other laws. In addition, the parties agree that this Separation Agreement and General Release shall not be used to justify interfering with the Executive's protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC. The parties further agree that the Executive knowingly and voluntarily waives all rights or claims (that arose prior to the Executive's execution of this Agreement) the Releasers may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to, reinstatement, back pay, front pay, damages, attorneys' fees, experts' fees) as a consequence of any investigation or proc eeding conducted by the EEOC.

          9.     EE Entities Release of Executive. (a) Energy East, RGS, their respective subsidiaries and related entities do hereby release, acquit and forever discharge and agree not to sue the Executive, his heirs, executors, administrators, agents, servants, successors, and assigns and all persons acting on, through, or under or in concert with any of them or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of actions, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred), up to and including the date of this Agreement, of any nature whatsoever, known or unknown, suspected or unsuspected arising out of or in connection with the Executive's employment relationship with Energy East, RGS and their respective subsidiaries and related entities.

          (b)     Expressly excluded from the release provided in this paragraph is any claim or obligation under this Separation Agreement and Release and the Employment Agreement (as amended by this Separation Agreement and General Release). Also specifically excluded from this release are any claims which Energy East, RGS and their respective subsidiaries and related entities may have against the Executive that arise or are alleged to arise out of criminal conduct on the part of the Executive.

          10.     Mutual Non-Disclosure. In further consideration for the payment described in paragraph 2 above, the Executive represents that he has kept the terms of this Separation Agreement and Release confidential. In addition, the existence of and terms and conditions of this Separation Agreement and General Release shall be held confidential by the Executive and by the officers and directors of Energy East and RGS, except for disclosure (a) by any such person as may be required by applicable laws, (b) by Energy East, RGS or the Executive to their respective legal and financial advisors, each of whom shall be instructed by such party to maintain the terms of this Separation Agreement and General Release in strict confidence in accordance with the terms hereof, (c) by the Executive to his spouse, who shall be instructed by the Executive to maintain the terms of this Separation Agreement and General Re lease in strict confidence in accordance with the terms hereof, (d) by any such person if required by order of a court or other body having jurisdiction over such matter, and (e) by Energy East or RGS or the Executive with the written consent of the Executive or Energy East or RGS, respectively.

          11.     Mutual Non-Disparagement. The Executive and his immediate family agree to refrain from criticizing or making disparaging or derogatory comments about Energy East, RGS, their respective subsidiaries and related entities and the officers, directors, employees, agents, products or services of Energy East, RGS and their respective subsidiaries and related entities, and Energy East agrees that the respective officers and directors of Energy East, the Company and RGS shall refrain from criticizing or making disparaging or derogatory comments about the Executive. Except as required by applicable law or court order, the Executive and Energy East agree that (a) the press release attached as Exhibit D hereto shall be the only press release issued by the parties hereto and their respective affiliates concerning the Executive's termination of employment and service with RGS and its affiliates and (b) the parti es and their respective affiliates shall make no public statements concerning the Executive's termination of employment and service with RGS and its affiliates that is inconsistent with the Press Release or provides information or characterizations of facts or events not contained in the Press Release.

          12.     Non-Competition Covenant. Section 10.2 of the Employment Agreement is amended to provide as follows: Except as permitted by Energy East upon its prior written consent, the Executive shall not for the period ending on the third anniversary of the Effective Date, enter, directly or indirectly, into the employ of or render or engage in, directly or indirectly, any services to any person, firm or corporation within the "Restricted Territory," which is a major competitor of Energy East, RGS, Rochester Gas and Electric Corporation, New York State Electric & Gas Corporation, or any of their subsidiaries or affiliates (each, an "EE Entity") with respect to products which any EE Entity is then producing or services which any EE Entity is then providing (a "Competitor"). However, it shall not be a violation of the immediately preceding sentence for the Executive to be employed by, or render service s to, a Competitor, if (a) the Executive renders those services only in lines of business of the Competitor which are not directly competitive with a primary line of business of any EE Entity or are outside of the Restricted Territory or (b) following the second anniversary of the Effective Date, the Executive renders those services in connection with an unregulated business of a Competitor. For purposes of this paragraph, the "Restricted Territory" shall be the states and/or commonwealths of Connecticut, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont.

          13.     Full Force and Effect. The Executive's obligations under Section 10.2 of the Employment Agreement shall continue on and following the Effective Date as modified by paragraph 12 hereof. As of the Effective Date, Sections 1, 7.4, 7.5, 7.6, 9, 10.1, 11, 12, 13, 14, 15, 16 and 17 of the Employment Agreement shall survive in accordance with their terms and the remainder of the Employment Agreement shall be void and of no further force and effect, except to the extent that definitions of capitalized terms are set forth therein.

          14.     Cooperation. The Executive shall reasonably cooperate with Energy East, RGS and their respective subsidiaries and related entities without further compensation or consideration (except for reimbursement of ordinary, necessary and reasonable business expenses for legal fees, food, transportation and/or lodging, if any, incurred in fulfillment of a reasonable specific request for cooperation) in connection with business activities in which the Executive was involved or had knowledge. Such cooperation shall include, but not be limited to, reasonably requested sworn testimony. Notwithstanding the foregoing, following the end of the Consulting Period, if any cooperation by the Executive involves more than one day, Energy East shall pay the Executive a per diem of $1500.

          15.     ADEA Rights. The Executive acknowledges that Energy East, RGS, and their respective subsidiaries and related entities have specifically advised him of the right to seek the advice of an attorney concerning the terms and conditions of this Agreement. The Executive further acknowledges that he has been furnished with a copy of this Separation Agreement and General Release, and he has been afforded 21 (twenty-one) days in which to consider the terms and conditions set forth above prior to signing the Separation Agreement and General Release. By executing this Separation Agreement and General Release, the Executive affirmatively states that he has had sufficient and reasonable time to review this Separation Agreement and General Release and to consult with an attorney concerning his legal rights prior to the final execution of this Agreement. The Executive further agrees that he has carefully read this Sep aration Agreement and General Release and fully understands its terms. The Executive understands that he may revoke this Agreement within seven (7) days after signing this Separation Agreement and General Release. Revocation of the Separation Agreement and General Release must be made in writing and must be received by Richard Benson, Vice President Human Resources, Energy East Management Corporation, Ithaca - Dryden Road, Ithaca, N.Y. 14852-3287 within the time period set forth above.

          16.      Counterparts. This Separation Agreement and General Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

          17.     Entire Agreement. This Separation Agreement and General Release together with the Employment Agreement as amended hereby set forth the parties entire agreement in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, except as otherwise provided in this Separation Agreement and General Release and the Employment Agreement as amended hereby.

          18.     Consulting Services. From the Effective Date until the first anniversary thereof (the "Consulting Period"), the Executive shall (a) serve in an advisory capacity to the Company and render such services in connection with the business of the Company and (b) make himself reasonably available to the Company to respond to requests for information concerning matters involving facts or events relating to the Company that may be within the Executive's knowledge, in each case, as may be reasonably requested from time to time by the Company after taking into account any personal, business and employment obligations that the Executive may have; provided, however, that in no event shall the Executive be required to render such services in excess of 500 hours. In consideration for such services, the Executive shall be paid within fifteen (15) days after the Effective Date a consulting fee of $150 ,000. Notwithstanding anything contained herein or in the Employment Agreement to the contrary, except as provided in Section 1, during the Consulting Period, the Executive (a) will not be deemed to be an employee and will be an independent contractor, (b) will be credited with no service or age credit for purposes of eligibility, vesting or benefit accrual under any employee benefit plan of Energy East, its subsidiaries and related entities, and (c) except as expressly provided for herein, receive no compensation or employee benefits from Energy East, its subsidiaries and related entities.

          19.     Tax Withholding. Except for any payments made pursuant to paragraph 18, notwithstanding any other provision of this Agreement, Energy East and RGS may withhold from any amounts payable under this Agreement, or any other benefits received pursuant hereto, such minimum Federal, state and/or local taxes, FICA and such other deductions as may be required to be withheld under any applicable law or regulation.

          IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

ENERGY EAST CORPORATION

  /s/ Robert D. Kump                                
By: Robert D. Kump
Title Vice President, Treasurer & Secretary

RGS ENERGY GROUP, INC.

  /s/ Michael T. Tomaino                            
By: Michael T. Tomaino
Title Senior Vice President & General Counsel

  /s/ Thomas S. Richards                            
Thomas S. Richards

Exhibit A

June 28, 2002

Energy East Corporation
RGS Energy Group, Inc.
P.O. Box 12904
Albany, New York 12212-2904

Ladies and Gentlemen:

          Effective on the date hereof, I hereby resign from my employment with RGS and from all offices, directorships and similar positions with RGS, its subsidiaries and related entities.

Sincerely yours,
/s/ Thomas S. Richards
Thomas S. Richards

Exhibit B

Schedule of Payments for Thomas S. Richards

Payment Type	Amount
Base Salary ($491,150 per year) x 3	$1,473,450.00
Target Bonus ($343,805 per year) x 3	$1,031,415.00
Present Value Pension Differential	$1,497,109.00
Outplacement/Relocation	$100,000.00
TOTAL	$4,101,974.00

Exhibit C

ENERGY EAST CORPORATION

2000 Stock Option Plan

2002 STOCK OPTION AWARD AGREEMENT

          1.     Pursuant to the provisions of the 2000 Stock Option Plan, as it may be amended from time to time (hereinafter called the "Plan"), of Energy East Corporation (hereinafter called the "Company"), the Company hereby grants to Thomas S. Richards (hereinafter called the "Optionee") as of June 28, 2002 (the "Effective Date") and immediately prior to his resignation as described in the Separation Agreement and General Release dated as of June 28, 2002, subject in all respects to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the right and option to purchase from the Company all or any part of an aggregate of 150,000 shares of Common Stock ($.01 Par Value) of the Company at the purchase price of $22.25 per share (hereinafter called the "Option"). Capitalized terms not defined herein shall have the same definitions as in the Plan.

          2.     The Option is a Non-Statutory Stock Option and is intended not to qualify as an Incentive Stock Option under Section 422 of the Code.

          3.     As of the Effective Date, the Option will be immediately vested and exercisable and shall remain exercisable until the first anniversary of the Effective Date ("Option Expiration Date"). Partial exercises of the Option shall be made only with respect to whole shares of the Company's Common Stock.

          4.     In addition to the grant of the Option hereunder, the Optionee is hereby granted Stock Appreciation Rights in tandem with the Option which entitle the Optionee to receive from the Company, upon the exercise of such Stock Appreciation Rights, an amount equal to the excess of the Fair Market Value of a share of the Company's Common Stock, determined on the date of the exercise, over the exercise price of the Option. Stock Appreciation Rights shall be exercisable under the same terms and conditions contained in Article 3 herein and shall expire on the Option Expiration Date. Upon their exercise, Stock Appreciation Rights shall be settled in cash. The exercise of Stock Appreciation Rights granted shall result in the corresponding cancellation of the Option to the extent of the number of shares of the Company's Common Stock as to which Stock Appreciation Rights are exercised. The exercise of the Option shall result in the corresponding cancellation of the Stock Appreciation Rights to the extent of the number of shares of the Company's Common Stock as to which the Option is exercised. The Option and the Stock Appreciation Rights are collectively referred to hereinafter as "Awards".

          5.     Neither the Option nor any right hereunder shall be assignable or transferable by the Optionee or be subject to any lien, obligation or liability of the Optionee, except that the Option may be transferred:

(a)  by the Optionee by will or the laws of descent and distribution;

(b)  by the Optionee, with the prior written consent of the committee administering the Plan ("Committee"), by gift to (i) the Optionee's spouse or a child or grandchild of the Optionee or of the Optionee's spouse, or (ii) a trust or an estate in which the Optionee or the Optionee's spouse or a child or grandchild of the Optionee or of the Optionee's spouse has a substantial interest; and

(c)  by the Optionee, with the prior written consent of the Committee, pursuant to a domestic relations order as defined in Section 414 of the Code, or any successor provision.

          In the event of a transfer, the Option shall continue to be subject to all the terms and conditions contained herein and the Optionee shall remain obligated to pay to the Company, upon the exercise of the Option by the Optionee's transferee, amounts sufficient to satisfy any applicable federal, state and local withholding tax requirements. The Option may not be further transferred by the Optionee's transferee, except by will or the laws of descent and distribution. Moreover, the Committee may require a transferee who acquires the Option pursuant to Subsections (b) or (c) above to furnish to the Company, as a condition to the issuance of shares upon the exercise of the Option, an agreement (in such form as the Committee may specify) that is executed by the transferee and that contains such provisions, including representations and restrictions as to the transferability of the shares, as are required by the Committee.

          A transfer of all or any portion of the Option shall result in the concurrent transfer of the related tandem Stock Appreciation Rights. Stock Appreciation Rights may not be transferred by themselves.

          6.     Unless otherwise provided by the Committee, the Option, or any portion thereof, shall be exercised by a written notice (in such form as the Committee may specify) that is addressed to the Secretary of the Company and that specifies the number of shares with respect to which it is being exercised and the total exercise price. The written notice shall be accompanied by the payment of the exercise price in cash or the equivalent payable to the Company, or, unless otherwise provided by the Committee, by tendering (either actually or by delivery of a Committee-approved form attesting to stock ownership) previously acquired shares of the Company's Common Stock which are owned by the Optionee (or the Optionee's transferee) and which are not subject to any pledge or other security interest, or by any combination of the foregoing. With respect to shares tendered in lieu of the payment of cash or cash equivalents, such sha res shall be valued on the basis of their Fair Market Value on the date of exercise. Unless otherwise provided by the Committee, an Option shall not be deemed exercised until the date ("Exercise Date") that both a written notice of exercise and the payment of the exercise price in the form required herein is provided to the Company in accordance with the provisions of Section 9 hereof.

          The Committee, in its sole discretion, may, in lieu of delivering shares covered by the exercised Option, settle the exercise of the Option by means of a cash payment to the Optionee (or the Optionee's transferee) equal to the difference between the Fair Market Value of the Company's Common Stock determined on the Exercise Date and the Option Price. The Committee shall at the same time return to the Optionee (or the Optionee's transferee) any payment for the shares covered by the Option.

          Unless otherwise provided by the Committee, (i) the Stock Appreciation Rights shall be exercised by delivery of a written notice that is addressed to the Secretary of the Company and that specifies the number of shares with respect to which the Stock Appreciation Right is being exercised, and (ii) the Exercise Date with respect to a Stock Appreciation Right shall be the date the written notice of exercise of the Stock Appreciation Right is provided to the Company in accordance with the provisions of Section 9 hereof.

          7.     As a condition to the issuance of shares of Common Stock of the Company under the Option, the Optionee shall remit (or cause to be remitted) to the Company an amount sufficient to satisfy any applicable federal, state and local withholding tax requirements. An Optionee may, totally or in part, satisfy this obligation by electing to have shares withheld (with the consent of the Optionee's transferee, in the event the Option is exercised by a transferee) or by delivering other shares having a Fair Market Value equal to the amount required to be withheld, provided that this election is made in writing on or prior to the date of the exercise of the Option. The Fair Market Value of any shares so withheld or delivered shall be determined as of the date the taxes are required to be withheld.

          8.     The Company shall, on or as soon as practicable after the date of the exercise of all or a portion of the Option, deliver to the Optionee (or the Optionee's transferee) a certificate or certificates for the appropriate number of shares of the Company's Common Stock (or in the event that the Company is using a book entry system, make the appropriate book entry). Notwithstanding anything to the contrary contained in the Plan or this Agreement, the Company shall not be required to issue shares of Common Stock until all applicable legal, listing, registration and regulatory requirements or approvals relating to the issuance have been satisfied or obtained. The shares of the Company's Common Stock issued upon the exercise of an Option may not be transferred except in accordance with all applicable federal and state securities laws, rules and regulations. Certificates issued to transferees of the Optionee may contain legends reflecting any restrictions on transferability imposed by the Company in order to comply with such laws, rules and regulations. The Company shall not be required to register any shares issued to any transferees of the Optionee.

          9.     All notices under this Agreement shall be in writing. Notices, other communications and payments provided for in this Agreement shall be deemed to have been duly given or made when delivered in person or when mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Company at the address set forth below or to the Optionee at the address set forth on the signature page of this Agreement or to such substitute address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

Corporate Secretary
Energy East Management Corporation
P.O. Box 3287
Ithaca, New York 14852-3287
Attention: Paul T. Karakantas

Notice to the Company may be given by telecopy and shall be deemed to have been given when received by the Company at the telecopy number designated by the Company.

          10.     In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, then in any such event the number and kind of shares subject to the Awards and the exercise price per share may be appropriately adjusted consistent with such change in such manner as the Committee in its sole discretion may deem equitable. If deemed necessary or appropriate by the Committee, provision may be made for the payment to the Optionee of a cash amount in cancellation of the Award equal to its then-value, a s determined by the Committee; provided, that if such event takes place in connection with a Change of Control such value shall be based on the value received by the holders of the outstanding Common Stock in connection with the Change of Control. Notwithstanding the foregoing, the number of shares subject to this Award shall always be a whole number. Any adjustments made by the Committee shall be conclusive and binding for all purposes of the Plan.

          11.     The Awards shall not confer upon the Optionee any right with respect to the continuance of employment with any of the Company and its affiliates, nor shall it affect any right which any of the Company and its affiliates may have to terminate the employment of the Optionee.

          12.     The Optionee (or Optionee's transferee) shall not be entitled to the rights of a stockholder with respect to any shares of the Company's Common Stock subject to the Option prior to the date of issuance of a certificate or certificates for such shares (or in the event that the Company is using a book entry system, the date the Company makes the appropriate book entry). No adjustment shall be made for dividends or distributions or other rights with respect to such shares for which the record date is prior to the date the stock certificate or certificates are issued (or appropriate book entry is made).

          13.     A copy of the Plan has been delivered to the Optionee prior to the execution hereof.

          14.     This Agreement shall be governed by the laws of the State of New York, other than its conflicts of laws provisions. In the event of an inconsistency between any term of the Plan and any term of this Agreement, the terms of the Plan shall govern.

ENERGY EAST CORPORATION

By:  /s/ Robert D. Kump                                
                    Secretary

Dated: _______________

ACCEPTED AND AGREED TO:

Optionee acknowledges receipt of a copy of the Plan and represents that Optionee is familiar with the terms and provisions contained therein. Optionee hereby accepts the Awards subject to all of the terms and provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee as to any questions arising under the Plan, the Option and the Stock Appreciation Rights.

  /s/ Thomas S. Richards                            
                    Optionee

Exhibit D

Press Release

PAUL C. WILKENS ELECTED PRESIDENT OF
ROCHESTER GAS & ELECTRIC CORPORATION (RG&E)

FOR IMMEDIATE RELEASE

          Albany, NY and Portland, ME, June 28, 2002 - Energy East Corporation [NYSE:EAS] today announced the election of Paul C. Wilkens as president of Rochester Gas & Electric Corporation and that Thomas S. Richards, who most recently had been chairman, president and chief executive officer of RGS Energy Group and RG&E, will be leaving the company.

          "Tom's contributions to the merger and integration process between RGS Energy Group and Energy East over the course of the last 14 months are most appreciated, and we wish him well in his future endeavors," said Wes von Schack, Energy East's chairman and chief executive officer.

          Before assuming his new role Wilkens worked at RG&E in various positions since 1973, including senior leadership positions with the company's generation assets, gas supply, support services and information technology. He has been senior vice president since 1998. He holds master's degrees in business administration from the University of Rochester's William E. Simon School of Business Administration and nuclear engineering from the University of Illinois at Urbana.

          "I am confident that under the leadership of Paul Wilkens and Mike Bovalino, who will continue as president and chief executive officer of Energetix, RGS will not miss a beat," von Schack said.

About Energy East: Energy East is a respected super regional energy services and delivery company that our customers can depend upon every day. We are a motivated and skilled team of professionals dedicated to creating a shareholder value through our focus on profitable growth, operational excellence and strong customer partnerships. We serve nearly 3 million customers (1.8 million natural gas and 200,000 other retail energy customers) throughout upstate New York and New England.

Contact:  Fausto Gentile
               Manager-Investor Relations
               Energy East Corporation
               607.347.2561

EX-10.28

Exhibit 10-28

ROCHESTER GAS AND ELECTRIC CORPORATION

SUPPLEMENTAL RETIREMENT BENEFIT PROGRAM

Amendment No. 1

          Pursuant to Article Six, the Plan is hereby amended, effective November 1, 2001, (1) by deleting the second paragraph of Section 4.3 and (2) by deleting the first sentence of Section 4.3 and substituting in its place the following:

In the event of a Change in Control, all Plan benefits of eligible
Employees shall become fully vested and, upon termination of
employment or by action of the Committee in anticipation of
termination of employment, an eligible Employee shall be paid his
vested benefits at the same time and in the same form as his
associated benefits under the relevant Qualified Plan are paid.

          IN WITNESS WHEREOF, the Company has caused this Plan Amendment to be executed by its duly authorized officer this 21^st day of November, 2001.

ROCHESTER GAS AND ELECTRIC CORPORATION


By:    s/  David C. Heiligman                             

Title: Vice President and Corporate Secretary

EX-10.29

Exhibit 10-29

ROCHESTER GAS AND ELECTRIC CORPORATION

SUPPLEMENTAL RETIREMENT BENEFIT PROGRAM

Amendment No. 2

          Pursuant to Article Six, the Plan is hereby amended, effective as of May 1, 2002, by adding to the end of Section 3.1(b) the following new paragraph:

For each Employee listed in Appendix C, the lump sum value of the amount of the benefit determined under the preceding paragraph shall be increased by the lump sum amount shown on Appendix C. This additional benefit shall be paid in the same form and under the same terms and conditions as the basic benefit payable under this Section 3.1.

          IN WITNESS WHEREOF, the Company has caused this Plan Amendment to be executed by its duly authorized officer this 19^th day of June, 2002.

ROCHESTER GAS AND
ELECTRIC CORPORATION

By     s/  David C. Heiligman               

Title  Vice President and Corporate Secretary  

APPENDIX C

Section 3.1(b) - Additional Benefit

Employee Name	Lump Sum Value of Additional Benefit Amount
William J. Reddy	$35,000
Louis L. Bellina	$15,000
Michael B. Whitcraft	$25,000

EX-10.30

Exhibit 10-30

ROCHESTER GAS AND ELECTRIC CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM

Amendment No. 1

          Pursuant to Article Six, the Plan is hereby amended, effective November 1, 2001, (1) by deleting the last paragraph of Section 4.7 and (2) by deleting the first sentence of Section 4.7 and substituting in its place the following:

In the event of a Change in Control, all Plan benefits of eligible
Employees shall become fully vested and, upon termination of
employment or by action of the Committee in anticipation of
termination of employment, an eligible Employee shall be paid his
vested benefit at the same time and in the same form as his benefit
is paid under the Qualified Plan.

          IN WITNESS WHEREOF, the Company has caused this Plan Amendment to be executed by its duly authorized officer this 21^st day of November, 2001.

ROCHESTER GAS AND ELECTRIC CORPORATION


By:    s/  David C. Heiligman                             

Title: Vice President and Corporate Secretary

EX-10.31

Exhibit 10-31

ROCHESTER GAS AND ELECTRIC CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM

Amendment No. 2

          Pursuant to Article Six, the Plan is hereby amended, effective as of May 1, 2002, by adding to the end of Section 4.1 the following new paragraph:

          For each Employee listed in Appendix B, the lump sum value of the amount of the benefit determined under the preceding provisions of this Section 4.1 shall be increased by the lump sum amount shown on Appendix B. This additional benefit shall be paid in the same form and under the same terms and conditions as the basic benefit payable under this Section 4.1.

          IN WITNESS WHEREOF, the Company has caused this Plan Amendment to be executed by its duly authorized officer this 19^th day of June, 2002.

ROCHESTER GAS AND
ELECTRIC CORPORATION


By:    s/  David C. Heiligman                             

Title: Vice President and Corporate Secretary

APPENDIX B

Section 4.1 - Additional Benefit

Employee Name	Lump Sum Value of Additional Benefit Amount
Michael J. Bovalino	$100,000
Michael T. Tomaino	$707,000