EAS

RESTATED CERTIFICATE OF INCORPORATION
OF
ENERGY EAST CORPORATION


UNDER SECTION 807 OF THE

BUSINESS CORPORATION LAW


The undersigned, being the Chairman and the Secretary, respectively, of
Energy East Corporation, a New York corporation, hereby certify:



FIRST. The name under which the corporation was originally incorporated was
NGE Resources, Inc.


SECOND. The Certificate of Incorporation of the corporation was filed by
the Department of State on September 23, 1997.


THIRD. The Certificate of Incorporation, as heretofore amended, is amended
to effect one or more amendments authorized by the Business Corporation Law of
the State of New York, namely: Article 7 is amended to delete the provision
setting the minimum and maximum number of directors and to provide for the Board
of Directors to be classified into three classes. The text of the Certificate of
Incorporation is hereby restated as so amended to read in its entirety as
follows:



1. The name of the corporation is Energy East Corporation (the
"Corporation").


2. The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the
Business Corporation Law of the State of New York, provided that any act or
activity requiring the consent or approval of any state official, department,
board, agency or other body shall not be engaged in without such consent or
approval first being obtained.

3. The office of the Corporation in the State of New York is located in the
County of Albany.

4. (A) The aggregate number of shares of stock which the Corporation shall
have authority to issue is One Hundred Sixty Million (160,000,000) consisting
of:


(1) One Hundred Fifty Million (150,000,000) shares of Common Stock, with
a par value of One Cent ($.01) per share; and



(2) Ten Million (10,000,000) shares of Preferred Stock, with a par value
of One Cent ($.01) per share.


(B) The designations, relative rights, preferences and limitations of the
shares of each class of stock are as follows:

(1) COMMON STOCK

Each share of Common Stock shall have one vote. Subject to any voting rights
which may vest in holders of Preferred Stock under the provisions of any series
of Preferred Stock established by the Board of Directors pursuant to authority
herein provided and except as otherwise provided by law, the exclusive voting
power for all purposes shall be vested in the holders of Common Stock. Subject
to the rights of the holders of Preferred Stock under the provisions of any
series of Preferred Stock established by the Board of Directors pursuant to
authority herein provided, the holders of Common Stock shall be entitled to
receive such dividends, in cash, securities, or property, as may from time to
time be declared by the Board of Directors. In the event of any liquidation,
dissolution or winding up of the Corporation, either voluntary or involuntary,
after payment or provision for payment shall have been made of the amounts to
which the holders of Preferred Stock shall be entitled under the provisions of
any series of Preferred Stock established by the Board of Directors pursuant to
authority herein provided, the holders of Common Stock

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shall be entitled, to the exclusion of the holders of the Preferred Stock of any
series, to share ratably, according to the number of shares held by them, in all
remaining assets of the Corporation available for distribution.

(2) PREFERRED STOCK

The Preferred Stock may be issued from time to time in one or more series.
Each share of Preferred Stock of any particular series shall be identical in all
respects with every other share of Preferred Stock of the same series. The Board
of Directors is authorized, at any time or from time to time, to establish and
designate one or more series of Preferred Stock and to fix the number of shares
and the relative rights, preferences and limitations of each such series,
subject to such limitations as may be prescribed by law and the provisions of
this Article. The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determination of
the following:

(a) The distinctive serial designation of the shares of the series by
number, letter, title or other means which shall distinguish these shares
from the shares of all other series;

(b) The number of shares included in the series, which number (except
where otherwise provided by the Board of Directors in creating the series)
may be increased (but not above the total number of authorized shares of
Preferred Stock) or decreased (but not below the number of the outstanding
shares of such series) from time to time by the Board of Directors; provided
that if the number of shares is decreased, the shares constituting such
decrease shall be restored to the status of authorized but unissued shares
of Preferred Stock;

(c) The dividend rate for the shares of the series, which may be
expressed in terms of a formula or other method by which such rate shall be
calculated from time to time, and the dividend periods, including the dates
on which such dividends shall be payable;

(d) Whether dividends on the shares of the series shall be cumulative
and, with respect to the shares of any series having cumulative dividend
rights, the date or dates or method of determining the date or dates from
which dividends on the shares of the series shall be cumulative;

(e) The amount or amounts per share (plus all dividends accrued and in
arrears thereon) which shall be paid out of the assets of the Corporation to
the holders of the shares of the series upon the voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation;

(f) The redemption price or prices, if any, for the series and the
procedure or procedures for redemption of shares of such series;

(g) The obligation, if any, of the Corporation to acquire shares of the
series pursuant to a sinking fund and the terms and conditions upon which
the shares of the series shall be acquired pursuant to such sinking fund;

(h) The period or periods within which and the terms and conditions, if
any, including the price or prices or the rate or rates of conversion or
exchange and terms and conditions of any adjustments thereof, upon which the
shares of the series shall be convertible into, or exchangeable for, shares
of any other class or classes of stock or shares of any other series of any
class or any other securities or assets;

(i) The voting rights, if any, of the shares of the series in addition
to those provided by law; and

(j) Any other relative rights, preferences, or limitations of the shares
of the series not inconsistent herewith or with applicable law.

5. No holders of shares of the Corporation of any class or series, now or
hereafter authorized, shall have any preemptive rights to subscribe for or
purchase any part of any issue, sale or offering of any shares of the
Corporation 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.

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6. To the fullest extent that New York law from time to time permits the
elimination or limitation of the personal liability of directors, no director of
the Corporation shall be personally liable to the Corporation or its
stockholders for damages for any breach of duty as a director. No amendment or
repeal of this Article 6 shall adversely affect any right of a director of the
Corporation or the protection of a director of the Corporation from liability
for acts or omissions that occur prior to the time of such amendment or repeal.

7. The directors shall be divided, with respect to the terms for which they
severally hold office, into three classes, hereby designated Class I, Class II
and Class III. The three classes shall be as nearly equal in number as possible.
The initial terms of office of the Class I, Class II and Class III directors
shall expire at the next succeeding annual meeting of stockholders, the second
succeeding annual meeting of stockholders and the third succeeding annual
meeting of stockholders, respectively. At each annual meeting of stockholders,
the successors of the class of directors whose term expires at that annual
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders to be held in the third year following the year of their
election. Any newly created directorships or any decrease in directorships shall
be so apportioned among the classes as to make all classes as nearly equal in
number as possible. If the number of directors is increased by the Board and any
newly created directorships are filled by the Board, there shall be no
classification of the additional directors until the next annual meeting of
stockholders.


8. Actions by the stockholders may be taken without a meeting on written
consent, setting forth the action so taken, but only if such consent is signed
by the holders of all outstanding shares entitled to vote thereon.



9. By-Laws of the Corporation may be altered, amended, repealed or adopted
by the affirmative vote of the stockholders entitled to cast a majority of the
votes entitled to be cast, or by the affirmative vote of a majority of the Board
of Directors at any meeting duly held as provided in the By-Laws of the
Corporation; provided that any alteration, amendment or repeal of, or the
adoption of any provision inconsistent with, By-Laws 6, 7, 8, 10 or 43, if by
action of the stockholders, shall be only upon the affirmative vote of the
stockholders entitled to cast three-fourths of the votes entitled to be cast.



10. The affirmative vote of the stockholders entitled to cast a majority of
the votes entitled to be cast shall be required to adopt a plan of merger or
consolidation.



11. The Secretary of State of the State of New York is designated as the
agent of the Corporation upon whom any process in any action or proceeding
against it may be served. The post office address to which the Secretary of
State shall mail a copy of any such process served upon him is One Commerce
Plaza, Suite 2006A-20th Floor, Albany, New York 12260, Attention: Secretary.



FOURTH. The foregoing Restated Certificate of Incorporation was authorized
by the Board of Directors of the Corporation at a meeting of the Board of
Directors held on , 1998 , followed by the written consent of the sole
stockholder of the Corporation dated , 1998.



IN WITNESS WHEREOF, the undersigned have signed, and Daniel W. Farley has
verified, this Restated Certificate of Incorporation this day of ,
1998.


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[Name]

[Title]

[Address]

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[Name]

[Title]

[Address]

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STATE OF NEW YORK)

:ss.:


COUNTY OF BROOME)



I, Daniel W. Farley, being duly sworn, depose and state that I am the
Secretary of Energy East Corporation, the corporation named in and described in
the foregoing Restated Certificate of Incorporation and that I have read the
foregoing document and know the contents thereof to be true, except as to
matters therein stated to be alleged upon information and belief, and as to
those matters, I believe them to be true.


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Sworn to before me this th
day of , 1998.


- ---------------------------------------------


NOTARY PUBLIC

 

 

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF
ENERGY EAST CORPORATION
Under Section 805 of the
Business Corporation Law

        The undersigned, being the Vice President - General Counsel of Energy East Corporation, a New York corporation, hereby certifies:

        FIRST.          The name of the corporation is Energy East Corporation. The name under which the corporation was originally formed was NGE Resources, Inc.

        SECOND.       The Certificate of Incorporation of the corporation was filed by the Department of State on September 23, 1997.

        THIRD.         The Certificate of Incorporation is amended to effect the following amendments authorized by the Business Corporation Law of the State of New York (the "NYBCL"), namely: Article 9 is amended to remove supermajority voting for amendment of certain By-Law provisions and Article 10 is amended to reduce the vote required for stockholder approval of the sale, lease or exchange of all or substantially all of the corporation's assets in accordance with Section 903 of the NYBCL, a share exchange in accordance with Section 913 of the NYBCL or dissolution in accordance with Section 1001 of the BCL.

        FOURTH.       Article 9 of the Certificate of Incorporation relating to amendment of the corporation's by-laws is amended to read in its entirety as follows:

                9.        By-Laws of the Corporation may be altered, amended, repealed or adopted by the affirmative vote of the stockholders entitled to cast a majority of the votes entitled to be cast, or by the affirmative vote of a majority of the Board of Directors at any meeting duly held as provided in the By-Laws of the Corporation.

        FIFTH.          Article 10 of the Certificate of Incorporation relating to the vote of stockholders required to adopt a plan of merger or consolidation, is amended to read in its entirety as follows:

                10.      The affirmative vote of the stockholders entitled to cast a majority of the votes entitled to be cast shall be required to (i) approve the sale, lease or exchange of all or substantially all of the assets of the Corporation in accordance with Section 903 of the New York Business Corporation Law ("NYBCL"), (ii) adopt a plan of merger or consolidation in accordance with Section 909 of the NYBCL, (iii) approve a share exchange in accordance with Section 913 of the NYBCL, (iv) dissolve in accordance with Section 1001 of the NYBCL, or (v) act under any successor provision to the foregoing provisions of the NYBCL.

        SIXTH.         The foregoing amendments to the Certificate of Incorporation of the corporation were authorized at a meeting of the Board of Directors at which a quorum was present and at a subsequent meeting of stockholders by the vote of two-thirds of the outstanding shares of Common Stock entitled to vote thereon.

        IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment this 8th day of June, 2006.

 

 

 

ENERGY EAST CORPORATION

 

  /s/ Paul K. Connolly, Jr.                  
       Paul K. Connolly, Jr.
       Vice President - General Counsel