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Exhibit 4.3
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ROCHESTER GAS AND ELECTRIC
CORPORATION
TO
BANKERS TRUST COMPANY,
Trustee
SUPPLEMENTAL INDENTURE
Dated as of ______________
SUPPLEMENTAL TO GENERAL MORTGAGE
Dated September 1, 1918
------------------
First Mortgage % Bonds, Due , Series
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SUPPLEMENTAL INDENTURE, dated as of , 200 between ROCHESTER GAS
AND ELECTRIC CORPORATION (its name having been duly changed from "Rochester
Railway and Light Company"), a corporation of the State of New York with offices
located at 89 East Avenue, Rochester, New York 14649 (hereinafter sometimes
called the "Company"), party of the first part, and BANKERS TRUST COMPANY, a
corporation of the State of New York with its principal corporate trust office
located at Four Albany Street, New York, New York 10006, as Trustee under the
Indenture dated September 1, 1918 between Rochester Railway and Light Company
and Bankers Trust Company (hereinafter sometimes called the "Trustee"), party of
the second part.
WHEREAS, the Company heretofore executed and delivered its General Mortgage
(hereinafter sometimes referred to as the "Original Indenture"), dated the 1st
day of September, 1918, to the Trustee to secure an issue of General Mortgage
Bonds of the Company issuable in series and limited in aggregate principal
amount as therein specified; and
WHEREAS, the Company heretofore executed and delivered forty indentures
amending and supplementing the Original Indenture, said forty indentures being
dated March 1, 1921, October 23, 1928, August 1, 1932, as of May 1, 1940, as of
March 1, 1949, as of August 15, 1950, as of June 1, 1952, as of March 1, 1955,
as of July 1, 1957, as of October 15, 1959, as of November 15, 1961, as of
September 15, 1964, as of May 1, 1966, as of September 15, 1967, as of July 1,
1968, as of August 15, 1969, as of September 1, 1970, as of August 1, 1974, as
of June 15, 1976, as of September 15, 1977, as of December 1, 1978, as of August
1, 1979, as of February 15, 1980, as of August 15, 1981, as of May 15, 1982, as
of June 15, 1982, as of March 1, 1983, as of June 15, 1984, as of May 15, 1985,
as of August 1, 1986, as of May 1, 1987, as of December 15, 1987, as of December
1, 1988, as of April 1, 1991, as of March 15, 1992, as of May 1, 1992, as of May
15, 1992, as of October 15, 1992, as of September 1, 1993, and as of March 15,
1999, respectively (the Original Indenture as so amended and supplemented being
hereinafter referred to as the "Mortgage"); and
WHEREAS, all mortgages formerly constituting prior liens upon properties
and franchises of the Company have been heretofore discharged (except to the
extent, if any, that under the agreement between the Company and the City of
Rochester, dated September 5, 1892, and agreements supplemental hereto, the City
may still have the right to purchase the subways owned by the Company upon the
terms and conditions therein stated), and the lien of the Mortgage now
constitutes a first mortgage lien upon all properties and franchises of the
Company which are subject to the lien thereof; and
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WHEREAS, there are now issued and outstanding under the Mortgage bonds in
the aggregate principal amount of $ as follows:
Designation Principal Amount
----------- ----------------
Series PP............................... 100,000,000
Series QQ............................... 100,000,000
Series RR............................... 10,500,000
Series SS............................... 50,000,000
Secured Medium-Term
Notes, Series A........................ 200,000,000
Secured Medium-Term
Notes, Series B........................ 150,000,000
and no bonds of any other series are issued or outstanding under the Mortgage;
and
WHEREAS, the Company desires to issue additional bonds under the Mortgage,
of a new series to be designated "First Mortgage % Bonds, due , Series "
(hereinafter sometimes called "bonds of Series "); and
WHEREAS, as is provided or permitted by the Mortgage, for the purpose of
better assuring and confirming unto the Trustee certain additional property
which has been acquired by the Company and is intended to be subject to the lien
of the Mortgage, the Company desires by this Supplemental Indenture expressly to
subject such property to the lien of the Mortgage as hereinafter more
particularly set forth; and
WHEREAS, all provisions of the Mortgage pertinent to the execution and
delivery of this Supplemental Indenture and to the taking of the action referred
to herein have been complied with and the Company, pursuant to due and
appropriate corporate action, duly had and taken before the execution and
delivery hereof, has duly authorized and directed the execution and delivery to
the Trustee of this Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture, in the form and terms hereof, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed
have been done, performed and fulfilled and the execution and delivery hereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that in
consideration of the premises and of the sum of One Dollar to the Company duly
paid by the Trustee at or before the sealing and delivery of these presents and
for other valuable considerations, the receipt whereof is hereby
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acknowledged, and in consideration of the purchase and acceptance of the bonds
of Series by the holders thereof, and in order to secure the payment of the
principal, interest and premium, if any, on all bonds at any time issued under
and secured by the Original Indenture, as from time to time amended and
supplemented, according to their tenor, purport and effect and to secure the
performance and observance of all the covenants and conditions in such bonds and
in the Original Indenture, as from time to time amended and supplemented,
contained, and for the purpose of better assuring and confirming unto the
Trustee the property mortgaged or intended to be mortgaged by the Original
Indenture, as from time to time amended and supplemented (other than property
disposed of in accordance with the provisions of the Original Indenture, as from
time to time amended and supplemented), the Company by these presents does
expressly confirm the conveyance and transfer to the Trustee of such property
and does grant, bargain, sell, convey and transfer, unto the Trustee, party of
the second part, its successors and assigns, forever, all and singular, the
following property:
CLAUSE FIRST
All the property described or referred to in the deeds set forth in
Schedule A hereto annexed and made a part hereof as fully as if set forth herein
at length.
CLAUSE SECOND
Any and all the rents, issues and profits, tolls and other income of said
property.
TO HAVE AND TO HOLD the properties, franchises, premises, rights,
appurtenances and privileges hereby conveyed or assigned, or intended to be
conveyed or assigned, unto the Trustee, its successors and assigns forever;
SUBJECT, HOWEVER, to excepted encumbrances as defined in Section 1.02 of
the Mortgage;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of all present and future holders of the bonds and coupons issued and
to be issued under and secured by the Original Indenture, as from time to time
amended and supplemented;
AND UPON THE TRUST, USES AND PURPOSES and subject to the terms, covenants,
agreements and conditions set forth in the Mortgage as amended and supplemented
by this Supplemental Indenture.
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ARTICLE I
BONDS OF SERIES
SECTION ONE. The bonds of Series shall be designated "First Mortgage
% Bonds, due , Series ." The bonds of Series may be executed on
behalf of the Company by its President or any Vice President by his manual or
facsimile signature under its corporate seal, which may be in the form of a
facsimile seal of the Company and may be impressed, affixed, imprinted or
otherwise reproduced on the bonds of Series , attested by its Secretary or an
Assistant Secretary by his manual or facsimile signature, and shall be delivered
to the Trustee for authentication by it, and thereupon, as provided in the
Mortgage as hereby supplemented and not otherwise, the Trustee shall
authenticate the bonds of Series and shall deliver the same to the Company
upon its written order. The bonds of Series shall be fully registered bonds
without coupons and shall be dated as provided in Section 2.07 of the Mortgage.
All bonds of Series shall be payable on , in such coin or currency
of the United States of America as at the time is legal tender for the payment
of public and private debts, and shall bear interest, payable in like coin or
currency, at the rate of percent ( %) per annum, semi-annually on
and of each year, until maturity, according to the terms of the bonds
or on prior redemption or by declaration or otherwise, and, after the date of
such maturity, at the same rate of interest borne prior to maturity by the
principal of the bonds of Series from such date of maturity until they shall
be paid or payment thereof shall have been duly provided for, and (to the extent
that payment of such interest is enforceable under applicable law) interest on
any overdue installment of interest at the same rate of interest borne by the
principal of the bonds of Series . The persons in whose names bonds of Series
are registered at the close of business on any record date (as hereinafter
defined) with respect to any interest payment date shall be entitled to receive
the interest payable on such interest payment date (except that in case of any
redemption of bonds of Series as provided for herein on a date subsequent to
the record date and prior to such interest payment date, interest on such
redeemed bonds shall be payable only to the date fixed for redemption thereof
and only against surrender of such bonds for redemption in accordance with the
notice of such redemption) notwithstanding the cancellation of any bond of
Series upon any registration of transfer or exchange subsequent to the record
date and prior to such interest payment date; provided, however, that if, and to
the extent, the Company shall default in the payment of the interest due on any
interest payment date, such defaulted interest shall be paid to the persons in
whose names outstanding bonds of Series are registered on the day immediately
preceding the date of payment of such defaulted interest or, at the election of
the Company, on a subsequent record date established by notice given by mail by
or on behalf of the Company to the holders of bonds of Series not less than
fifteen days preceding such subsequent record date. The term "record date"
shall mean, with respect to any regular semi-annual interest payment date, the
close of business on the day of the calendar month next preceding such
interest payment date or, in the
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case of defaulted interest, the close of business on any subsequent record date
established as provided above.
Principal of and interest on the bonds of Series shall be payable at the
office or agency of the Company in the Borough of Manhattan, The City of New
York. All bonds of Series shall be redeemable at the option of the Company,
on any date prior to maturity, as a whole or from time to time in part, upon
notice given by mailing the same to each registered holder directed to his
registered address not less than thirty nor more than sixty days before the
redemption date, at the following regular redemption prices (expressed in
percentages of the principal amount), together with accrued interest to the date
of redemption; provided, however, that prior to , no bonds of Series
may be redeemed under this paragraph, directly or indirectly, from the proceeds
of or in anticipation of any refunding operation involving the incurring of debt
which has an interest rate or cost to the Company, computed in accordance with
generally accepted financial practice, of less than the interest rate borne by
the bonds of Series :
If Redeemed If Redeemed
During During
12 Month Regular 12 Month Regular
Period Beginning Redemption Period Beginning Redemption
, Price , Price
------------------ ---------- ----------------- ----------
2001.............. % 2016............. %
2002.............. 2017.............
2003.............. 2018.............
2004.............. 2019.............
2005.............. 2020.............
2006.............. 2021.............
2007.............. 2022.............
2008.............. 2023.............
2009.............. 2024.............
2010.............. 2025.............
2011.............. 2026.............
2012.............. 2027.............
2013.............. 2028.............
2014.............. 2029.............
2015.............. 2030.............
The bonds of Series shall also be redeemable on any date prior to
maturity, on the conditions hereinafter referred to, on like mailing of notice
of such redemption, at 100% of the principal amount thereof, together with
accrued interest to the date of redemption (sometimes hereinafter referred to as
the special redemption price).
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Redemption as a whole, but not in part only, at said special redemption
price may be effected as provided in Section 5.08 of the Mortgage. Redemption
as a whole or from time to time in part at said special redemption price may
also be effected out of cash deposited pursuant to Sections 4.06 and 4.19 of the
Mortgage, the accrued interest in case of any such redemption to be provided for
by the Company pursuant to the provisions of Section 5.07 of the Mortgage. Any
notice of redemption of bonds of Series out of cash deposited pursuant to said
Sections 4.06 and 4.19 shall state that the redemption is to be effected out of
cash deposited pursuant to said Section 4.06 or said Section 4.19, as the case
may be.
Bonds of Series shall be issuable in the denominations of $1,000 and any
multiple of $1,000. The bonds of Series may be exchanged (without payment of
any service charge, but the Company may require the payment of a sum sufficient
to cover any tax or taxes or other governmental charges required to be paid by
it) at the option of the holders thereof, in like aggregate principal amounts
for bonds of Series of other authorized denominations.
The Company shall not be required to make exchanges or registrations of
transfer of bonds of Series for a period of ten days next preceding the
mailing of notice of redemption of bonds of Series , and the Company shall not
be required to exchange or register the transfer of any bond of Series
selected, called or being called for redemption or, in the case of a bond of
Series to be redeemed in part, that portion so to be redeemed.
The bonds of Series will be issued as definitive bonds which, at the
option of the Company, may be fully engraved or may be printed or lithographed.
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SECTION TWO. The bonds of Series shall be substantially in the following
form:
[FORM OF FACE OF BOND OF SERIES]
ROCHESTER GAS AND ELECTRIC CORPORATION
$............................. No. ..............................
FIRST MORTGAGE % BOND, DUE , SERIES
DUE ,
ROCHESTER GAS AND ELECTRIC CORPORATION, a corporation organized and
existing under the laws of the State of New York (hereinafter called the
Company), for value received, hereby promises to pay to
or registered assigns on , at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
Dollars in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts, and to
pay interest thereon, semi-annually on and of each year,
at the rate of percent ( %) per annum, at said office or agency, in like
coin or currency from the or the , as the case may be,
next preceding the date hereof to which interest has been paid, unless the date
hereof is a date to which interest has been paid, in which case from the date
hereof, or unless the date hereof is prior to , in which case from
, until this bond shall mature according to its terms or on prior redemption or
by declaration or otherwise, and, after the date of such maturity, at the same
rate of interest borne prior to maturity by the principal hereof from such date
of maturity until this bond shall be paid or payment hereof shall have been duly
provided for, and (to the extent that payment of such interest is enforceable
under applicable law) to pay interest on any overdue installment of interest at
the same rate of interest borne by the principal hereof. The interest so
payable on any or will, subject to certain exceptions
provided in the Mortgage referred to on the reverse hereof, be paid to the
person in whose name this bond (or the bond or bonds in exchange or substitution
for which this bond was issued) was registered at the close of business on the
day of the calendar month next preceding such or .
The provisions of this bond are continued on the reverse hereof and such
continued provisions shall for all purposes have the same effect as though fully
set forth at this place.
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This bond shall not become valid or obligatory for any purpose until
Bankers Trust Company, or its successor as Trustee under the Mortgage, shall
have signed the certificate of authentication hereon.
IN WITNESS WHEREOF, ROCHESTER GAS AND ELECTRIC CORPORATION has caused this
bond to be signed in its name by its President or one of its Vice Presidents by
his signature or a facsimile thereof and its corporate seal, or a facsimile
thereof, to be affixed hereto and attested by its Secretary or one of its
Assistant Secretaries by his signature or a facsimile thereof.
Dated: ROCHESTER GAS AND ELECTRIC CORPORATION
By ...........................................................
Senior Vice President
[CORPORATE SEAL]
Attest:
................................
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This bond is one of the issue of bonds, of the series designated therein,
described in the indenture referred to on the reverse hereof.
BANKERS TRUST COMPANY,
Trustee,
By ............................................................
Authorized Officer
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[FORM OF REVERSE OF BOND OF SERIES ]
This bond is one of an issue of bonds of the Company, issuable in series,
and is one of a series known as its First Mortgage % Bonds, due ,
Series , all bonds of all series issued and to be issued under and secured by
an Indenture of Mortgage dated September 1, 1918, as amended and/or supplemented
by forty-one Supplemental Indentures, all executed by the Company to Bankers
Trust Company, a corporation of the State of New York, as Trustee, and together
herein called the Mortgage, to which Indenture of Mortgage and all indentures
and conveyances supplemental thereto reference is made for a complete
description of the property mortgaged, the nature and extent of the security,
the rights of the holders of the bonds and of the Company in respect thereof,
the rights, duties and immunities of the Trustee, and the terms and conditions
upon which the bonds are, and are to be, secured.
The Mortgage contains provisions permitting, under certain conditions, the
holders of not less than seventy-five per cent (75%) in aggregate principal
amount of all the bonds (or, if only certain series are affected, of such
series, together with the consent of the holders of at least a majority in
aggregate principal amount of all the bonds) at the time outstanding to waive
any past default under the Mortgage and its consequences except an event of
default (i) in respect of the payment of the principal of or interest on any
bond, (ii) arising from the creation (not including in such term existing liens
on property acquired after March 1, 1949) of any lien ranking prior to or equal
with the lien of the Mortgage on any of the mortgaged property or (iii) in
respect of the waiver of which specific provision is otherwise made in the
Mortgage. The Mortgage also contains a provision that under certain
circumstances if, after the principal of all bonds then outstanding under the
Mortgage shall have been declared due and payable, as provided in the Mortgage,
all defaults under the Mortgage shall have been remedied, then the holders of a
majority in principal amount of the bonds then secured by and outstanding under
the Mortgage, by written notice to the Company and to the Trustee, may waive and
rescind such default and its consequences. The Mortgage also contains
provisions permitting the Company and Trustee, with the consent of the holders
of not less than seventy-five per cent (75%) in aggregate principal amount of
all the bonds (or, if only certain series are affected, of such series, together
with the consent of the holders of at least a majority in aggregate principal
amount of all the bonds) at the time outstanding, to enter into supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Mortgage or of any supplemental indenture or modifying
in any manner the rights of the holders of the bonds; provided, however, that no
such supplemental indenture shall (a) extend the fixed maturity of any bonds, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof, or limit the right of a bondholder to institute suit
for the enforcement of payment of principal or interest, without the consent of
the holder of each bond so affected, or (b) reduce the percentage of
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bonds, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all bonds, or (c) permit the
creation of any mortgage or pledge or lien in the nature thereof ranking prior
to or equal with the lien of the Mortgage, without the consent of the holders of
all bonds. Any such waiver or consent by the holder of this bond (unless
effectively revoked as provided in the Mortgage) shall be conclusive and binding
upon such holder and upon all future holders of this bond (and any bond issued
in lieu hereof or exchange herefor), irrespective of whether or not any notation
of such waiver or consent is made upon this bond.
The bonds of Series are issuable in fully registered form, in
denominations of $1,000 and any multiple of $1,000. This bond is transferable
in the manner and subject to the limitations prescribed in the Mortgage by the
registered holder hereof in person, or by his duly authorized attorney, and this
bond may be exchanged for a like aggregate principal amount of bonds of the same
series of other authorized denominations, at the principal corporate trust
office of the Trustee in said Borough of Manhattan, upon surrender and
cancellation of this bond, without payment of any service charge, but the
Company may require the payment of a sum sufficient to cover any related tax or
taxes or other governmental charges required to be paid by it. The Company, the
Trustee, any paying agent and any bond registrar may deem and treat the person
in whose name this bond is registered as the absolute owner hereof for the
purpose of receiving payment and for all other purposes and neither the Company
nor the Trustee nor any paying agent nor any bond registrar shall be affected by
any notice to the contrary.
The bonds of Series may be redeemed at the option of the Company, on any
date prior to maturity, as a whole or from time to time in part, upon mailing of
notice as provided in the Mortgage, at the following regular redemption prices
(expressed in percentages of the principal amount) and in certain special
circumstances at the special redemption price of 100% of the principal amount
thereof, together, in each case, with accrued interest to the date of
redemption; provided, however, that prior to , except under such
certain special circumstances, no bonds of Series may be redeemed, directly or
indirectly, from the proceeds of or in anticipation of any refunding operation
involving the incurring of debt which has an interest rate or cost to the
Company, computed in accordance with generally accepted financial practice, of
less than the interest rate borne by the bonds of Series :
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If Redeemed If Redeemed
During During
12 Month Regular 12 Month Regular
Period Beginning Redemption Period Beginning Redemption
, Price , Price
------------------ ---------- ----------------- ----------
2001.............. % 2016............. %
2002.............. 2017.............
2003.............. 2018.............
2004.............. 2019.............
2005.............. 2020.............
2006.............. 2021.............
2007.............. 2022.............
2008.............. 2023.............
2009.............. 2024.............
2010.............. 2025.............
2011.............. 2026.............
2012.............. 2027.............
2013.............. 2028.............
2014.............. 2029.............
2015.............. 2030.............
It is provided in the Mortgage that any notice of redemption of bonds may
state that it is subject to the receipt of the redemption moneys by the Trustee
before the date fixed for redemption and shall be of no effect unless such
moneys are so received before such date.
The Mortgage provides that if the Company shall deposit with Bankers Trust
Company or its successor as Trustee in trust for the purpose funds sufficient to
pay the principal of all of the bonds of any series, or such of the bonds of any
series as have been or are to be called for redemption (including any portions,
constituting $1,000 or a multiple thereof, of fully registered bonds), and
premium, if any, thereon, and all interest payable on such bonds (or portions)
to the date on which they become due and payable at maturity or upon redemption,
and complies with the other provisions of the Mortgage in respect thereof, then
from the date of such deposit such bonds (or portions) shall no longer be
secured by the lien of the Mortgage.
The Mortgage provides that, upon any partial redemption of a fully
registered bond, upon surrender thereof endorsed for transfer, new bonds of the
same series and of authorized denominations in principal amount equal to the
unredeemed portion of such fully registered bond will be delivered without
charge in exchange therefor.
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The principal hereof may be declared or may become due prior to the express
date of the maturity hereof on the conditions, in the manner and at the time set
forth in the Mortgage, upon the occurrence of an event of default as in the
Mortgage provided.
[END OF REVERSE SIDE OF BOND OF SERIES ]
ARTICLE II
Sundry Provisions
SECTION ONE. The Trustee hereby accepts the trust herein declared and
provided, and agrees to perform the same upon the terms and conditions set forth
in the Mortgage, as hereby amended and supplemented.
SECTION TWO. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture,
or the due execution hereof by the Company, or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely. Nor
shall the Trustee, subject to the provisions of Sections 10.01 and 10.02 of the
Mortgage, be answerable or accountable for anything whatsoever in connection
with this Supplemental Indenture, except its own misconduct or negligence.
SECTION THREE. In compliance with Section 13 of the Lien Law of the State
of New York, the Company hereby agrees that it will receive the advances secured
by the Mortgage, as amended and supplemented hereby, and will hold the right to
receive such advances as a trust fund to be applied first for the purpose of
paying the cost of the improvement, if any, as required by said Lien Law, and
that it will apply the same first to the payment of the cost of the improvement,
if any, before using any part of the total of the same for any other purpose.
SECTION FOUR. This Supplemental Indenture may be executed in several
counterparts, each of which when so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, Rochester Gas Electric Corporation has caused this
Supplemental Indenture to be signed in its name and behalf by its President or
one of its Vice Presidents and its corporate seal to be hereunto affixed, duly
attested by its Secretary or one of its Assistant Secretaries, and Bankers Trust
Company, to evidence its acceptance of the trusts hereby created, has caused
this Supplemental Indenture to be signed in its name and behalf by one of its
Vice Presidents or Assistant Vice Presidents and its corporate seal to be
hereunto affixed, duly attested by one of its Associates, as of the day and year
first above written, this day of , 200 .
ROCHESTER GAS AND ELECTRIC CORPORATION
By .............................................................
Senior Vice President
[CORPORATE SEAL]
Attest:
..............................
Secretary
BANKERS TRUST COMPANY,
Trustee,
By .............................................................
Authorized Officer
[CORPORATE SEAL]
Attest:
..................................
Associate
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STATE OF NEW YORK )
) ss.:
COUNTY OF MONROE )
On the day of , in the year 200 , before me personally
came , to me known, who, being by
me duly sworn, did depose and say that he resides at
; that he is a Senior Vice President of Rochester Gas and Electric Corporation,
one of the corporations described in and which executed the above instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name thereto by like
order.
[Notarial Seal]
.........................................................
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of , in the year 200 , before me personally
came , to me known, who, being by
me duly sworn, did depose and say that she resides at
; that she is a Vice President of Bankers Trust Company, one of the corporations
described in and which executed the above instrument; that she knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that she signed her name thereto by like order.
[Notarial Seal]
.........................................................
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SCHEDULE A
TO SUPPLEMENTAL INDENTURE
Dated as ,
Between Rochester Gas and Electric Corporation and
Bankers Trust Company, Trustee
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