As filed with the Securities and Exchange Commission on December 17, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
ENERGY EAST CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEW YORK 14-1798693
- ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
P.O. BOX 12904
ALBANY, NEW YORK 12212-2904
-----------------------------------------
(Address of principal executive offices)
ENERGY EAST CORPORATION
RESTRICTED STOCK PLAN
(Full title of plan)
----------------------------------
DANIEL W. FARLEY
SECRETARY
ENERGY EAST CORPORATION
P.O. BOX 12904
ALBANY, NEW YORK 12212-2904
---------------------------------------
(Name and address of agent for service)
(518) 434-3049
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of Securities to be offering price aggregate registration
to be registered registered per share* offering price* fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 Par Value) ............. 1,000,000 Shs. $55.5937 $55,593,750 $15,456
======================================================================================================================
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
======================================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate
by reference" information into this Registration Statement, which means
that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this Registration
Statement, except for any information superseded by information in this
Registration Statement. This Registration Statement incorporates by
reference the documents set forth below that were previously filed with
the SEC. Such documents contain important information about the
Registrant, its subsidiaries, and their operations and financial
condition.
1. New York State Electric & Gas Corporation's Annual Report on
Form 10-K for the year ended December 31, 1997, filed pursuant to the
Exchange Act.
2. New York State Electric & Gas Corporation's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, filed pursuant to the
Exchange Act.
3. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1998 and September 30, 1998, filed pursuant to
the Exchange Act.
4. The Registrant's Current Report on Form 8-K dated May 1,
1998, filed pursuant to the Exchange Act.
We are also incorporating by reference additional documents that we may
file with the SEC between the date of this Registration Statement and the filing
of a post-effective amendment which indicates that all of the securities have
been sold or which deregisters all securities then remaining unsold.
ITEM 4. 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 Registrant
are summaries of certain provisions of the Registrant'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 Registrant's Charter provides that, to the extent
permitted by the Business Corporation Law of the State of New York ("BCL") and
the Registrant's Charter, the Board of Directors of the Registrant is
authorized, at any time or from time to time, to establish and designate one or
more series of the Registrant'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 Registrant's Preferred
Stock, if any should become outstanding, dividends on the Registrant's Common
Stock will be paid if, when and as determined by the Board of Directors of the
Registrant from time to time out of funds legally available therefor.
Voting Rights. Holders of the Registrant's Common Stock are entitled to
one vote for each share held by them on all matters submitted to the
stockholders of the Registrant. The Registrant's Charter provides for the
adoption of a plan of merger or consolidation by the affirmative vote of the
stockholders entitled to cast a majority of the votes entitled to be cast.
Holders of the Registrant's Common Stock do not have cumulative voting rights in
the election of directors. The Registrant'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
II-1
<PAGE>
alter, amend, repeal, or adopt any provision inconsistent with, certain
specified provisions of the Registrant's By-Laws. The Registrant's Board of
Directors is divided into three classes serving staggered three year terms.
Liquidation. In the event of any liquidation, dissolution or winding up
of the Registrant, either voluntary or involuntary, after payment or provision
for payment shall have been made of the amounts to which the holders of the
Registrant's Preferred Stock shall be entitled under the provisions of any
series of the Registrant's Preferred Stock established by the Board of
Directors, the holders of the Registrant's Common Stock will be entitled, to the
exclusion of the holders of the Registrant's Preferred Stock of any series, to
share ratably, according to the number of shares held by them, in all remaining
assets of the Registrant available for distribution.
Preemptive and Other Rights. The holders of the Registrant'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 Registrant 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 Registrant'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
Registrant's Common Stock to be issued in connection with the Plan when issued
will be fully paid and non-assessable.
Listing. The Registrant's Common Stock is listed on the New York Stock
Exchange.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Registrant's Common Stock is ChaseMellon Shareholder Services, L.L.C., P.O. Box
3315, South Hackensack, New Jersey 07606-1915.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The BCL provides that if a derivative action is brought against a
director or officer, the Registrant may indemnify him against amounts paid in
settlement and reasonable expenses, including attorney's fees, incurred by him
in connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he reasonably believed to be in
the best interests of the Registrant, except that no indemnification shall be
made without court approval in respect of a threatened action, or a pending
action settled or otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Registrant. In a
nonderivative action or threatened action, the BCL provides that the Registrant
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him in
defending such action if such director or officer acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
Registrant.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
II-2
<PAGE>
The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.
The By-Laws of the Registrant provide that to the extent not prohibited
by law, the Registrant shall indemnify each person made, or threatened to be
made, a party to any civil or criminal action or proceedings by reason of the
fact that he, or his testator or intestate, (i) is or was a director or officer
of the Registrant or (ii) is or was serving any other corporations of any type
or kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, in any capacity at the request of the
Registrant.
The By-Laws of the Registrant also provide, among other things, that:
(1) no indemnification shall be made to or on behalf of any
director or officer, if a judgment or other final
adjudication adverse to the director or officer 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;
(2) the rights to indemnification and advancement of defense
expenses granted by or pursuant to the By-Laws 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; and
(3) the Registrant 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 or officer of the
Registrant, or who is serving, or is about to serve, at the
request of the Registrant, 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.
The Registrant has insurance policies indemnifying its directors and
officers against certain obligations that may be incurred by them, subject to
certain retention and co-insurance provisions.
ITEM 8. LIST OF EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
A. Undertaking to Update Annually
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 Securities
Act;
II-3
<PAGE>
(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 Exchange Act that are incorporated by reference in this
Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities 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.
B. Incorporating Subsequent Exchange Act Documents by Reference
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange 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.
C. Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's By-Laws, the BCL or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
II-4
<PAGE>
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-5
<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-8 and has duly caused this 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 17th day of
December, 1998.
ENERGY EAST CORPORATION
BY W. W. VON SCHACK*
CHAIRMAN
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Principal Executive, Financial and
Accounting Officer:
W. W. von Schack* Chairman and Director December 17, 1998
Directors:
Richard Aurelio* Director
James A. Carrigg* Director
Alison P. Casarett* Director
Joseph J. Castiglia* Director
Lois B. DeFleur* Director
Everett A. Gilmour* Director
Paul L. Gioia* Director December 17, 1998
John M. Keeler* Director
Ben E. Lynch* Director
Alton G. Marshall* Director
Walter G. Rich* Director
*By: /s/ T.G. BORKOWSKY
--------------------------
(T.G. Borkowsky, attorney-in-fact)
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
23-1 Consent of PricewaterhouseCoopers LLP
24-1 Power of Attorney of Directors and Officers.
24-2 Power of Attorney of Registrant.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Energy East Corporation on Form S-8 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
pertaining to the Restricted Stock Plan.
PricewaterhouseCoopers LLP [sig]
- --------------------------
December 16, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ RICHARD AURELIO
---------------------------
Richard Aurelio
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, and any and all other documents requisite to be
filed with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ JAMES A. CARRIGG
---------------------------
James A. Carrigg
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ ALISON CASARETT
---------------------------
Alison Casarett
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, and any and all other documents requisite to be
filed with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 25th day of
November, 1998.
By /s/ JOSEPH J. CASTIGLIA
---------------------------
Joseph J. Castiglia
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ LOIS B. DEFLEUR
---------------------------
Lois B. DeFleur
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, and any and all other documents requisite to be
filed with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ EVERETT A. GILMOUR
---------------------------
Everett A. Gilmour
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ PAUL L. GIOIA
---------------------------
Paul L. Gioia
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, and any and all other documents requisite to be
filed with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ JOHN M. Keeler
---------------------------
John M. Keeler
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ BEN E. LYNCH
---------------------------
Ben E. Lynch
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, and any and all other documents requisite to be
filed with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ ALTON G. MARSHALL
---------------------------
Alton G. Marshall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ WALTER G. RICH
---------------------------
Walter G. Rich
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Energy East Corporation, a New York corporation, which is planning to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of not to exceed 1,000,000 shares of Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan, hereby
constitutes and appoints W.W. von Schack, K.M. Jasinski, Esq., S.J. Rafferty,
D.W. Farley and T.G. Borkowsky, Esq. and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and on his behalf and in his
name, place and stead, to sign, execute and file such Registration Statement,
any and all amendments thereto, and any and all other documents requisite to be
filed with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 13th day of
November, 1998.
By /s/ WESLEY W. VON SCHACK
---------------------------
Wesley W. von Schack
ENERGY EAST CORPORATION
Certified Resolution
RESOLVED, that the Corporation hereby constitutes and appoints W.W. von Schack,
K.M. Jasinski, Esq., S.J. Rafferty, D.W. Farley, and T.G. Borkowsky,
Esq., and each of them (with full power to each of them to act alone)
its true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for it and on its behalf and in its
name, place and stead, to sign, execute and file a Registration
Statement under the Securities Act of 1933, as amended, for the proposed
issuance of not to exceed 1,000,000 shares of the Corporation's Common
Stock ($.01 Par Value) through the Corporation's Restricted Stock Plan,
any and all amendments to such Registration Statement 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 November 13, 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 10th day of December 1998.
By /s/ DANIEL FARLEY
--------------------------------
Secretary
