Exhibit 99-1

DirectorsDirectors Whose Terms Expire In 2005Kenneth M. Jasinski  (56) Executive Vice President and Chief Financial Officer of Energy East, Albany, NY and Portland, ME.  Mr. Jasinski was Executive Vice President, General Counsel and Secretary of Energy East from August 2000 to February 2002, Executive Vice President and General Counsel of Energy East from April 1999 to August 2000, Senior Vice President and General Counsel of Energy East from April 1998 to April 1999, Executive Vice President of NYSEG from April 1998 to April 1999.  Director since June 2002.(1)James P. Laurito  (48) President of the company, Rochester, NY. Mr. Laurito is also President of RGS Energy Group, Inc., Rochester, NY and NYSEG, Binghamton, NY. Mr. Laurito was President and Chief Operating Officer of Connecticut Natural Gas Corporation and The Southern Connecticut Gas Company from October 2000 to May 2003, President of TEN Companies, Inc., January 1999 to October 2000, and Vice President, Business Development of TEN Companies, Inc. prior to January 1999. Director since May 2003.(1)Wesley W. von Schack  (60) Chairman, President, and Chief Executive Officer of Energy East, Albany, NY and Portland, ME. Director of: Energy East, Albany, NY and Portland, ME; Mellon Financial Corporation and Mellon Bank, N.A., Pittsburgh, PA; AEGIS Insurance Services, Inc., Jersey City, NJ; and Gettysburg National Battlefield Museum Foundation, Washington, DC.  Trustee of the American Gas Foundation, Washington, DC. Mr. von Schack was Chairman, President and Chief Executive Officer of NYSEG from September 1996 to April 1999. Director since June 2002.(1)

__________
(1) None of the directors receive compensation for serving as directors of the company because they are officers of Energy East or certain of its subsidiaries.

Section 16(a) Beneficial Ownership Reporting Compliance

The company believes that during 2004 all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 were satisfied by its directors and executive officers.

Executive Compensation

The following sets forth certain information relating to cash and noncash compensation for each of the last three fiscal years for Mr. Laurito and the next four highest compensated officers of the company and for Mr. Wickham who is no longer employed by the company, but who served as an executive officer of the company in 2004. The following also sets forth certain information relating to benefits and to change in control arrangements for the company's officers. All amounts presented are aggregate compensation from the company and its affiliates. When an officer of the company is also an officer of one or more of the company's affiliates, the expense for such compensation is allocated based on the time that the officer devotes to the respective companies.

|Summary Compensation Table                                            
|----------------------------------------------------------------------
|                                                                      
|                                                                      
|Name and
Principal Position                                           
|                                                                      
|James P. Laurito
President                                            
|Denis E. Wickham(3)
Executive Vice President &
Chief Operating Officer
|Michael D. Eastman
Vice President                                     
|Michael H. Conroy
Vice President                                      
|David J. Irish
Vice President                                         
|Joseph J. Syta
Vice President                                         

______________

(1) As of December 31, 2004, the aggregate restricted stock holdings and their value, for Messrs. Laurito, Eastman, Conroy, Irish and Syta were 12,000 shares ($320,160), 6,600 shares ($176,088), 6,600 shares ($176,088), 6,600 shares ($176,088) and 6,600 ($176,088), respectively, under the Energy East Restricted Stock Plan. Dividends are paid on restricted stock in a manner consistent with dividends paid on Energy East common stock.

On January 1, 2005, restricted stock vested based on Energy East's achievement of certain performance measures in 2004. The number of shares of restricted stock that vested for Messrs. Laurito, Eastman, Conroy, Irish and Syta were 3,000, 1,650, 1,650, 1,650 and 1,650, respectively.

(2) In 2004, the company contributed for Messrs. Laurito, Wickham, Eastman, Conroy, Irish and Syta $5,463, $4,000, $2,325, $5,046, $4,355 and $4,325, respectively, under a tax deferred savings plan (401(k) Plan). The company also contributed $120 for Mr. Wickham and $480 for Mr. Eastman under the Employees' Stock Purchase Plan. The company made payments for Messrs. Laurito and Irish of $18,225 and $985, respectively, for financial planning services. The company made a payment for Mr. Laurito of $2,712 for membership fees. Messrs. Eastman and Conroy received payments of $20,223 and $523, respectively,

(3) Mr. Wickham retired from the company effective July 1, 2004.  On this date, his aggregate restricted stock holdings of 12,000 shares vested.

Option/SAR Grants in Last Fiscal Year (2004)

|                 | Individual Grants                                          |                                                               
|---------------- | ---------------------------------------------------------- | --------------------------------------------------------------
|                 |                                                            |                                                               
|Name             | Number of 
Securities
Underlying
Options/SARs
Granted #(1) | Percentage of 
Total Options/SARs
Granted to
Employees in
Year
|                 |                                                            |                                                               
|James P. Laurito | 20,000(2)                                                  | 1.53%                                                         
|Denis E. Wickham | 20,000(2)                                                  | 1.53%                                                         
|Joseph J. Syta   | 25,000(4)                                                  | 1.91%                                                         

___________

(1) Pursuant to the Energy East 2000 Stock Option Plan, participants were granted options to purchase a specified number of shares of Energy East common stock at specified exercise prices. These options were granted in tandem with stock appreciation rights and are for a term of ten years from the date of grant. The exercise price of an option or tandem stock appreciation right may not be less than 100% of the closing price of an Energy East share determined on the last trading date before such option and tandem stock appreciation right are granted. The exercise of an option or a tandem stock appreciation right will result in a corresponding cancellation of the related stock appreciation right or option to the extent of the number of shares of Energy East common stock as to which the option or the stock appreciation right was exercised. Replacement options are granted to participants at the time of an exercise of an option to the extent that all or any portion of the option exercise price or taxes incurred in connection with the exercise of the option are paid for by using other shares of Energy East common stock or by the withholding of Energy East common stock. The replacement option is granted for the number of shares the participant tenders to pay the exercise price or taxes incurred. Replacement options will first be exercisable no earlier than six months from the date of their grant and will have an expiration date equal to the expiration date of the original option. The options are transferable to family members and certain entities under certain circumstances.

(2) The options and tandem stock appreciation rights were granted on February 12, 2004 and the right to exercise vests in three installments as follows: (a) 33 1/3% vested on grant date, February 12, 2004; (b) an additional 33 1/3% vested on January 1, 2005; and (c) the remaining 33 1/3% will vest on January 1, 2006.

(3) There is no assurance the value realized will be at or near the value based on the Black-Scholes option-pricing model. The actual value, if any, will depend on the excess of the stock price over the exercise price on the date the option is exercised. In determining the "Grant Date Present Value," the following common assumptions were used: stock price volatility, 20.67%; risk-free interest rate, 3.52%; dividend yield, 4.74%; and an expected term before exercise of 5.88 years.

(4) The options and tandem stock appreciation rights were granted on October 15, 2004, and the right to exercise vests in three installments as follows: (a) 33 1/3% vested on grant date, October 15, 2004; (b) an additional 33 1/3% vested on January 1, 2005; and (c) the remaining 33 1/3% will vest on January 1, 2006.

(5) There is no assurance the value realized will be at or near the value based on the Black-Scholes option-pricing model. The actual value, if any, will depend on the excess of the stock price over the exercise price on the date the option is exercised. In determining the "Grant Date Present Value," the following common assumptions were used: stock price volatility, 17.99%; risk-free interest rate, 3.61%; dividend yield, 4.63%; and an expected term before exercise of 5.88 years.





|Aggregated Option/SAR Exercises in Last Fiscal Year (2004)
and Fiscal Year-End Option/SAR Values
|------------------------------------------------------------------------------------------------
|                                                                                                
|                                                                                                
|Name                                                                                            
|                                                                                                
|James P. Laurito                                                                                
|Denis E. Wickham                                                                                
|Michael D. Eastman                                                                              
|Michael H. Conroy                                                                               
|David J. Irish                                                                                  
|Joseph J. Syta                                                                                  



|                   | Value of Unexercised
In-the-Money Options/SARs
at Fiscal Year-End(2)
|------------------ | --------------------------------------------------------------------
|                   |                                                                     
|Name               | Exercisable                                                         
|                   |                                                                     
|James P. Laurito   | $18,598                                                             
|Denis E. Wickham   | 140,757                                                             
|Michael D. Eastman | 22,628                                                              
|Michael H. Conroy  | 102,280                                                             
|David J. Irish     | -                                                                   
|Joseph J. Syta     | 19,093                                                              

_______________

(1) The "Value Realized" is equal to the difference between the option exercise price and the closing price of an  Energy East share on the New York Stock Exchange on the date of exercise.

(2) The "Value of Unexercised In-the-Money Options/SARs at Fiscal Year-End" is equal to the difference between the option exercise price and the closing price of $26.68 per Energy East share on the New York Stock Exchange on December 31, 2004.



Pension Plan

Certain officers of RG&E also serve in the same positions with NYSEG.  RG&E and NYSEG are both subsidiaries of Energy East. When an officer of the company is also an officer of one or more of the company's affiliates, the expense for benefits is allocated based on the time that the officer devotes to the respective companies.

|Average
Annual
Salary* |        
|---------------------- | -------
|Years of Service      
|                       |        
|10                     | 20     
|                       |        
|$550,000               | $91,000
|500,000                | 82,400 
|450,000                | 73,800 
|400,000                | 65,200 
|350,000                | 56,700 
|300,000                | 48,100 
|250,000                | 39,500 
|200,000                | 31,000 
|150,000                | 22,400 

_____________

*  Average annual salary includes (the average of the three highest consecutive years of base pay plus bonus) out of the last ten years before retirement. The amounts shown in the salary and bonus columns in the Summary Compensation Table constitute qualifying compensation under the plans.



Messrs. Conroy, Irish and Syta have 25, 33 and 19 credited years of service.

Mr. Eastman participates in the non-contributory, tax-qualified defined benefit plan called the NYSEG Retirement Benefit Plan and he also participates in the NYSEG Supplemental Executive Retirement Plan ("SERP"). He does not participate in the RG&E Retirement Plan and in the RG&E SRBP. The following table sets forth the maximum retirement benefits payable to officers who retire at age 60 or later, in specified compensation and years of service classifications, pursuant to the NYSEG Retirement Benefit Plan and the NYSEG SERP, as they presently exist, and assuming no optional payment form is elected. The amounts listed below reflect the reduction for Social Security benefits. There are no other offset amounts.

|Average
Annual
Salary* |         
|---------------------- | --------
|Years of Service      
|                       |         
|10                     | 20      
|                       |         
|$400,000               | $171,000
|350,000                | 147,300 
|300,000                | 123,700 
|250,000                | 100,100 
|200,000                | 76,500  
|150,000                | 52,800  

____________

*  Average of the salaries (not including amounts listed under "Bonus" in the Summary Compensation Table and other amounts listed under "Long-Term Compensation Awards, Restricted Stock and Options/SARs, Payouts Long-Term Incentive Plan," and "All Other Compensation" in the Summary Compensation Table) for the five highest paid consecutive years during the last ten years of employment service.  The average of the highest three years of salary within the last ten years of employment for the NYSEG SERP was assumed to be 5% higher than each salary shown.

**  Maximum years of employment service for the NYSEG Retirement Benefit Plan and for  NYSEG SERP purposes.

The NYSEG Retirement Benefit Plan provides retirement benefits for hourly and salaried employees, including officers of NYSEG, based on length of service and the average of salary for the five highest paid consecutive years during the last ten years of employment service. The NYSEG Retirement Benefit Plan is non-contributory and is funded under a trust arrangement and an insurance contract. Amounts paid into the NYSEG Retirement Benefit Plan are computed on an actuarial basis. The NYSEG Retirement Benefit Plan provides for normal and early retirement benefits.

The NYSEG SERP provides that certain key employees of NYSEG, who have at least ten years of service, who have served in key capacities for at least five years and who retire at age 60 or later, shall receive a total retirement benefit (including benefits under the NYSEG Retirement Benefit Plan and Social Security), based on years of service, of up to 75% of the average of their highest three years of eligible compensation within the last ten years of employment.

Mr. Eastman has 24 credited years of service under the NYSEG Retirement Benefit Plan and NYSEG SERP. For purposes of the NYSEG Retirement Benefit Plan and the NYSEG SERP, Mr. Eastman is credited with his years of service for his employment with NYSEG prior to November 1999 and from November 2000 through the present.

Mr. Laurito participates in the Energy East Supplemental Executive Retirement Plan (Energy East SERP) and in the RG&E Retirement Plan. Mr. Wickham participated in the Energy East SERP and the NYSEG Retirement Benefit Plan until his retirement in July 2004.  The following table sets for the maximum retirement benefits payable to executive officers who retire at age 60 or later, in specified compensation and years of service classifications, pursuant to the Energy East SERP as it presently exists, and assuming no optional payment form is selected. The amounts listed below reflect the reduction for Social Security benefits. There are no other offset amounts.



|Average
Annual
Salary* |         
|---------------------- | --------
|Years of Service      
|                       |         
|10                     | 20      
|                       |         
|$800,000               | $222,000
|700,000                | 192,000 
|600,000                | 162,000 
|500,000                | 132,000 
|400,000                | 102,000 

____________

*  Average of the salaries (including amounts listed under "Bonus" in the Summary Compensation Table, and not including other amounts listed under "Long-Term Compensation Awards, Restricted Stock and Options/SARs," "Payouts Long-Term Incentive Plan," and "All Other Compensation" in the Summary Compensation Table) for the highest three consecutive years of salary within the last five years of employment service.

**  Maximum years of employment service for Energy East SERP purposes.



The Energy East SERP provides that key employees, including certain executive officers of Energy East and certain subsidiaries, who have completed five years of service and who terminate employment prior to becoming eligible for the SERP benefit described in the next sentence, shall receive the full benefits of the tax-qualified defined benefit plan in which they participate without regard to any limitations imposed by the federal tax law.  Participants who have at least five years of service, and who retire at age 55 or later, shall receive a total retirement benefit (including benefits under the tax-qualified defined benefit plan and Social Security), based on years of service, of up to 75% of the average of their highest three consecutive years of eligible compensation within the last five years of employment. Benefits payable prior to age 60 are reduced for early retirement.

Messrs. Laurito, and Wickham have 7 and 33 credited years of service, respectively, under the applicable Retirement Benefit Plan and the Energy East SERP.



Employment, Change In Control and Other Arrangements

Mr. Eastman has a severance agreement in order to provide for certain payments if, generally, within two years following a change in control of Energy East, his employment is terminated either by the company without cause or by him for good reason. The severance agreement has a term ending on December 31, 2006, with automatic one-year extensions unless either party to the agreement gives notice that the agreement is not to be extended. The agreement was unanimously approved by the Board of Directors. The benefits consist of a lump-sum severance payment equal to two times the sum of (i) his then-annual base salary, and (ii) the higher of any award paid to him under the Annual Executive Incentive Plan ("AEIP") with respect to the year immediately preceding the year in which the termination occurs or the average of the AEIP awards paid to him in the three years preceding the year in which the change in control occurs. In the event of such termination, his life, disability, accident and health insurance benefits will continue for a period of 24 months and he will receive an amount equal to all earned but unpaid awards under the AEIP and a pro rata portion of any award under the AEIP with respect to the year in which the termination occurs, provided, however, that there shall be no duplication of payments made pursuant to the his agreement and the AEIP. Also, in the event of such termination, he will be given additional age and service credit under the NYSEG SERP. In the event that any payments made on account of a change in control of Energy East, whether under the agreement or otherwise, would subject him to federal excise tax or interest or penalties with respect to such federal excise tax, he will be entitled to be made whole for the payment of any such taxes, interest or penalties.

Messrs. Laurito and Eastman each have entered into an Employee Invention and Confidentiality Agreement.  The agreement provides for, among other things, payments (up to one year's salary) and certain health insurance premiums in the event that their employment is terminated whether voluntarily or involuntarily, and the noncompetition provisions of the agreement prevent them from obtaining other appropriate employment, so long as they are not entitled to receive payments under a severance agreement.

Messrs. Irish and Syta each have a severance agreement in order to that provides for certain payments if, ge nerally, within three years following a change in control of Energy East, the individual'sthe individual's employment is terminated by the company other than for cause or disability or by the individualthe individual for good reason. The agreement continues until June 28, 2005. The benefits consist of a lump-sum severance payment equal to one times the sum of the individual's then-annual base salary, continuation of medical and other benefits under the company's group benefit plans and limited outplacement services. The individual is also entitled to receive a pro rata portion of any award under the AEIP with respect to the year in which the termination occurs. Also, in the event of such termination, the individual will be given additional age and service credit under the RG&E SRBP, and the individual's equity-based awards will become vested. In the event that any payments made on account of a change in control of Energy East, whether under the agreement or otherwise, would subject the individual to federal excise tax or interest or penalties with respect to such federal excise tax, the individual will be entitled to be made whole for the payment of any such taxes, interest or penalties.

In the event of a change in control of Energy East, participants in the AEIP will be paid an amount which includes all earned but unpaid awards, a pro rata portion of any award with respect to the year in which such change in control occurs and, if the Plan continues in effect for the remainder of the performance period, an additional payment at the end of the year in which such change in control occurs to the extent that the award earned under the normal terms of the AEIP exceeds the amount paid upon such change in control.

After a change in control of Energy East, officers and certain key employees of Energy East and certain subsidiaries with 5 or more years of service who qualify, and whose employment is terminated at age 55 or later, other than for cause, shall receive a total retirement benefit as determined under the applicable SERP. The Energy East SERP provides that, in the case of a change in control, a participant with 5 or more years of service may receive the present value of any SERP benefits in a lump sum, if the participant has so elected upon commencement of participation.

The Compensation and Management Succession Committee of the Board of Directors of Energy East in its discretion may take certain actions in order to preserve, in the event of a change in control of Energy East, a participant's rights under an award issued pursuant to the 1997 Stock Option Plan, the 2000 Stock Option Plan or the Restricted Stock Plan.

Grantor trusts have been established to provide for the payment of certain employee and director benefits, including severance benefits that might become payable after a change in control of Energy East.



Security Ownership of Management     The following table indicates the number of shares of Energy East common stock, and Energy East common stock equivalent units beneficially owned as of February 1, 2005, by each director, each of the officers named in the Summary Compensation Table included elsewhere herein, and by the 12 current directors and officers as a group and the percent of the outstanding securities so owned.

|Name                                          | Energy East
Common Stock
Beneficially
Owned (1) | Energy East
Common Stock
Equivalent
Units | Total Energy East
Common Stock
and Energy East
Common Stock
Equivalent Units | Percent
of Class
|--------------------------------------------- | ----------------------------------------------- | ----------------------------------------- | ---------------------------------------------------------------------------- | ----------------
|                                              |                                                 |                                           |                                                                              |                 
|Michael H. Conroy                             | 24,757                                          | -                                         | 24,757                                                                       | (2)             
|Michael D. Eastman                            | 13,444                                          | -                                         | 13,444                                                                       | (2)             
|David J. Irish                                | 7,335                                           | -                                         | 7,335                                                                        | (2)             
|Kenneth M. Jasinski                           | 217,199                                         | -                                         | 217,199                                                                      | (2)             
|James P. Laurito                              | 32,276                                          | 1,181                                     | 33,457                                                                       | (2)             
|Joseph J. Syta                                | 29,343                                          | -                                         | 29,343                                                                       | (2)             
|Wesley W. von Schack                          | 1,643,830                                       | -                                         | 1,643,830                                                                    | 1.1%            
|12 current directors and
 officers as a group | 2,232,884                                       | 1,181                                     | 2,234,065                                                                    | 1.5%            

_______________

(1) Includes shares of Energy East common stock that may be acquired through the exercise of stock options that are exercisable currently. The number of shares which may be acquired, and by whom, are as follows: Mr. Conroy, 18,500; Mr. Eastman, 6,000; Mr. Jasinski, 167,500; Mr. Laurito, 20,000; Mr. Syta, 17,666; Mr. von Schack, 1,450,000; and all current directors and officers as a group, 1,925,664.

(2) Less than 1% of the outstanding common stock of Energy East.



Code of Ethics

All of the company's directors and employees, including its principal executive, financial and accounting officers are subject to the Energy East Code of Conduct. The Energy East Code of Conduct is available on Energy East's website: www.energyeast.com. Waivers of the Code of Conduct are not contemplated. However, in the unlikely event of an amendment to, or waiver from, the Code of Conduct applicable to the principal executive, financial accounting officers of the company, Energy East will post such information on its website: www.energyeast.com.

Audit Fees

Aggregate fees billed to or allocated to the company by Energy East as part of its consolidated audits for each of the last two fiscal years for professional services rendered for the audit of the company's annual financial statements and the reviews of the financial statements included in the company's Forms 10-Q for the year 2004 were $396,998 and for the year 2003 were $222,046.

Audit-Related Fees

Aggregate fees billed to or allocated to the company by Energy East for each of the last two fiscal years for assurance and related services reasonably related to the performance of the audit of the company's annual financial statements and the reviews of the financial statements included in the company's Forms 10-Q for the year 2004 were $604,067 and for the year 2003 were $9,680, consisting of the following:



|                            | 2004 Fees | 2003 Fees
|--------------------------- | --------- | ---------
|                            |           |          
|Benefit Plan Audits         | $41,996   | $9,680   
|Sarbanes-Oxley              | $560,672  | -        
|Consent and Comfort Letters | $1,399    | -        



Tax Fees

Aggregate fees billed to or allocated to the company by Energy East for each of the last two fiscal years for professional tax services rendered for the year 2004 were $36,078 and for the year 2003 were $17,225, consisting of the following:



|                           | 2004 Fees | 2003 Fees
|-------------------------- | --------- | ---------
|                           |           |          
|Tax Compliance and Refunds | $36,078   | $17,225  



All Other Fees

The company did not engage PricewaterhouseCoopers to provide any other services during 2004.

Audit Committee

The Audit Committee of Energy East, which serves as the Audit Committee for the Company, has not adopted pre-approval policies or procedures. In addition, none of the services described above were approved under the "de minimis" service exception. Further information regarding Energy East's Audit Committee will be set forth in Energy East's proxy statement to be filed with the Securities and Exchange Commission on or prior to May 2, 2005.