Amendment No. 2 to Energy East Corporation Director Share Plan

Summary

This amendment updates the Energy East Corporation Director Share Plan, effective June 8, 2006. It specifies that starting July 1, 2006, and on each January 1, April 1, July 1, and October 1 thereafter, each eligible director will receive 625 Phantom Shares. The amendment is executed by Energy East Corporation and signed by its Vice President and Chief Administrative Officer.

EX-10.4 4 eke10-4_2005.htm ENERGY EAST AMENDMENT NO. 2 TO DIRECTOR SHARE PLAN Energy East Exhibit 10-4 2005 10-K Exhibit 10-4

AMENDMENT NO. 2
TO
THE ENERGY EAST CORPORATION
DIRECTOR SHARE PLAN

The Energy East Corporation Director Share Plan (the "Plan") is hereby amended effective, June 8, 2006, pursuant to Article IX thereof, as follows:

1. Section VI. Plan Grants is revised to read in its entirety as follows:

"Commencing July 1, 2006 and on each January 1, April 1, July 1, and October 1 thereafter, 625 Phantom Shares will be granted to each Director who is a Plan Participant as of that date."

IN WITNESS WHEREOF, the Energy East Corporation hereby executes this Amendment as of the 23rd day of February, 2006.

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