EXHIBIT 10-47
( As Amended and Restated Effective June 1, 1998)
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 ("NYSEG") and effective June
1, 1998, Energy East Corporation ("Energy East") 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. "Energy East Board" shall mean the Board of Directors of
Energy East.
C. "NYSEG Board" shall mean the Board of Directors of NYSEG.
D. "Director" shall mean (i) a member of the NYSEG Board on
the effective date of the Plan or thereafter and (ii) a
member of the Energy East Board on June 1, 1998 or
thereafter.
E. "Dividend Phantom Shares" shall mean the "phantom" (not
corporate) shares that accrue in accordance with Article V
hereof during each Plan Year.
F. "Participant" shall mean a non-employee Director who has
satisfied the eligibility and participation requirements of
Article IV hereof.
G. "Phantom Shares" shall mean the "phantom" (not corporate)
shares that are granted to Participants in the Plan pursuant
to Article VI hereof.
H. "Plan" shall mean the New York State Electric & Gas
Corporation Director Share Plan as embodied herein and as
amended from time to time.
I. "Plan Year" shall mean the calendar year.
J. "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 NYSEG 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 NYSEG Directors who are non-employee NYSEG 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 NYSEG Director first elected to the NYSEG
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 NYSEG
Director choosing this option will not participate in the
Plan and shall have no rights under the Plan except as
otherwise provided in Article IV.D. below.
2. To cease participation in the Prior Plan effective
January 1, 1997 and instead participate in the Plan as of
that date. An eligible NYSEG Director choosing this
option shall have no further rights under the Prior Plan.
B. Each eligible NYSEG Director first elected to the NYSEG
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 NYSEG Director who first becomes a non-
employee NYSEG Director on or after the effective date of
the Plan automatically becomes a Plan Participant upon
becoming a non-employee NYSEG Director.
D. Notwithstanding anything to the contrary contained in any
provision of this Plan, Messrs. Gilmour and Marshall shall
(i) be eligible to participate in this Plan as of June 1,
1998, (ii) receive an initial grant of 937 Phantom Shares
effective as of June 1, 1998, and (iii) shall thereafter be
eligible for further awards pursuant to Article VI.B.
E. In the event that a Plan Participant serves at the same
time as both a NYSEG Director and an Energy East Director,
there shall be no duplication of benefits and such Plan
Participant shall be eligible to receive awards solely as a
NYSEG Director. Accordingly, all non-employee NYSEG
Directors who as of June 1, 1998 also serve as non-employee
Energy East Directors will after June 1, 1998 continue to be
eligible for awards in their capacities as NYSEG Directors.
F. Except as otherwise provided herein, each Energy East
Director who first becomes a non-employee Energy East
Director after June 1, 1998 automatically becomes a Plan
Participant upon becoming a non-employee Energy East
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
Energy East, 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 Energy East upon all Phantom Shares and
Dividend Phantom Shares held for the Participant as if such
shares actually were issued and outstanding common stock of
Energy East. The amount of dividends so determined shall then
be divided by the price per share paid by Energy East'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 NYSEG'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 the later of (i) a Participant's ceasing
to serve as a Director of NYSEG and (ii) a
Participant's ceasing to serve as a Director of
Energy East ("Service Termination Date"), all Phantom
Shares and Dividend Phantom Shares in the
Participant's Phantom Share Account on the Service
Termination Date 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 Service
Termination Date by the average of Energy East's
Common Stock closing prices for the five trading days
immediately preceding the Service Termination Date.
B. Timing - Cash payments shall be made by the tenth day of
the calendar month next following the Service
Termination Date. The Committee or the NYSEG Board
or Energy East 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 Energy East 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 NYSEG Board 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 NYSEG
or Energy East, as the case may be.
D. NYSEG or Energy East, as the case may be, 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, NYSEG and Energy East, and its successors and assigns,
including any company into or with which NYSEG or Energy
East 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 NYSEG or Energy East, in
its discretion, may establish a trust to pay such amounts,
which trust shall be subject to the claims of NYSEG's or
Energy East's creditors in the event of NYSEG's or Energy
East's bankruptcy or insolvency; and provided, further, that
NYSEG or Energy East shall remain responsible for the payment
of any such amounts which are not so paid by any such trust.
XIII. Conversion of Phantom Shares and Dividend Phantom Shares
Effective May 1, 1998, NYSEG was reorganized into a holding
company structure pursuant to an Agreement and Plan of Share
Exchange. As part of the reorganization, all outstanding
Common Stock of NYSEG was exchanged for Common Stock of Energy
East and NYSEG became a wholly-owned subsidiary of Energy
East. Effective May 1, 1998, the Phantom Shares and Dividend
Phantom Shares held in each Participant's Phantom Share
Account, without further action, were deemed to be converted
into the equivalent number of Phantom Shares and Dividend
Phantom Shares of Energy East.
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