PURCHASE AGREEMENTPurchase Agreement • September 24th, 2024 • New York
New York State Electric & Gas Corporation, a New York corporation (the “Company”), proposes to issue and sell to BNP Paribas Securities Corp., MUFG Securities Americas Inc., Santander US Capital Markets LLC and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several initial purchasers named in Schedule 1 hereto (the “Initial Purchasers”), $525,000,000 aggregate principal amount of its 5.30% Notes due August 15, 2034 (the “Securities”). The Securities will be issued pursuant to a Supplemental Indenture to be dated August 6, 2024 (the “Supplemental Indenture”) between the Company, and The Bank of New York Mellon (formerly known as The Bank of New York, Inc., as successor to J.P. Morgan Chase Bank, N.A.), as trustee (the “Trustee”). The Supplemental Indenture supplements an indenture dated as of November 18, 2002 (the “Original Indenture”), between the Company and the Trustee. The Original Indenture and any supplements thereto, including the Supplemental Ind