Exhibit 10-34























ENERGY EAST MANAGEMENT CORPORATION



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





Effective August 1, 2001







SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

1. Establishment of the Plan and Effective Date.  Energy East Management Corporation (hereinafter called the "Corporation") has established a Supplemental Executive Retirement Plan (hereinafter called the "Plan").  The Corporation is the Plan Sponsor.
        Energy East Corporation (hereinafter called "EEC") is the common parent of an "affiliated group", within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (hereinafter that affiliated group is called the "EEC Group").  The Corporation is one of the members of the EEC Group.
        The purpose of the Plan is to increase retirement benefits for certain salaried employees of the Corporation beyond those currently provided for by the tax qualified pension plan adopted or sponsored by the Corporation in which the salaried employee participates.  The Plan was established effective August 1, 2001 and will continue in effect unless terminated or modified by the Corporation.
2. Plan Administrator
3. Plan Year
4. Year of Service
5. Pension Benefits for Designated "Exhibit A" Key Persons

1. Determination of Benefit
2. Survivor's Benefit
3. Payment of Benefit
4. Definition of Key Person

1. Pension Benefits for Designated "Exhibit B" Key Persons

1. Determination of Benefit
2. Payment of Benefit
3. Definition of Key Person

1. Other Provisions
2. Funding
3. Change in Control Provisions

1. an acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (l) the then outstanding shares of common stock of EEC (the "Outstanding EEC Common Stock") or (2) the combined voting power of the then outstanding voting securities of EEC entitled to vote generally in the election of directors (the "Outstanding EEC Voting Securities"); excluding, however, the following:  (1) any acquisition directly from EEC, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from EEC, (2) any acquisition by EEC, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by EEC or any entity controlled by EEC, or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or
2. a change in the composition of the Board such that the individuals who, as of August 1, 2001, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section, that any individual who becomes a member of the Board subsequent to August 1, 2001, whose election, or nomination for election by EEC's shareholders, was approved by a vote of at least two-thirds of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board, but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or
3. consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of EEC ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding EEC Common Stock and Outstanding EEC Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns EEC or all or substantially all of EEC's assets either directly or through one or  more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding EEC Common Stock and Outstanding EEC Voting Securities, as the case may be, (2) no Person (other than EEC, any employee benefit plan (or related trust) of EEC or any entity controlled by EEC or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of EEC resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
4. the approval by the stockholders of EEC of a complete liquidation or dissolution of EEC.

For purposes of the definition of Change in Control in this Paragraph 9:

"Beneficial Owner" shall have the meaning defined in Rule 13d-3 under the Exchange Act.

"Board" shall mean the Board of Directors of EEC.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

"Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) (2) and 14(d) (2) thereof.

"Cause" for termination from the Corporation of a Key Person's employment (for purposes of this Plan), after any Change in Control, shall mean (i) the willful and continued failure by the Key Person to substantially perform the Key Person's duties with the Corporation (other than any such failure resulting from the Key Person's incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Key Person by the Board of Directors of the Corporation which demand specifically identifies the manner in which the Board of Directors of the Corporation believes that the Key Person has not substantially performed the Key Person's duties, or (ii) the willful engaging by the Key Person in conduct which is demonstrably and materially injurious to the Corporation, monetarily or otherwise.  For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Key Person's part shall be deemed "willful" unless done, or omitted to be done, by the Key Person not in good faith and without  reasonable belief that the Key Person's act, or failure to act, was in the best interest of the Corporation.

1. Transferred Employees.

* * * * *



IN WITNESS WHEREOF OF THE ADOPTION OF THIS PLAN, Energy East Management Corporation has set its hand and seal to this plan as of the 1st day of August, 2001.

| | ENERGY EAST MANAGEMENT CORPORATION                                                                     
| | -------------------------------------------------------------------------------------------------------
| | By /s/Richard R. Benson
          Richard R. Benson
          Vice President 
          Human Resources

|Attest /s/Kenneth M. Jasinski
                Kenneth M. Jasinski
                Executive Vice President, 
                General Counsel & Secretary | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | 



STATE OF NEW YORK     )

) SS.:

COUNTY OF                       )

On this 13th day of August                  , in the year 2001, before me, the undersigned, personally appeared Kenneth M. Jasinski, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

| | /s/Darlene E. Beach
          Notary Public
| | -------------------------------------------





EXHIBIT "A"

Participating Employees



Mark V. Dolan

Michael I. German

Eric C. McClelland



EXHIBIT "B"

Participating Employees



Steve Garwood