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                                                                    Exhibit 10.1


                    ROCHESTER GAS AND ELECTRIC CORPORATION

                   SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM


     Effective January 1, 1999, ROCHESTER GAS AND ELECTRIC CORPORATION (the
"Company") hereby establishes the ROCHESTER GAS AND ELECTRIC CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (the "Plan") for the benefit of
eligible Employees.


                                  ARTICLE ONE
                                  Definitions
                                  -----------

     1.1  "Board" means the Board of Directors of Rochester Gas and Electric
     Corporation.

     1.2  "Change in Control" means one of the following circumstances:

          (i)    any "person," including a "group" as determined in accordance
          with Section 13(d)(3) of the Securities Exchange Act of 1934 (the
          "Exchange Act"), is or becomes the beneficial owner, directly or
          indirectly, of securities of the Company representing 20 percent or
          more of the combined voting power of the Company's then outstanding
          securities;

          (ii)   as a result of, or in connection with, any tender offer or
          exchange offer, merger or other business combination, sale of assets
          or contested election, or any combination of the foregoing
          transactions (a "Transaction"), the persons who were directors of the
          Company before the Transaction shall cease to constitute a majority of
          the Board of Directors of the Company or any successor to the Company;

          (iii)  the Company is merged or consolidated with another corporation
          and as a result of the merger or consolidation less than 70 percent of
          the outstanding voting securities of the surviving or resulting
          corporation shall then be owned in the aggregate by the former
          stockholders of the Company, other than (x) affiliates within the
          meaning of the Exchange Act or (y) any party to the merger or
          consolidation;

          (iv)   a tender offer or exchange offer is made and consummated for
          the ownership of securities of the Company representing 20 percent or
          more of the combined voting power of the Company's then outstanding
          voting securities; or

          (v)    the Company transfers substantially all of its assets to
          another corporation which is not a wholly-owned subsidiary of the
          Company.

     1.3  "Code" means the Internal Revenue Code of 1986 as amended from time to
     time.
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     1.4   "Committee" means the Committee on Management of the Company's Board
     of Directors.

     1.5   "Company" means Rochester Gas and Electric Corporation.

     1.6   "Compensation" means an Employee's base salary and annual incentive
     bonus, including salary reduction contributions to a Participating
     Company's 401(k) or 125 cafeteria plan, for a Plan Year. Annual limits on
     compensation under the Qualified Plan shall be disregarded for purposes of
     determining an Employee's Compensation under this Plan.

     1.7   "Effective Date" means January 1, 1999.

     1.8   "Employee" means any employee of a Participating Company who (i)
     participates in the Qualified Plan (ii) is a management or highly
     compensated employee as such employees are defined in Title I of ERISA and
     (iii) is designated by the Committee, in its sole discretion, as eligible
     to participate in this Plan.

     1.9   "Final Average Compensation" means an Employee's average Compensation
     determined over any consecutive 36 months of SERP Service out of the last
     10 years of SERP Service that produce the highest average.  If an Employee
     has less than 36 months of SERP Service, his Final Average Compensation
     shall be the average of his Compensation for all months of SERP Service.

     1.10  "Normal Retirement Date" and "Early Retirement Date" shall have the
     same meanings given these terms in the Qualified Plan.

     1.11  "Participating Company" means the Company and any related entity that
     meets the definition of "Affiliated Company" in the Qualified Plan and
     which is approved by the Committee as a Participating Company under this
     Plan.  Participating Companies are listed in Appendix A.

     1.12  "Participating Company Service" means all Years of Service with a
     Participating Company determined in accordance with the service-crediting
     rules of the Qualified Plan, plus any additional service the Committee, in
     its sole discretion, may determine appropriate in individual circumstances.

     1.13  "Plan" means this Rochester Gas and Electric Corporation Supplemental
     Executive Retirement Program.

     1.14  "Plan Year" means the calendar year.

     1.15  "Qualified Plan" means the Rochester Gas and Electric Corporation
     Retirement Plan.

     1.16  "SERP Service" means the number of years of service an Employee is
     deemed to participate in this Plan. It is anticipated that Employees will
     be assigned positions within a Participating Company that may bring them
     into and out of participation in this Plan.
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                                      -3-

     The Committee shall have the discretion to designate those periods of
     actual service with a Participating Company that constitute SERP Service.
     SERP Service may include, in the Committee's sole discretion, service with
     a Participating Company prior to the Effective Date of this Plan and other
     service the Committee may deem appropriate in individual circumstances.
     Once credited to an Employee, the Committee does not have the discretion to
     reduce such service.


                                  ARTICLE TWO
                          Purpose and Intent of Plan
                          --------------------------

          The purpose of this Plan is to attract and retain a highly-motivated
     executive workforce by providing to eligible Employees a targeted overall
     level of retirement benefits to consist of (i) benefits under the Qualified
     Plan and other pension plans maintained by a Participating Company, (ii)
     one half of Social Security benefits and (iii) benefits paid from this Plan
     equal to the difference between the aggregate benefits under (i) and (ii)
     and the targeted amount to be paid from this Plan. The Plan is intended to
     constitute an unfunded plan of deferred compensation for a select group of
     management or highly-compensated employees as provided for in Title I of
     ERISA.


                                 ARTICLE THREE
                               Eligible Employee
                               -----------------

          The Committee in its sole discretion shall designate those Employees
     who shall be eligible to participate in this Plan. All eligible Employees
     shall be identified in such records as the Committee deems appropriate to
     establish and maintain.

          An otherwise eligible Employee shall be ineligible to participate and
     shall forfeit all rights to receive any future benefit payment under this
     Plan if such Employee:

          .  is terminated for cause, which determination shall be in the sole
          discretion of the Committee and this determination shall be final and
          binding on all persons;

          .  voluntarily terminates employment, without the consent of the
          Committee, prior to reaching age 55;

          .  terminates employment for any reason prior to completing five full
          years of service measured from the eligible Employee's date of hire;
          or

          .  without the prior consent of the Committee, engages in any activity
          inimical to the interests of any Participating Company at any time
          until the lapse of 36 months following the Employee's retirement.
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                                      -4-

                                 ARTICLE FOUR
                                   Benefits
                                   --------

     4.1  Benefit Amount.  The benefit payable to an eligible Employee under
          --------------
     this Plan on the Employee's Normal Retirement Date shall be a straight life
     annuity equal to the greater of (a) or (b) offset by (c) where (a), (b) and
     (c) are determined as follows:

          (a)  equals the "target SERP benefit" determined by multiplying the
          percentage determined below times an Employee's Final Average
          Compensation:

                                                 Accrual Percentage Per
               Years of SERP Service              Year of SERP Service
               ---------------------              --------------------

                         0-5                                4.0%
                         6-10                               3.5%
                         11-15                              3.0%
                         16-20                              2.5%
                         21 or more                         0.0%

               Example: if an Employee has 12 years of SERP Service, his target
               -------
               SERP benefit will be 43.5% of his Final Average Compensation
               determined as follows:

                         5 x 4.0% + 5 x 3.5% + 2 x 3.0% =

                         20% + 17.5% + 6% = 43.5%

          (b)  equals the "minimum SERP benefit" determined by multiplying the
          percentage determined below times an Employee's Final Average
          Compensation:

               Years of Participating      Accrual Percentage Per Year of
                    Company Service        Participating Company Service
                    ---------------        -----------------------------

                          0-30                         2.166%
                          31 or more                       0%

               Example:  if the Employee with 12 years of SERP Service has a
               -------
               total of 25 years of service with a Participating Company, his
               minimum SERP benefit will be 54.15% (25 x 2.166%) of his Final
               Average Compensation.  Since this figure is greater than the
               Employee's target SERP benefit, it becomes the accrual percentage
               on which the Employee's target benefit will be based.

          (c)  equals the annual aggregate total of an Employee's Qualified Plan
          benefit, a benefit from any other pension plan maintained by a
          Participating Company and one-half his Primary Insurance Amount under
          the Social Security Act determined as of the date the Employee retires
          from a Participating Company.
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                                      -5-

               Example:  Assume the Employee is entitled to receive $130,000 per
               -------
               year for the Company's Retirement Plan, $30,000 from the
               Company's Unfunded Retirement Income Plan and $20,000 from Social
               Security. The Employee's offset, therefore is $170,000 ($130,000
               + $30,000 + 1/2 of $20,000).

                      If this Employee has Final Average Compensation of
               $500,000, his target benefit is $216,600 (54.15% x $400,000).

                      The Employee's benefit payable from this Plan, then, is
               $46,600 ($216,600 -$170,000 = $46,600). This benefit is the
               annual life annuity amount payable at the Employee's Normal
               Retirement Date. If the benefit is payable at another date or in
               a form other than a life annuity, the amount shall be adjusted as
               described in Section 4.3 and in the Qualified Plan.

     4.2  Commencement of Benefits.  A Participating Company shall pay the
          ------------------------
     benefits due under this Plan commencing within 30 days of retirement,
     disability, death or any other event that entitles an eligible Employee or
     his beneficiary to receive benefits under the Qualified Plan.

     4.3  Form of Payment.  The form of benefit payable under this Plan shall be
          ---------------
     a life annuity for unmarried Employees and a joint and 50 percent survivor
     annuity for married Employees. Notwithstanding the foregoing, the Committee
     in its sole discretion may elect to pay the benefit in any alternative form
     of payment permitted under the Qualified Plan or, in the event of the
     Employee's or his beneficiary's financial need, to pay the entire benefit,
     or the present value of the remaining installments, in a lump sum payment.
     The amount of the actual benefit paid from this Plan shall be the straight
     life annuity calculated under Section 4.1 adjusted as appropriate by the
     actuarial assumptions used in the Qualified Plan if a different form of
     benefit is paid or if it is paid other than at Normal Retirement Age.

     4.4  Death Benefits During Employment.  If an eligible Employee dies while
          --------------------------------
     still employed by a Participating Company but after becoming entitled to
     receive a vested benefit, the eligible Employee's spouse, if surviving,
     shall be entitled to a monthly lifetime benefit equal to 50 percent of the
     benefit the eligible Employee would have received under Section 4.1.  This
     benefit shall be payable at such time as in-service death benefits are
     payable under the Qualified Plan and pursuant to such other terms and
     conditions as may apply to benefits payable under the Qualified Plan.  In
     the discretion of the Committee, the value of this benefit may be paid out
     in a lump sum or in another alternative form of benefit the Committee may
     prescribe.

     4.5  Unfunded Plan. All benefits payable to an eligible Employee under this
          -------------
     Plan shall be paid by the Participating Company that employs the eligible
     Employee out of its general assets and the Plan shall not otherwise be
     funded.  However, the Company may, in its discretion, set aside assets for
     meeting its obligations, including, but not limited to, the establishment
     of a rabbi or other grantor trust.  In the event such fund or trust is
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                                      -6-

     established, each Participating Company shall be responsible for making
     contributions to provide for the benefits of its own eligible Employees.

          In the event of a Change in Control, the Company's Chief Executive
     Officer shall inform the trustee of any rabbi trust that has been
     established to provide Plan benefits of the Change in Control and shall
     arrange for the Participating Companies to fully fund, to the extent
     practicable, the present value of all Plan benefits.

          No Employee shall have any property rights in any such fund or trust
     or in any other assets held by a Participating Company. The right of an
     eligible Employee or his or her spouse or beneficiary to receive any of the
     benefits provided by this Plan shall be an unsecured claim against the
     general assets of a Participating Company.

     4.6  Coordination with Qualified Plan Benefits.  If an eligible Employee is
          -----------------------------------------
     receiving benefits under this Plan and his annual benefits under the
     Qualified Plan are increased due to cost of living adjustments to the
     Qualified Plan limits under Section 415 of the Internal Revenue Code, his
     annual benefit under this Plan shall be correspondingly reduced in order to
     maintain the same aggregate level of benefits.  If the Qualified Plan is
     amended to improve the benefits paid to retirees or their beneficiaries,
     the benefits payable under this Plan to a retiree or beneficiary shall
     automatically be increased by the same percentage increase that the
     retiree's or beneficiary's Qualified Plan benefit is increased.

     4.7  Change in Control.  In the event of a Change in Control, all Plan
          -----------------
     benefits of eligible Employees shall become fully vested, and upon
     termination of employment, or by action of the Committee in anticipation of
     termination of employment, eligible Employees shall be paid such vested
     benefits in a single lump sum payment.  For this purpose, termination of
     employment shall mean termination of the Employee's employment with a
     Participating Company within four years following a Change in Control.  A
     termination shall be deemed to occur if during such period the Employee
     determines in good faith that the position, duties, responsibilities and
     status assigned to the Employee are inconsistent with the position, duties,
     responsibilities and status of the Employee with the Participating Company
     immediately prior to the Change in Control.  Such determination shall be
     evidenced by the Employee in a writing delivered to the Secretary of the
     Company promptly but in no event later than 180 days after such
     determination.

          In the case of a Change in Control and a termination of employment as
     above described, an eligible Employee who has not at such time attained the
     age of 55 and whose Qualified Plan benefits are therefore deferred shall
     nevertheless be entitled to an immediate lump sum payment under this Plan
     equal to the then present value of the benefit that would have been payable
     at the time the Employee reached age 55 had he remained in employment but
     determined on the basis of Compensation and service figures in effect on
     the date of the Employee's termination of employment.

     4.8  Other Benefits.  An eligible Employee who is entitled to receive
          --------------
     benefits under Sections 4.1 and 4.2 of this Plan shall also be entitled to
     receive welfare benefit provided
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                                      -7-

     generally to retirees of a Participating Company. Such benefits shall be
     subject to the same terms and conditions as apply to retirees generally
     except that the usual age and service requirements for such welfare
     benefits shall not apply. In place of the usual age and service
     requirements, an eligible Employee shall receive retiree welfare benefits
     provided that he has commenced receiving benefits under this Plan and that
     none of the forfeiture conditions of Article Three apply to the eligible
     Employee. If welfare benefits are provided to beneficiaries of deceased
     employees or retirees generally by a Participating Company, beneficiaries
     of a deceased eligible Employee shall be entitled to receive such benefits
     under the same terms and conditions as apply to beneficiaries of deceased
     employees or retirees generally except that the Article Three conditions,
     including the forfeiture conditions, shall apply for entitlement purposes
     in lieu of any age and service conditions applicable to beneficiary
     benefits generally.


                                 ARTICLE FIVE
                                Administration
                                --------------

     5.1  Committee as Administrator.  This Plan shall be administered by the
          --------------------------
     Committee in accordance with the Plan's terms.

          The Committee shall determine the benefits due each Employee from this
     Plan and the Qualified Plan and shall cause them to be paid by the
     Qualified Plan or by a Participating Company under this Plan accordingly.

          The Committee shall inform each Employee of any elections which the
     Employee may possess and shall record such choices along with such other
     information as may be necessary to administer the Plan.

     5.2  Coordination with Qualified Plan.  Since this Plan is intended to
          --------------------------------
     operate in conjunction with the Qualified Plan, any questions concerning
     plan administration or the calculation of benefits that arise but are not
     specifically addressed by this Plan shall be considered in light of the
     Qualified Plan.  In addition, unless the context requires otherwise, the
     terms used in this Plan shall have the same meaning as the same terms used
     in the Qualified Plan.

     5.3  Committee Action Final.  The Committee has sole discretion to
          ----------------------
     determine eligibility to participate in this Plan, to determine the
     eligibility for and the amount of benefits, to interpret the Plan and to
     take any other action it deems appropriate to administer this Plan.  The
     decisions made by and the actions taken by the Committee shall be final and
     conclusive on all persons.

          Members of the Committee shall not be subject to individual liability
     with respect to their actions under this Plan.  Notwithstanding the
     foregoing, the Company shall indemnify each member of the Committee who may
     incur financial liability for actions or failures to act with respect to
     the member's Committee responsibilities.
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                                      -8-

                                  ARTICLE SIX
                           Amendment and Termination
                           -------------------------

          While the Company intends to maintain this Plan in conjunction with
     the Qualified Plan indefinitely, the Board reserves the right to amend or
     terminate it at any time for whatever reasons it may deem appropriate.

          Notwithstanding the preceding paragraph, however, the Company hereby
     makes a contractual commitment on behalf of itself, the other Participating
     Companies and their successors to pay, or to require the other
     Participating Companies to pay, the benefits accrued under this Plan prior
     to its amendment or termination to the extent it or the other Participating
     Companies are financially capable of meeting such obligation.



                                 ARTICLE SEVEN
                                 Miscellaneous
                                 -------------

     7.1  No Contract of Employment.  Nothing contained in this Plan shall be
          -------------------------
     construed as a contract of employment between a Participating Company and
     an Employee, or as a right of any Employee to be continued in the
     employment of a Participating Company, or as a limitation of the right of a
     Participating Company to discharge any of its Employees, with or without
     cause.

     7.2  No Transferability.  The rights of an Employee under this Plan shall
          ------------------
     not be transferable, voluntarily or involuntarily, other than by will or
     the laws of descent and distribution and are exercisable during the
     Employee's lifetime only by the Employee or the Employee's guardian or
     legal representative.

     7.3  Taxation.  The benefits payable under this Plan shall be subject to
          --------
     all federal, state and local income and employment taxes to which benefits
     of this type are normally subject.

     7.4  Indemnification.  To the fullest extent authorized or permitted by
          ---------------
     law, the Company shall indemnify any eligible Employee who brings an action
     or proceeding, whether civil or criminal, or who is made, or threatened to
     be made, a party to an action or proceeding, whether civil or criminal, by
     reason of the fact that he, his testator or intestate, is or shall be
     entitled to benefits under this Plan and the Company has failed to make
     payments hereunder when due or has otherwise failed to follow the terms of
     the Plan or such eligible Employee has reasonable cause to believe the
     Company shall fail or intends to fail to perform its future obligations
     hereunder arising within a reasonable time thereof, or with respect to any
     other matter directly or indirectly related to this Plan, unless a judgment
     or other final adjudication adverse to such eligible Employee establishes
     that the Company was or is legally entitled to fail to so perform its
     obligations hereunder.  Without limitation of the foregoing, such
     indemnification shall include indemnification against all costs of whatever
     nature or kind, including attorneys' fees and
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                                      -9-

     costs of investigation or defense, incurred by any eligible Employee with
     respect to any such action or proceeding and any appeal therein, and which
     judgments, fines, amounts and expenses have not been recouped by him in any
     other manner. All expenses incurred by a person in connection with an
     actual or threatened action or proceeding with respect to which such person
     is or may be entitled to indemnification under this Section, shall, in the
     absence of a final adjudication adverse to such person as described above,
     be promptly paid by the Company to him, upon receipt of an undertaking by
     him to repay the portion of such advances, if any, to which he may finally
     be determined not to be entitled. The Company's obligations under this
     Section 7.4 may be paid from any rabbi trust or other fund established by
     the Company for the purpose of paying such expenses. This Section may not
     without the consent of a eligible Employee be amended or changed in any
     manner adverse to such eligible Employee. The indemnification provided by
     this Section shall not be deemed exclusive of any other rights to which an
     eligible Employee may be entitled other than pursuant to this Section.

          Notwithstanding the foregoing, there shall be no indemnification for
     persons who cease Plan participation and forfeit all benefits on account of
     termination for cause as described in Section 3.1.

     7.5  Successors.  This Plan shall be binding on the Company's successors
          ----------
     and assigns.

     7.6  Governing Law.  This Plan shall be interpreted and enforced in
          -------------
     accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the Company has caused this Plan document to be
executed by its duly authorized officer this 1st day of July, 1999.



                              ROCHESTER GAS AND ELECTRIC
                              CORPORATION



                              By     /s/ Thomas S. Richards
                                     -------------------------


                              Title  Chairman of the Board, President
                                     --------------------------------
                                     and Chief Executive Officer
                                     ---------------------------
<PAGE>

                                      -10-

                                                                    Exhibit 10.1



                                  APPENDIX A

                            Participating Companies


Name of Company                              Effective Date of Participation
---------------                              -------------------------------

Rochester Gas and Electric Corporation                 July 1, 1999

RGS Energy Group, Inc.                                 July 1, 1999

RGS Development Corporation                            July 1, 1999

Energetix, Inc.                                        July 1, 1999