<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
REGISTRATION NO. 033-54155
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ENERGY EAST CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 14-1798693
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) No.)
</TABLE>
One Commerce Plaza
Suite 2006A-20th Floor
Albany, New York 12260
(518) 434-3014
(Address and telephone number of principal executive offices)
------------------------
Daniel W. Farley Taras G. Borkowsky, Esq.
Secretary Huber Lawrence & Abell
Energy East Corporation 605 Third Avenue
One Commerce Plaza New York, New York 10158
Suite 2006A-20th Floor (212) 682-6200
Albany, New York 12260
(518) 434-3014
(Names, addresses and telephone numbers of agents for service)
------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration Statement.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
------------------------
This Post-Effective Amendment No. 1 to the Registration Statement
(Registration No. 033-54155)
shall become effective upon filing in accordance with Rule 464 under the
Securities Act of 1933, as amended.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to Form S-3 is filed by Energy East
Corporation (the "Registrant") in order to expressly adopt the statements made
by New York State Electric & Gas Corporation ("NYSEG") in its Form S-3
Registration Statement (Reg. No. 033-54155) (the "Registration Statement") in
accordance with Rule 414(d) of the Securities Act of 1933, as amended (the "1933
Act"), for all purposes of the 1933 Act and the Securities Exchange Act of 1934,
as amended (the "1934 Act"). The Registration Statement relates to shares of
Common Stock issuable in connection with NYSEG's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The NYSEG Common Stockholders, at the 1998 Annual
Meeting of Stockholders held on April 29, 1998, approved the Agreement and Plan
of Share Exchange (the "Plan of Exchange"), filed as Exhibit 2.1 to the
Registrant's Registration Statement on Form S-4, as amended (Reg. No.
333-37997). Pursuant to the Plan of Exchange, each outstanding share of NYSEG
Common Stock ($6.66 2/3 Par Value) was exchanged for one (1) share of the
Registrant's Common Stock, par value $.01 per share, and NYSEG became a
subsidiary of the Registrant. Pursuant to the Plan of Exchange, the shares of
NYSEG Common Stock previously issued and outstanding under the Plan were
converted into an equivalent number of shares of Common Stock of the Registrant.
From and after the effective time of the Plan of Exchange, Common Stock of the
Registrant will be used in lieu of NYSEG Common Stock whenever stock is required
to be issued in connection with the Plan.
<PAGE>
ENERGY EAST CORPORATION
PROSPECTUS SUPPLEMENT DATED MAY 1, 1998
TO PROSPECTUS DATED JUNE 16, 1994 FOR
NEW YORK STATE ELECTRIC & GAS
CORPORATION'S DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Effective May 1, 1998 (the "Effective Date"), New York State Electric & Gas
Corporation ("NYSEG") was reorganized into a holding company structure pursuant
to an Agreement and Plan of Share Exchange (the "Plan of Exchange"). The Plan of
Exchange was approved on April 29, 1998 by more than two-thirds of the
outstanding NYSEG Common Stock entitled to vote. As part of the reorganization,
all outstanding Common Stock of NYSEG was exchanged for Common Stock of Energy
East Corporation (the "Company") and NYSEG became a subsidiary of the Company.
In addition, the Company assumed responsibility for NYSEG's Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
In assuming responsibility for the Plan, the Company will continue to
provide the same rights and benefits provided by NYSEG. Except as set forth in
this Prospectus Supplement, references to "New York State Electric & Gas
Corporation" or "the Company" in the Prospectus for the Plan dated June 16, 1994
(the "Prospectus") relating to periods from and after the Effective Date should
now be read as referring to Energy East Corporation, and references to "Company
Common Stock" or "Additional Common Stock" in the Prospectus relating to periods
from and after the Effective Date should now be read as referring to Energy East
Corporation Common Stock, par value $.01 per share. Checks representing optional
cash payments should be made payable to "Energy East, Agent." There have been no
other material amendments to the Plan since the date of the Prospectus. The
agent for purchasing Common Stock under the Plan remains unchanged. Day-to-day
administration of the Plan will continue to be conducted on behalf of the
Company by Shareholder Services, which can be reached by mail at P.O. Box 3200,
Ithaca, NY 14852-3200 or by telephone at 1-800-225-5643.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
AVAILABLE INFORMATION
The Company and NYSEG are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC" or "Commission") in accordance with the Exchange Act. You
may read and copy any such reports, proxy statements and other information at
the SEC's public reference facilities in Washington, D.C., Chicago, Illinois,
and New York, New York. The SEC also maintains an Internet web site at
"http://www.sec.gov" that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The Company's Common Stock and certain series of Preferred Stock of
NYSEG are listed on the New York Stock Exchange (the "NYSE"). You may read and
copy any such reports, proxy statements and other information concerning the
Company and NYSEG at the office of the NYSE at 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is hereby incorporated by reference in this Prospectus Supplement the
following document heretofore filed with the Commission:
1. NYSEG's Annual Report on Form 10-K for the year ended December 31,
1997, filed pursuant to the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus Supplement and prior
to the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus Supplement.
The Company will provide to you without charge, upon written or oral
request, a copy of any documents that have been or may be incorporated in this
Prospectus Supplement by reference, other than certain exhibits to such
documents. Requests should be directed to Mr. D.W. Farley, Secretary, Energy
East Corporation, P.O. Box 3200, Ithaca, New York, 14852-3200, telephone number
(607) 347-2506.
2
<PAGE>
THE COMPANY
The Company was incorporated under the laws of the State of New York on
September 23, 1997. The mailing address of the principal executive office of the
Company is One Commerce Plaza, Suite 2006A-20th Floor, Albany, New York 12260,
and the telephone number is (518) 434-3014.
NYSEG, the Company's principal operating subsidiary, was organized under the
laws of the State of New York in 1852, and is engaged principally in the
business of generating, purchasing, transmitting and distributing electricity
and purchasing, transmitting and distributing natural gas. The service
territory, 99% of which is located outside the corporate limits of cities, is in
the central, eastern and western parts of the State of New York. The service
territory has an area of approximately 19,800 square miles and a population of
2,400,000. The larger cities in which NYSEG serves both electricity and natural
gas customers are Binghamton, Elmira, Auburn, Geneva, Ithaca and Lockport.
NYSEG's customer mix is sufficiently diversified so that no customer accounts
for 5% or more of either electric or natural gas revenues. For the twelve months
ended March 31, 1998, 85% of operating revenues was derived from electric
service and 15% from natural gas service. For this period, 88% of operating
income before federal income taxes was derived from electric service and the
balance from natural gas service.
APPLICATION OF PROCEEDS
Unless shares of Common Stock are purchased directly from the Company, the
Company will receive no proceeds from the offering of Common Stock through the
Plan. To the extent that any shares of Common Stock are purchased directly from
the Company, the Company intends to use the proceeds from the issuance of such
shares for general corporate purposes.
DESCRIPTION OF COMMON STOCK
The following statements with respect to the Common Stock, par value $.01
per share, and Preferred Stock, par value $.01 per share, of the Company are
summaries of certain provisions of the Company's Restated Certificate of
Incorporation ("Charter") setting forth the designations, preferences,
privileges and voting powers of such stock and the restrictions or
qualifications thereof. The statements herein contained are summaries and
reference is made to the Charter for the full provisions.
GENERAL. The Company's Charter provides that, to the extent permitted by
the Business Corporation Law of the State of New York and the Company's Charter,
the Board of Directors of the Company is authorized, at any time or from time to
time, to establish and designate one or more series of the Company's Preferred
Stock and to fix the number of shares and the relative rights, preferences and
limitations of each such series.
DIVIDENDS. Subject to any prior rights of the Company's Preferred Stock, if
any should become outstanding, dividends on the Company's Common Stock will be
paid if, when and as determined by the Board of Directors of the Company from
time to time out of funds legally available therefor.
VOTING RIGHTS. Holders of the Company's Common Stock are entitled to one
vote for each share held by them on all matters submitted to the stockholders of
the Company. The Company's Charter provides for the adoption of a plan of merger
or consolidation by the affirmative vote of stockholders entitled to cast a
majority of the votes entitled to be cast. Holders of the Company's Common Stock
do not have cumulative voting rights in the election of directors. The Company's
Charter and By-Laws require the affirmative vote of the stockholders entitled to
cast three-fourths of the votes entitled to be cast in order for stockholders to
alter, amend, repeal, or adopt any provision inconsistent with, certain
specified provisions of the Company's By-Laws. The Company's Board of Directors
is divided into three classes serving staggered three year terms.
3
<PAGE>
LIQUIDATION. In the event of any liquidation, dissolution or winding up of
the Company, either voluntary or involuntary, after payment or provision for
payment shall have been made of the amounts to which the holders of the
Company's Preferred Stock shall be entitled under the provisions of any series
of the Company's Preferred Stock established by the Board of Directors, the
holders of the Company's Common Stock will be entitled, to the exclusion of the
holders of the Company's Preferred Stock of any series, to share ratably,
according to the number of shares held by them, in all remaining assets of the
Company available for distribution.
PREEMPTIVE AND OTHER RIGHTS. The holders of the Company's capital stock are
not entitled to any preemptive rights to subscribe for or purchase any part of
any issue, sale or offering of any shares of the Company of any class or series,
now or hereafter authorized, or of any options, warrants or rights to subscribe
for or purchase any such shares, or of any securities convertible into,
exchangeable for, or carrying options, warrants or rights to subscribe for or
purchase, any such shares, regardless of whether such issue, sale or offering is
for cash, property, services or otherwise. The Company's Common Stock is not
subject to redemption or to any further calls or assessments and is not entitled
to the benefit of any sinking fund provisions. The shares of the Company's
Common Stock to be issued in connection with the Plan when issued will be fully
paid and non-assessable.
LISTING. The Company's Common Stock is listed on the New York Stock
Exchange.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for the
Company's Common Stock is ChaseMellon Shareholder Services, L.L.C., P.O. Box
590, Ridgefield Park, New Jersey 07660.
LEGAL OPINION
The validity of the Common Stock issued hereby will be passed upon for the
Company by Huber Lawrence & Abell, 605 Third Avenue, New York, New York 10158,
General Counsel for the Company.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of income, changes in common stock equity, and cash
flows for each of the three years in the period ended December 31, 1997, and the
related financial statement schedule of NYSEG incorporated in this Prospectus
Supplement by reference from NYSEG's Annual Report on Form 10-K are incorporated
herein by reference in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
Statements made herein and in the documents incorporated by reference in
this Prospectus Supplement as to matters of law and legal conclusions have been
reviewed by Huber Lawrence & Abell, General Counsel for the Company, and have
been made in reliance upon their authority as experts. As of March 31, 1998, a
member of the firm of Huber Lawrence & Abell who participated in the preparation
of this Prospectus Supplement owned 2,104 shares of NYSEG Common Stock.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that the undertakings set forth in paragraphs (i) and (ii) do
not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in this
Registration Statement;
(2) that, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 30th day of April, 1998.
<TABLE>
<S> <C> <C>
ENERGY EAST CORPORATION
By: WESLEY W. VON SCHACK*
-----------------------------------------
CHAIRMAN
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities indicated on the 30th day of
April, 1998.
SIGNATURE TITLE
- ------------------------------ --------------------------
Principal Executive, Financial
and
Accounting Officer:
WESLEY W. VON SCHACK*
- ------------------------------ Chairman and Director
Wesley W. Von Schack
Directors:
RICHARD AURELIO*
- ------------------------------ Director
Richard Aurelio
JAMES A. CARRIGG*
- ------------------------------ Director
James A. Carrigg
ALISON P. CASARETT*
- ------------------------------ Director
Alison P. Casarett
JOSEPH J. CASTIGLIA*
- ------------------------------ Director
Joseph J. Castiglia
LOIS B. DEFLEUR*
- ------------------------------ Director
Lois B. DeFleur
EVERETT A. GILMOUR*
- ------------------------------ Director
Everett A. Gilmour
PAUL L. GIOIA*
- ------------------------------ Director
Paul L. Gioia
II-2
<PAGE>
SIGNATURE TITLE
- ------------------------------ --------------------------
JOHN M. KEELER*
- ------------------------------ Director
John M. Keeler
BEN E. LYNCH*
- ------------------------------ Director
Ben E. Lynch
ALTON G. MARSHALL*
- ------------------------------ Director
Alton G. Marshall
WALTER G. RICH*
- ------------------------------ Director
Walter G. Rich
<TABLE>
<S> <C> <C>
/s/ T.G. BORKOWSKY
----------------------------------------
T.G. Borkowsky
*By: (T.G. Borkowsky, Attorney-in-fact)
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -------------
<C> <S>
4-1 Restated Certificate of Incorporation of the Registrant pursuant to Section 807 of the Business
Corporation Law of the State of New York filed in the Office of the Secretary of State of the State
of New York on April 23, 1998.
4-2 By-Laws of the Registrant as amended April 23, 1998.
5 Opinion of Huber Lawrence & Abell with respect to the legality of the securities registered
hereunder.
23-1 Consent of Coopers & Lybrand L.L.P.
23-2 Consent of Huber Lawrence & Abell. (Included in opinion filed as Exhibit No. 5).
24-1 Power of Attorney of Directors and Officers.
24-2 Power of Attorney of Registrant.
</TABLE>
II-4
<PAGE>
EXHIBIT 4-1
RESTATED CERTIFICATE OF INCORPORATION
OF
ENERGY EAST CORPORATION
UNDER SECTION 807 OF THE
BUSINESS CORPORATION LAW
The undersigned, being the Chairman and the Secretary, respectively, of
Energy East Corporation, a New York corporation, hereby certify:
FIRST. The name of the corporation is Energy East Corporation. The name
under which the corporation was originally incorporated was NGE Resources, Inc.
SECOND. The Certificate of Incorporation of the corporation was filed by
the Department of State on September 23, 1997.
THIRD. The Certificate of Incorporation, as heretofore amended, is amended
to effect one or more amendments authorized by the Business Corporation Law of
the State of New York, namely: Article 7 is amended to delete the provision
setting the minimum and maximum number of directors and to provide for the Board
of Directors to be classified into three classes. The text of the Certificate of
Incorporation is hereby restated as so amended to read in its entirety as
follows:
1. The name of the corporation is Energy East Corporation (the
"Corporation").
2. The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the
Business Corporation Law of the State of New York, provided that any act or
activity requiring the consent or approval of any state official,
department, board, agency or other body shall not be engaged in without such
consent or approval first being obtained.
3. The office of the Corporation in the State of New York is located in
the County of Albany.
4. (A) The aggregate number of shares of stock which the Corporation
shall have authority to issue is Two Hundred Ten Million (210,000,000)
consisting of:
(1) Two Hundred Million (200,000,000) shares of Common Stock, with a
par value of One Cent ($.01) per share; and
(2) Ten Million (10,000,000) shares of Preferred Stock, with a par
value of One Cent ($.01) per share.
(B) The designations, relative rights, preferences and limitations of
the shares of each class of stock are as follows:
(1) COMMON STOCK
Each share of Common Stock shall have one vote. Subject to any
voting rights which may vest in holders of Preferred Stock under the
provisions of any series of Preferred Stock established by the Board
of Directors pursuant to authority herein provided and except as
otherwise provided by law, the exclusive voting power for all
purposes shall be vested in the holders of Common Stock. Subject to
the rights of the holders of Preferred Stock under the provisions of
any series of Preferred Stock established by the Board of Directors
pursuant to authority herein provided, the holders of Common Stock
shall be entitled to receive such dividends, in cash, securities, or
property, as may from time to time be declared by the Board of
Directors. In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, after payment or
provision for payment shall have been made of the amounts to which
the holders of Preferred Stock shall be entitled under the provisions
of any series of Preferred Stock established by the Board of
Directors pursuant to
<PAGE>
authority herein provided, the holders of Common Stock shall be
entitled, to the exclusion of the holders of the Preferred Stock of
any series, to share ratably, according to the number of shares held
by them, in all remaining assets of the Corporation available for
distribution.
(2) PREFERRED STOCK
The Preferred Stock may be issued from time to time in one or
more series. Each share of Preferred Stock of any particular series
shall be identical in all respects with every other share of
Preferred Stock of the same series. The Board of Directors is
authorized, at any time or from time to time, to establish and
designate one or more series of Preferred Stock and to fix the number
of shares and the relative rights, preferences and limitations of
each such series, subject to such limitations as may be prescribed by
law and the provisions of this Article. The authority of the Board of
Directors with respect to each series of Preferred Stock shall
include, but not be limited to, determination of the following:
(a) The distinctive serial designation of the shares of the
series by number, letter, title or other means which shall
distinguish these shares from the shares of all other series;
(b) The number of shares included in the series, which number
(except where otherwise provided by the Board of Directors in
creating the series) may be increased (but not above the total
number of authorized shares of Preferred Stock) or decreased (but
not below the number of the outstanding shares of such series)
from time to time by the Board of Directors; provided that if the
number of shares is decreased, the shares constituting such
decrease shall be restored to the status of authorized but
unissued shares of Preferred Stock;
(c) The dividend rate for the shares of the series, which may
be expressed in terms of a formula or other method by which such
rate shall be calculated from time to time, and the dividend
periods, including the dates on which such dividends shall be
payable;
(d) Whether dividends on the shares of the series shall be
cumulative and, with respect to the shares of any series having
cumulative dividend rights, the date or dates or method of
determining the date or dates from which dividends on the shares
of the series shall be cumulative;
(e) The amount or amounts per share (plus all dividends
accrued and in arrears thereon) which shall be paid out of the
assets of the Corporation to the holders of the shares of the
series upon the voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation;
(f) The redemption price or prices, if any, for the series
and the procedure or procedures for redemption of shares of such
series;
(g) The obligation, if any, of the Corporation to acquire
shares of the series pursuant to a sinking fund and the terms and
conditions upon which the shares of the series shall be acquired
pursuant to such sinking fund;
(h) The period or periods within which and the terms and
conditions, if any, including the price or prices or the rate or
rates of conversion or exchange and terms and conditions of any
adjustments thereof, upon which the shares of the series shall be
convertible into, or exchangeable for, shares of any other class
or classes of stock or shares of any other series of any class or
any other securities or assets;
(i) The voting rights, if any, of the shares of the series in
addition to those provided by law; and
2
<PAGE>
(j) Any other relative rights, preferences, or limitations of
the shares of the series not inconsistent herewith or with
applicable law.
5. No holders of shares of the Corporation of any class or series, now
or hereafter authorized, shall have any preemptive rights to subscribe for
or purchase any part of any issue, sale or offering of any shares of the
Corporation of any class or series, now or hereafter authorized, or of any
options, warrants or rights to subscribe for or purchase any such shares, or
of any securities convertible into, exchangeable for, or carrying options,
warrants or rights to subscribe for or purchase, any such shares, regardless
of whether such issue, sale or offering is for cash, property, services or
otherwise.
6. To the fullest extent that New York law from time to time permits the
elimination or limitation of the personal liability of directors, no
director of the Corporation shall be personally liable to the Corporation or
its stockholders for damages for any breach of duty as a director. No
amendment or repeal of this Article 6 shall adversely affect any right of a
director of the Corporation or the protection of a director of the
Corporation from liability for acts or omissions that occur prior to the
time of such amendment or repeal.
7. The directors shall be divided, with respect to the terms for which
they severally hold office, into three classes, hereby designated Class I,
Class II and Class III. The three classes shall be as nearly equal in number
as possible. The initial terms of office of the Class I, Class II and Class
III directors shall expire at the next succeeding annual meeting of
stockholders, the second succeeding annual meeting of stockholders and the
third succeeding annual meeting of stockholders, respectively. At each
annual meeting of stockholders, the successors of the class of directors
whose term expires at that annual meeting shall be elected to hold office
for a term expiring at the annual meeting of stockholders to be held in the
third year following the year of their election. Any newly created
directorships or any decrease in directorships shall be so apportioned among
the classes as to make all classes as nearly equal in number as possible. If
the number of directors is increased by the Board and any newly created
directorships are filled by the Board, there shall be no classification of
the additional directors until the next annual meeting of stockholders.
8. Actions by the stockholders may be taken without a meeting on written
consent, setting forth the actions so taken, but only if such consent is
signed by the holders of all outstanding shares entitled to vote thereon.
9. By-Laws of the Corporation may be altered, amended, repealed or
adopted by the affirmative vote of the stockholders entitled to cast a
majority of the votes entitled to be cast, or by the affirmative vote of a
majority of the Board of Directors at any meeting duly held as provided in
the By-Laws of the Corporation; provided that any alteration, amendment or
repeal of, or the adoption of any provision inconsistent with, By-Laws 6, 7,
8, 10 or 43, if by action of the stockholders, shall be only upon the
affirmative vote of the stockholders entitled to cast three-fourths of the
votes entitled to be cast.
10. The affirmative vote of the stockholders entitled to cast a majority
of the votes entitled to be cast shall be required to adopt a plan of merger
or consolidation.
11. The Secretary of State of the State of New York is designated as the
agent of the Corporation upon whom any process in any action or proceeding
against it may be served. The post office address to which the Secretary of
State shall mail a copy of any such process served upon him is One Commerce
Plaza, Suite 2006A-20th Floor, Albany, New York 12260, Attention: Secretary.
FOURTH. The foregoing Restated Certificate of Incorporation was authorized
by the Board of Directors of the Corporation at a meeting of the Board of
Directors held on April 20, 1998, followed by the written consent of the sole
stockholder of the Corporation dated April 20, 1998.
3
<PAGE>
IN WITNESS WHEREOF, the undersigned have signed, and Daniel W. Farley has
verified, this Restated Certificate of Incorporation this 22nd day of April,
1998.
<TABLE>
<S> <C> <C>
/s/ WESLEY W. VON SCHACK
-----------------------------------------
Wesley W. von Schack
CHAIRMAN
/s/ DANIEL W. FARLEY
-----------------------------------------
Daniel W. Farley
SECRETARY
</TABLE>
STATE OF NEW YORK )
:ss.:
COUNTY OF BROOME )
I, Daniel W. Farley, being duly sworn, depose and state that I am the
Secretary of Energy East Corporation, the corporation named in and described in
the foregoing Restated Certificate of Incorporation and that I have read the
foregoing document and know the contents thereof to be true, except as to
matters therein stated to be alleged upon information and belief, and as to
those matters, I believe them to be true.
<TABLE>
<S> <C> <C>
/s/ DANIEL W. FARLEY
-----------------------------------------
</TABLE>
Sworn to before me this 22nd
day of April, 1998.
/s/ NANCY M. SANTUCCI
- ---------------------------------------------
NOTARY PUBLIC
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EXHIBIT 4-2
ENERGY EAST CORPORATION
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BY-LAWS
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STOCKHOLDERS' MEETINGS
1. All meetings of the stockholders shall be held at the principal office of
the Corporation, or at such other location as shall be stated in the notice of
the meeting, except when otherwise expressly provided by statute. All meetings
of stockholders shall be presided over by the Chairman or by the President or a
Vice President except when by statute the election of a presiding officer is
required.
2. The annual meeting of stockholders shall be held at such date and time as
shall be stated in the notice of the meeting, at which the stockholders entitled
to vote shall elect directors, and transact such other business as may properly
be brought before the meeting.
3. The holders of a majority of the votes of shares entitled to vote
thereat, without regard to class or series, 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 as otherwise expressly
provided by statute, by the Certificate of Incorporation or by these By-Laws.
If, however, the holders of a majority of such votes 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 votes 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 votes 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.
4. 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 such stockholder or by his duly authorized attorney; but no
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Except as otherwise provided by statute
or by the Certificate of Incorporation 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.
5. A list of stockholders as of the record date, certified by the corporate
officer responsible for its preparation or by a transfer agent, shall be
produced at any meeting of stockholders upon the request thereat or prior
thereto of any stockholder. If the right to vote at any meeting is challenged,
the inspectors of election, or person presiding thereat, shall require such list
of stockholders to be produced as evidence of the right of the persons
challenged to vote at such meeting, and all persons who appear from such list to
be stockholders entitled to vote thereat may vote at such meeting.
6. Except as may be otherwise provided in the Certificate of Incorporation,
only persons who are nominated in accordance with the following procedures shall
be eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this By-Law and on the record date for the determination
of stockholders entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in this By-Law.
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In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than sixty (60) days nor more than
ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs; and (b) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the close of
business on the tenth (10th) day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the person(s) named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this By-Law. If
the chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.
7. No business may be transacted at an annual meeting of stockholders, other
than business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this By-Law and
on the record date for the determination of stockholders entitled to vote at
such annual meeting and (ii) who complies with the notice procedures set forth
in this By-Law.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
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To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this By-Law. If the chairman of the annual meeting determines that
business was not properly brought before the annual meeting in accordance with
the foregoing procedures, the chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.
8. Special meetings of the stockholders for any purpose or purposes, unless
otherwise prescribed by statute or by the Certificate of Incorporation may be
called by the Chairman or by the President, and shall be called by the Chairman
or 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. No other person or persons may call or request special
meetings of the stockholders.
No business may be transacted at a special meeting of the stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Chairman, the
President or the Board of Directors or (b) otherwise properly brought before the
special meeting by or at the direction of the Board of Directors.
9. 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 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
10. The property and business of the Corporation shall be managed under the
direction of its Board of 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 hold office
until the expiration of the term for which he is elected, and thereafter until a
successor shall be elected and shall qualify.
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A majority of the entire Board of Directors, at any regular or special
meeting, may fix the number of directors and, in the case of an increase in such
number, shall thereupon elect the additional directors. No decrease in the
number of directors shall shorten the term of any incumbent director. Except as
otherwise provided by statute, at any meeting of the stockholders, the holders
of a majority of the votes of shares of common stock issued and outstanding,
voting separately as a class, may remove at any time, for cause only, any
director. Directors shall not be removed without cause by the stockholders,
except in the case of a director elected by the holders of any class or series
of stock (other than the common stock), now or hereafter authorized, voting
separately as a class or series, when so entitled by the provisions of the
Certificate of Incorporation applicable thereto.
No director who shall have attained the age of 70 shall stand for
re-election as a director.
MEETINGS OF THE BOARD
11. 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.
12. 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.
13. Special meetings of the Board may be called by the Chairman or by the
President or a Vice 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.
14. At all meetings of the Board one-third 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.
15. 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
16. 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. Nothing herein contained shall be construed
to preclude any director from receiving non-cash compensation for serving as a
director or from serving the Corporation in any other capacity and receiving
compensation therefor.
17. Members of the Executive Committee other than salaried officers or
employees of the Corporation or of any affiliated company, shall receive
compensation for their services on that 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 special or standing committees, including the Executive
Committee, shall be allowed such additional compensation and reimbursement for
expenses as may be fixed by the Board of Directors.
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EXECUTIVE COMMITTEE AND OTHER COMMITTEES
18. The Board of Directors may by vote of a majority of the whole Board
designate three or more of their number to constitute an Executive Committee to
hold office for such period as the Board shall determine. The Chairman and the
President shall each be a member of the Executive Committee. The Board of
Directors may likewise designate one or more alternate members who shall serve
on the Executive Committee in the absence or disqualification of any regular
member or members of such Committee. When a regular or alternate member of the
Executive Committee ceases to be a director he shall automatically cease to be
such regular or alternate member of the Executive Committee. Such Executive
Committee shall, between meetings of the Board, have all the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
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 Board 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; or the amendment or repeal of any resolution of the
Board which by its terms shall not be so amendable or repealable.
The Executive Committee shall cause to be kept regular minutes of its
proceedings, which may be transcribed in the regular minute book of the
Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting, and shall be subject to revision or
alteration by the Board, provided that no rights of third persons shall be
affected by such revision or alteration. A majority of the Executive Committee
shall constitute a quorum at any meeting. The act of a majority of the Executive
Committee present at any meeting at which there is a quorum shall be the act of
the Executive Committee. The Board of Directors may by vote of a majority
thereof fill any vacancies in the Executive Committee. The Executive Committee
may, from time to time, subject to the approval of the Board of Directors,
prescribe rules and regulations for the calling and conduct of meetings of the
Committee, and other matters relating to its procedure and the exercise of its
powers.
19. In addition to having the power to designate an Executive Committee, the
Board of Directors may by vote of a majority of the whole Board designate other
committees, whether special or standing, each to consist of three or more of
their number, to hold office for such period as the Board shall determine. With
respect to each such other committee, the Board of Directors may likewise
designate one or more alternate members who shall serve in the absence or
disqualification of any regular member or members of such other committee. When
a regular or alternate member of such other committee ceases to be a director he
shall automatically cease to be a regular or alternate member of such other
committee. Each such other committee shall have authority only to the extent
provided by the Board of Directors, except that no such other 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 Board 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; or 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 other committee shall
constitute a quorum at any meeting thereof. The act of a majority of each such
other committee present at any meeting thereof at which there is a quorum shall
be the act of such other committee. The Board of Directors may by vote of a
majority thereof fill any vacancies in each such other committee.
OFFICERS
20. The officers of the Corporation shall be chosen by the Board of
Directors. The officers shall be a Chairman, one or more Assistants to the
Chairman, 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.
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21. The Board of Directors, at its first meeting after the election of
directors by the stockholders, shall choose a Chairman and a President from
among their own number, and a Secretary, and may choose a Treasurer and a
Controller, and such Assistants to the Chairman, 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 Chairman or the President or by such other officers or executives as shall
be designated by the Chairman or 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 Chairman or the President or by such
other officers or executives as shall have been designated by the Chairman or
the President.
CHAIRMAN
25. The Chairman shall be the chief executive officer of the Corporation and
shall, when present, preside at all meetings of the Board of Directors and of
the stockholders, except as otherwise by law provided. 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 be a member of the Executive Committee and
of all standing committees except the Executive Compensation and Succession
Committee, the Audit Committee and the Nominating Committee. He shall also
generally have the powers and perform the duties which appertain to the office.
The Assistants to the Chairman shall assist the Chairman in the performance
of his duties and exercise and perform such other powers and duties as may be
conferred or required by the Board.
PRESIDENT
26. The President shall, when present in the absence of the Chairman,
preside at all meetings of the Board of Directors and of the stockholders,
except as otherwise by law provided. 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 be a member of the Executive Committee and of all standing
committees except the Executive Compensation and Succession Committee, the Audit
Committee and the Nominating Committee. 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.
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VICE PRESIDENT
27. 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 Chairman and 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 Chairman and 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 Chairman and the President, and
the Executive Vice Presidents and the Senior Vice Presidents.
The Assistant Vice Presidents shall assist the 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
28. 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 or by the Chairman, 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
29. (a) The Treasurer shall have the custody of the corporate funds and
securities 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 Chairman, 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
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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
30. 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.
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
31. 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,
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. If the office of any officer of the Corporation shall become vacant for
any reason, the Board, by a majority vote of those present at any meeting at
which a quorum is present, may choose a successor or successors who shall hold
office for the unexpired term in respect of which such vacancy occurred.
RESIGNATIONS
32. Any officer or any director of the Corporation may resign at any time,
such resignation to be made in writing and to take effect from the time of its
receipt by the Corporation, unless some time be fixed in the resignation, and
then from that time.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
33. 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
settlement 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.
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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' fees, 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
34. 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 Chairman or the President in person or by
proxy appointed by him on behalf of the Corporation.
CERTIFICATES OF STOCK
35. 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 Chairman, 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
Chairman, 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 actual
signatures, and such
9
<PAGE>
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
36. 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
37. 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 period.
REGISTERED STOCKHOLDERS
38. 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.
INSPECTION OF BOOKS
39. 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.
10
<PAGE>
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
40. 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 Chairman or 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 Chairman or 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.
NOTICES
41. 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.
INSPECTORS
42. Preceding each meeting of the stockholders, the Board of Directors shall
appoint two inspectors to act at such meeting or any adjournment or adjournments
thereof as inspectors. In the event that such inspectors shall not be so
appointed, or if any inspector shall refuse to serve, or neglect to attend the
meeting or his office become vacant, the person presiding at the meeting shall
appoint an inspector in his place. The inspectors appointed to act at any
meeting of the stockholders shall, before entering upon the discharge of their
duties, be sworn to faithfully execute the duties of inspector at such meeting
with strict impartiality, and according to the best of their ability, and the
oaths so taken shall be subscribed by them and delivered to the Secretary of the
meeting with a certificate of the result of the vote taken thereat.
AMENDMENTS
43. These By-Laws may be altered, amended or repealed, or new By-Laws may be
adopted, by the affirmative vote of the stockholders entitled to cast a majority
of the votes entitled to be cast, or by the affirmative vote of a majority of
the Board of Directors at any meeting duly held as provided above; provided that
any alteration, amendment or repeal of, or the adoption of any provision
inconsistent with, By-Laws 6, 7, 8, 10 or 43, if by action of the stockholders,
shall be only upon the affirmative vote of the stockholders entitled to cast
three-fourths of the votes entitled to be cast.
11
<PAGE>
EXHIBIT 5
April 30, 1998
Energy East Corporation
One Commerce Plaza
Suite 2006A--20th Floor
Albany, New York 12260
Dear Sirs:
In connection with the assumption by Energy East Corporation (the "Company")
of the Dividend Reinvestment and Stock Purchase Plan (the "Plan") of New York
State Electric & Gas Corporation, the Company is filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, a
Post-Effective Amendment No. 1 to the Registration Statement No. 033-54155 (the
"Post-Effective Amendment") with which this opinion is to be included as an
Exhibit.
As your counsel, we are generally familiar with the corporate proceedings of
the Company and are generally familiar with the Plan.
In our opinion, when the actions as hereinafter set forth shall have been
taken, the shares of Common Stock, par value $.01 per share, of the Company (the
"Stock") to be issued pursuant to the Plan, as amended, will have been duly
authorized, and, when sold, will be legally issued, fully paid and non-
assessable:
a. The Post-Effective Amendment shall have been filed with the
Securities and Exchange Commission and shall have become effective;
b. The Board of Directors of the Company shall have authorized the
issuance and sale of the Stock in accordance with the terms of the
Plan; and
c. The Stock shall have been appropriately issued and delivered to the
purchaser or purchasers thereof in accordance with the terms of the
Plan and the consideration therefor received by the Company.
We hereby consent to the filing of this opinion as an Exhibit to the
Post-Effective Amendment and to the making of the statements with reference to
our firm under the heading "Legal Opinion" in the related prospectus supplement.
Very truly yours,
/s/ HUBER LAWRENCE & ABELL
<PAGE>
EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No.
1 to the registration statement on Form S-3 (Registration No. 033-54155)
pertaining to the Energy East Corporation Dividend Reinvestment and Stock
Purchase Plan of our report dated January 30, 1998, on our audits of the
consolidated financial statements and financial statement schedule of New York
State Electric & Gas Corporation and Subsidiaries as of December 31, 1997 and
1996, and for each of the three years in the period ended December 31, 1997,
which report is included in the Annual Report on Form 10-K for 1997 of New York
State Electric & Gas Corporation. We also consent to the reference to our Firm
under the caption "Experts" in the related Prospectus Supplement pertaining to
the Dividend Reinvestment and Stock Purchase Plan.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
April 30, 1998
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ WESLEY W. VON SCHACK
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ RICHARD AURELIO
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ JAMES A. CARRIGG
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ ALISON P. CASARETT
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ JOSEPH J. CASTIGLIA
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ LOIS B. DEFLEUR
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ EVERETT A. GILMOUR
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ PAUL L. GIOIA
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ JOHN M. KEELER
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ BEN E. LYNCH
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ ALTON G. MARSHALL
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<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
/s/ WALTER G. RICH
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<PAGE>
EXHIBIT 24-2
ENERGY EAST CORPORATION
CERTIFIED RESOLUTION
RESOLVED, that the Corporation hereby constitutes and appoints W.W. von
Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire and each of them
(with full power to each of them to act alone) its true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for it and on its behalf and in its name, place and stead, to sign, execute and
file with the Securities and Exchange Commission, Washington, D.C. under the
provisions of the Securities Act of 1933, as amended, any and all post-effective
amendments to Registration Statements Nos. 333-27517, 333-16201, 33-54993 and
033-54155 of New York State Electric & Gas Corporation, and any and all other
documents requisite to be filed with respect thereto, with all exhibits and
other documents in connection therewith, granting unto said attorneys, and each
of them or their substitutes or substitute, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, in order to effectuate the same as fully to all intents and
purposes as the Corporation might or could do.
* * * * * * * * * * * * * * *
I, DANIEL W. FARLEY, Secretary of Energy East Corporation, a New York
corporation, do hereby certify that the foregoing is a true and correct copy of
a resolution duly adopted by the Board of Directors of said Corporation at a
meeting thereof duly called, convened and held on April 29, 1998 and that said
resolution is in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said Corporation this 29th day of April, 1998.
<TABLE>
<S> <C>
/s/ DANIEL W. FARLEY
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SECRETARY
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