EXHIBIT 10-19
NEW YORK STATE ELECTRIC & GAS CORPORATION
DIRECTOR SHARE PLAN
I. Plan Objective
The objective of the Director Share Plan (the "Plan") is to
attract and retain current and future Directors of New York
State Electric & Gas Corporation (the "Company") by
providing such Directors with benefits, in addition to
current cash compensation, that enhance the linkage between
director and shareholder interests.
II. Definitions
Wherever used in the Plan, unless the context clearly
indicates otherwise, the following words and phrases shall
have the meanings set forth below:
A. "Account" shall mean the account to be established by
the Committee to which Phantom Shares and Dividend
Phantom Shares will be credited for each Participant.
B. "Board" shall mean the Board of Directors of New York
State Electric & Gas Corporation.
C. "Director" shall mean a member of the Board on the
effective date of the Plan or thereafter.
D. "Dividend Phantom Shares" shall mean the "phantom" (not
corporate) shares that accrue in accordance with Article
V hereof during each Plan Year.
E. "Participant" shall mean a non-employee Director who has
satisfied the eligibility and participation requirements
of Article IV hereof.
F. "Phantom Shares" shall mean the "phantom" (not
corporate) shares that are granted to Participants in
the Plan pursuant to Article VI hereof.
G. "Plan" shall mean the New York State Electric & Gas
Corporation Director Share Plan as embodied herein and
as amended from time to time.
H. "Plan Year" shall mean the calendar year.
I. "Prior Plan" shall mean the New York State Electric &
Gas Corporation Retirement Plan for Directors, effective
as of January 1, 1992, as amended.
III. Administration
The Plan shall be administered by a committee to be known as
the Director Share Plan Committee (the "Committee"), the
members of which shall be appointed by the Board. No member
of the Committee while serving as such shall be eligible for
participation in the Plan. Decisions and determinations by
the Committee shall be final and binding upon all parties.
The Committee shall have the authority to interpret the
Plan, to establish and revise rules and regulations relating
to the Plan, and to make any other determinations that it
believes necessary or advisable for the administration of
the Plan.
IV. Eligibility and Participation
All Directors who are non-employee Directors on the
effective date of the Plan or thereafter are eligible to
participate in the Plan in accordance with the following
provisions:
A. Each eligible Director first elected to the Board prior
to January 1, 1996 must chose one of the following
irrevocable options by January 31, 1997:
1. To remain in the Prior Plan and receive retirement
benefits pursuant to the Prior Plan. An eligible
Director choosing this option will not participate
in the Plan and shall have no rights under the Plan.
2. To cease participation in the Prior Plan effective
January 1, 1997 and instead participate in the Plan
as of that date. An eligible Director choosing this
option shall have no further rights under the Prior
Plan.
B. Each eligible Director first elected to the Board at any
time between January 1, 1996 and December 31, 1996,
inclusive, shall become a Plan Participant on the
effective date of the Plan.
C. Each eligible Director who first becomes a non-employee
Director on or after the effective date of the Plan
automatically becomes a Plan Participant upon becoming a
non-employee Director.
V. Phantom Shares and Dividend Phantom Shares
All Phantom Shares granted to a Participant shall be
credited to a Phantom Share Account which shall be
maintained for the Participant. On each common stock
dividend payment date of the Company, Dividend Phantom
Shares, including fractional Dividend Phantom Shares
computed to four decimal places, shall be credited to each
Participant s Phantom Share Account. The number of Dividend
Phantom Shares to be credited shall be calculated by first
determining the amount of the dividends that would be paid
by the Company upon all Phantom Shares and Dividend Phantom
Shares held for the Participant as if such shares actually
were issued and outstanding common stock of the Company.
The amount of dividends so determined shall then be divided
by the price per share paid by the Company s dividend
reinvestment plan for common stock that was purchased by
said Plan with respect to the common stock dividend payment
date for which the Dividend Phantom Shares are being
credited. The quotient of said division is the number of
Dividend Phantom Shares which shall be credited to a
Participant s Phantom Share Account.
An award of Phantom Shares or Dividend Phantom Shares under
the Plan shall not entitle the recipient to any actual
dividend or voting rights or any other rights of a
shareholder with respect to such Phantom Shares or Dividend
Phantom Shares.
VI. Plan Grants
A. Each Participant who chooses to cease participation in
the Prior Plan and participate in this Plan pursuant to
Article IV.A.2 hereof shall receive an initial grant of
Phantom Shares based on the actuarial present value of
the vested accrued benefit the Participant earned under
the Prior Plan as set forth in the following schedule:
Present Value of
Director Vested Accrued Benefit
Carrigg $133,000
Casarett 181,000
Castiglia 23,000
DeFleur 23,000
Gilmour 181,000
Gioia 40,000
Keeler 99,000
Kintigh 192,000
Lynch 95,000
Marshall 183,000
Stuart 192,000
The initial number of Phantom Shares to be granted will
be determined for a Participant by dividing the
Participant's Present Value of Vested Accrued Benefit by
the average closing price of the Company's common stock
for the five trading days immediately preceding the
effective date of the Plan.
B. In addition, commencing January 1, 1997 and on each
April 1, July 1, October 1, and January 1 thereafter,
150 Phantom Shares will be granted to each Director who
is a Plan Participant as of that date.
VII. Form and Timing of Payments
A. Form - Upon a Participant's ceasing to serve as a
Director of the Company, all Phantom Shares and
Dividend Phantom Shares in the Participant's
Phantom Share Account on the date the Participant
ceases to serve as a Director of the Company
shall be settled in cash. Payments shall be
calculated by multiplying the number of Phantom
Shares and Dividend Phantom Shares in a
Participant's Phantom Share Account on the date
the Participant ceases to serve as a Director of
the company by the average of the Company's
Common Stock closing prices for the five trading
days immediately preceding the date the
Participant ceases to serve as a Director of the
Company.
B. Timing-Cash payments shall be made by the tenth day of
the calendar month next following the date the
Participant ceases to serve as a Director of the
Company. The Committee or the Board may adopt
procedures allowing Participants to defer the
cash payments they will be entitled to receive
under the Plan.
VIII. Dilution and Other Adjustments
In the event of any change in the outstanding shares of
common stock of the Company by reason of any stock dividend
or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other
similar corporate change, if the Committee shall determine,
in its sole discretion, that such change equitably requires
an adjustment in the number of Phantom Shares then held in
each Participant's Phantom Share Account or which may be
awarded to any Participant, or an adjustment in the number
of Dividend Phantom Shares then held in each Participant s
Phantom Share Account or which may be awarded to any
Participant, such adjustments shall be made by the Committee
and shall be conclusive and binding for all purposes of the
Plan.
IX. Amendments and Termination
The Board of Directors may at any time suspend, terminate,
modify or amend the Plan. Neither the suspension or
termination of the Plan nor any modification or amendment
thereto shall diminish the previously accrued rights of any
Director who, at the date of such suspension, termination,
modification or amendment, is a Participant in the Plan.
X. Miscellaneous Provisions
A. In the case of a Participant s death, payments with
respect to Phantom Shares and Dividend Phantom Shares
shall be made to his or her designated beneficiary, or
in the absence of such designation, by will or the laws
of descent and distribution.
B. Except as set forth in A. above, a Participant s rights
and benefits under the Plan shall not be subject in any
manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment,
attachment, execution or levy of any kind, either
voluntary or involuntary, including any such liability
which arises from the Participant s bankruptcy or for
the support of a spouse or former spouse or for any
other relative of the Participant prior to payments
actually being received by the person eligible to
benefit under the Plan. Any attempt at such prohibited
anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, attachment,
execution or levy, shall be void and unenforceable
except as otherwise provided by law.
C. No Participant shall have any claim or right to be
granted an award under this Plan. Neither this Plan nor
any action taken hereunder shall be construed as giving
a Participant any right to be retained in the service of
the Company.
D. The Company shall have the right to deduct from the cash
payments made pursuant to Article VII any taxes required
by law to be withheld with respect to such cash
payments.
E. The Plan shall inure to the benefit of, and be binding
upon, the Company, and its successors and assigns,
including any company into or with which the Company may
be merged or consolidated, and shall inure to the
benefit of, and be binding upon, the Director or
Participant and his or her heirs, executors,
administrators, and, if applicable, his or her
committee, conservator or other person serving in a
similar capacity.
XI. Effective Date
The Plan shall be effective as of January 1, 1997.
XII. Funding
There shall be no funding of any amounts to be paid pursuant
to this Plan; provided, however, that the Company, in its
discretion, may establish a trust to pay such amounts, which
trust shall be subject to the claims of the Company's
creditors in the event of the Company's bankruptcy or
insolvency; and provided, further, that the Company shall
remain responsible for the payment of any such amounts which
are not so paid by any such trust.
INITIAL BENEFICIARY FORM
I hereby designate ______________________ as beneficiary
under the Director Share Plan of New York State Electric & Gas
Corporation.
____________________ __________
Director Date
CHANGE OF BENEFICIARY FORM
I hereby designate ____________________ as beneficiary under
the Director Share Plan of New York State Electric & Gas
Corporation superseding all beneficiary designations previously
made by me.
_________________________ ________
Director Date
Receipt Acknowledged:
_____________________________ ________
Director Share Plan Date
Committee Member