<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 1999
REGISTRATION NO. 33-54993
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
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>
P.O. Box 12904
Albany, New York 12212-2904
(Address of principal executive offices)
NEW YORK STATE ELECTRIC & GAS CORPORATION
EMPLOYEES' STOCK PURCHASE 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)
------------------------
This Post-Effective Amendment No. 2 to the Registration Statement
(Registration No. 33-54993) shall become effective upon filing in accordance
with Rule 464 under the Securities Act of 1933, as amended.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
This Post-Effective Amendment No. 2 is filed pursuant to Rule 416(b) under
the Securities Act of 1933, as amended, to increase the number of shares of our
Common Stock registered by this Registration Statement from 500,000 shares to
747,880 shares to reflect the two for one stock split of our Common Stock
outstanding at the close of business March 12, 1999, without any change in the
par value of our Common Stock. Pursuant to Rule 416(b), no registration fee is
required to increase the number of shares of our Common Stock registered under
this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Exhibit Index.
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 Post-Effective
Amendment No. 2 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 March, 1999.
<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. 2 to the Registration Statement has been signed
below by the following persons in the capacities indicated on the 30th day of
March, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- - ------------------------------ --------------------------
<S> <C>
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
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- - ------------------------------ --------------------------
<S> <C>
LOIS B. DEFLEUR*
- - ------------------------------ Director
Lois B. DeFleur
EVERETT A. GILMOUR*
- - ------------------------------ Director
Everett A. Gilmour
PAUL L. GIOIA*
- - ------------------------------ Director
Paul L. Gioia
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>
<TABLE>
<S> <C> <C>
*By: /s/ FRANK LEE
----------------------------------------
Frank Lee
(Frank Lee, Attorney-in-fact)
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- - -------------
<C> <S>
23-1 Consent of PricewaterhouseCoopers LLP.
24-1 Power of Attorney of Directors and Officers.
24-2 Power of Attorney of Registrant.
</TABLE>
II-3
<PAGE>
EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No.
2 to the registration statement on Form S-8 (Registration No. 33-54993)
pertaining to the New York State Electric & Gas Corporation Employees' Stock
Purchase Plan of our report dated January 29, 1999, on our audits of the
consolidated financial statements and financial statement schedule of Energy
East Corporation and Subsidiaries as of December 31, 1998 and 1997, and for each
of the three years in the period ended December 31, 1998, which report is
included in the Annual Report on Form 10-K for 1998 of Energy East Corporation.
We also consent to the reference to our firm under the caption "Experts" in the
related Prospectus pertaining to the Employees' Stock Purchase Plan.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 30, 1999
<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, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. 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. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, and any and all
other documents requisite to be filed with respect thereto, with all exhibits
and other documents in connection therewith, granting unto said attorneys, and
each of them or their substitutes or substitute, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, in order to effectuate the same as fully to all intents
and purposes as he or she might or could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 12th day of
February, 1999.
/s/ RICHARD AURELIO
-------------------------------
RICHARD AURELIO
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. and each of them (with full power to each of them to act alone) his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, to sign, execute and file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the Securities Act
of 1933, as amended, any and all post-effective amendments to Registration
Statements Nos. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, 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 3rd day of
February, 1999.
/s/ JAMES A. CARRIGG
-------------------------------
JAMES A. CARRIGG
<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, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. 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. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, and any and all
other documents requisite to be filed with respect thereto, with all exhibits
and other documents in connection therewith, granting unto said attorneys, and
each of them or their substitutes or substitute, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, in order to effectuate the same as fully to all intents
and purposes as he or she might or could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 23rd day of
February, 1999.
/s/ ALISON CASARETT
-------------------------------
ALISON CASARETT
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. and each of them (with full power to each of them to act alone) his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, to sign, execute and file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the Securities Act
of 1933, as amended, any and all post-effective amendments to Registration
Statements Nos. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, 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 3rd day of
February, 1999.
/s/ JOSEPH J. CASTIGLIA
-------------------------------
JOSEPH J. CASTIGLIA
<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, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. 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. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, and any and all
other documents requisite to be filed with respect thereto, with all exhibits
and other documents in connection therewith, granting unto said attorneys, and
each of them or their substitutes or substitute, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, in order to effectuate the same as fully to all intents
and purposes as he or she might or could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 8th day of
February, 1999.
/s/ LOIS B. DEFLEUR
-------------------------------
LOIS B. DEFLEUR
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. and each of them (with full power to each of them to act alone) his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, to sign, execute and file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the Securities Act
of 1933, as amended, any and all post-effective amendments to Registration
Statements Nos. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, 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 19th day of
February, 1999.
/s/ EVERETT A. GILMOUR
-------------------------------
EVERETT A. GILMOUR
<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, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. 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. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, and any and all
other documents requisite to be filed with respect thereto, with all exhibits
and other documents in connection therewith, granting unto said attorneys, and
each of them or their substitutes or substitute, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, in order to effectuate the same as fully to all intents
and purposes as he or she might or could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 5th day of
February, 1999.
/s/ PAUL L. GIOIA
-------------------------------
PAUL L. GIOIA
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. and each of them (with full power to each of them to act alone) his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, to sign, execute and file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the Securities Act
of 1933, as amended, any and all post-effective amendments to Registration
Statements Nos. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, 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 3rd day of
February, 1999.
/s/ JOHN M. KEELER
-------------------------------
JOHN M. KEELER
<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, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. 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. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, and any and all
other documents requisite to be filed with respect thereto, with all exhibits
and other documents in connection therewith, granting unto said attorneys, and
each of them or their substitutes or substitute, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, in order to effectuate the same as fully to all intents
and purposes as he or she might or could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 2nd day of
February, 1999.
/s/ BEN E. LYNCH
-------------------------------
BEN E. LYNCH
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. and each of them (with full power to each of them to act alone) his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, to sign, execute and file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the Securities Act
of 1933, as amended, any and all post-effective amendments to Registration
Statements Nos. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, 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 3rd day of
February, 1999.
/s/ ALTON G. MARSHALL
-------------------------------
ALTON G. MARSHALL
<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, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. 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. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, and any and all
other documents requisite to be filed with respect thereto, with all exhibits
and other documents in connection therewith, granting unto said attorneys, and
each of them or their substitutes or substitute, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, in order to effectuate the same as fully to all intents
and purposes as he or she might or could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 18th day of
February, 1999.
/s/ WALTER G. RICH
-------------------------------
WALTER G. RICH
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F.
Lee, Esq. and each of them (with full power to each of them to act alone) his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, to sign, execute and file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the Securities Act
of 1933, as amended, any and all post-effective amendments to Registration
Statements Nos. 333-16201, 033-54155 and 33-54993 of the Corporation in
connection with increasing the number of unissued shares remaining under such
registration statements as a result of the two for one stock split of the
Corporation's Common Stock ($.01 Par Value) outstanding at the close of business
March 12, 1999, without any change in the par value thereof, 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 11th day of
February, 1999.
/s/ WESLEY W. VON SCHACK
-------------------------------
WESLEY W. VON SCHACK
<PAGE>
EXHIBIT 24-2
ENERGY EAST CORPORATION
CERTIFIED RESOLUTION
RESOLVED, that the Corporation hereby constitutes and appoints W.W. von
Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley and F. Lee, 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 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. 333-16201, 033-54155 and 33-54993 of
the Corporation in connection with increasing the number of unissued shares
remaining under such registration statements as a result of the two for one
stock split of the Corporation's Common Stock ($.01 Par Value) outstanding at
the close of business March 12, 1999, without any change in the par value
thereof, 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 January 8, 1999 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 23rd day of February, 1999.
<TABLE>
<S> <C>
/s/ DANIEL W. FARLEY
------------------------------------------
DANIEL W. FARLEY
</TABLE>
