Amendment No. 1 to the Energy East Corporation Director Share Plan

Summary

This amendment, effective January 1, 2005, modifies the Energy East Corporation Director Share Plan. It allows participants to defer cash payments they are entitled to receive under the plan by making an election under the Deferred Compensation Plan - Director Share Plan. The amendment was executed by Energy East Corporation on December 8, 2005.

EX-10.3 3 eke10-3_2005.htm ENERGY EAST AMENDMENT NO. 1 TO DIRECTOR SHARE PLAN Energy East Exhibit 10-3 2005 10-K Exhibit 10-3

AMENDMENT NO. 1
TO
THE ENERGY EAST CORPORATION
DIRECTOR SHARE PLAN

The Energy East Corporation Director Share Plan (the "Plan") is hereby amended effective January 1, 2005, pursuant to Article IX thereof, as follows:

1. Section VII. B. Timing is revised to replace the second sentence with the following:

"Subject to the terms of such plan, a Participant may elect to defer the cash payments they will be entitled to receive under this Plan by making an election under the Deferred Compensation Plan - Director Share Plan."

IN WITNESS WHEREOF, The Energy East Corporation hereby executes this Amendment as of the 8th day of December 2005.

	ENERGY EAST CORPORATION
/s/Michelle Taylor Witness	By: /s/Richard R. Benson Richard R. Benson Vice President and Chief Administrative Officer