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                                                                Exhibit 10-1

                            RGS ENERGY GROUP, INC.
                    ROCHESTER GAS AND ELECTRIC CORPORATION

                               February 21, 2001



Mr. Paul C. Wilkens
Rochester Gas and Electric Corporation
89 East Avenue
Rochester, NY  14649

Dear Paul:

         Reference is made to the Severance Agreement made effective as of April
26, 2000 (the "Current Severance Agreement"), by and among you, RGS Energy
Group, Inc. (the "Company") and Rochester Gas and Electric Corporation (the
"Subsidiary").  Capitalized terms not otherwise defined in this letter have the
same meanings as in the Severance Agreement.  This letter is intended to clarify
certain aspects and provisions of the Current Severance Agreement, and, when
executed by you, shall constitute an amendment to such agreement.

         1.  [Prior Severance Agreement Superseded. You hereby agree that the
Current Severance Agreement superseded that certain Severance Agreement, made
effective as of January 1, 1999, by and between you and the Subsidiary.

         2.  ]Definition of "Annual Salary" Clarified. Paragraph 4(a) of the
Current Severance Agreement is hereby amended by deleting the current text
thereof and replacing it with the following:

                   "Annual Salary" shall, as determined on the
                   Termination Date, be equal to the sum of:

                       (i)  the greater of (A) the highest base
                            salary paid or payable to the Employee
                            with respect to any twelve (12) consecutive
                            month period, as selected by the Employee,
                            during the three years ending with the Termination
                            Date and (B) the Employee's base salary as in
                            effect on the Termination Date (without regard
                            to any reduction giving rise to a Change in Duties
                            hereunder); and
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                  (ii) the greater of (A) the Executive
                       Incentive Plan ("EIP") bonus for the
                       Employee's final year of employment
                       and (B) the average of the EIP bonuses
                       for the three years prior to the
                       Termination Date.

     3.  Additional Benefits Upon an Involuntary Termination. The following
         ---------------------------------------------------
language shall be inserted at the beginning of paragraph 6 of the
Current Severance Agreement prior to subparagraph (a) thereof:

                    In addition to the severance payment
             provided in paragraph 3 hereof, the Employee
             shall be entitled to the following benefits in the
             event of an Involuntary Termination of the
             Employee's employment by the Company or any
             subsidiary or successor of the Company
             occurring within three years after a Change of
             Control:

     4.  No Rights to Other Severance.  Paragraph 6(d) of the Current
         ----------------------------
     Severance Agreement is hereby amended by inserting the following at the end
     thereof:

             ; provided, however, that the Employee shall not be entitled to
               --------  -------
             any severance payments or benefits under any severance plan
             except as provided herein

     5.  Incentive Compensation.  Paragraph 6(e) of the Current Severance
         ----------------------
Agreement is hereby amended by (a) inserting the term "equity-based" before the
word "award" and "awards" where they appear in such paragraph, (b) inserting the
parenthetical "(whether granted before, on or following a Change of Control and
whether granted by RGS or a successor, parent or other affiliate of RGS)" after
the words "previously made" in such paragraph, and (c) inserting the following
additional sentence at the end thereof.

             The Employee shall be paid a pro rata bonus for
             the year of termination under the EIP or any
             other annual incentive bonus plan then
             applicable to the Employee, which pro rata bonus
             shall be determined following the close of the
             relevant fiscal year based on actual performance
             for such year and shall be paid at the same time
             as bonuses are generally paid to

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             other executives of the Company; provided, that
                                              --------
             such pro rata bonus shall be reduced but not
             below zero, by the amount of any bonus under
             any such plan previously paid to the Employee
             with respect to the same year.

      Please execute both copies of this letter in the space provided below
and return one fully executed copy to Michael T. Tomaino by February 23, 2001.


                                   RGS ENERGY GROUP, INC.


                                   By:    /s/ M. T. Tomaino
                                        -----------------------------------
                                        Name:   Michael T. Tomaino
                                        Title:  Senior Vice President and
                                                General Counsel


                                   ROCHESTER GAS AND ELECTRIC CORPORATION


                                   By:    /s/ David C. Heiligman
                                        -----------------------------------
                                        Name:   David C. Heiligman
                                        Title:  Vice President and
                                                Corporate Secretary


ACKNOWLEDGED AND AGREED:

/s/ P. C. Wilkens
------------------------------------
     Paul C. Wilkens

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