Agreement made as of the 1st day of January, 1994, between Niagara Mohawk Power Corporation (the
"Company"), and Darlene D. Kerr (the "Executive").
WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept/continue
employment with the Company, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the
Company and the Executive hereby agree as follows:
1. The Company shall employ the Executive, and the Executive shall serve the Company, for the period beginning
January 1, 1994 and expiring on December 31, 1996. The term of this Agreement will be extended by one year
at the completion of each full year of employment, unless either party notifies the other to the contrary not later
than sixty (60) days prior to the completion of the full year of employment.
2. The Executive shall serve the Company as its Senior Vice President - Electric Customer Service. During the
term of this Agreement, the Executive shall, except during vacation or sick leave, devote the whole of the
Executive's time, attention and skill during usual business hours (and outside those hours when reasonably
necessary to the Executive's duties hereunder); faithfully and diligently perform such duties and exercise such
powers as may be from time to time assigned to or vested in the Executive by the Company's Board of Directors
(the "Board") or by any officer of the Company superior to the Executive; obey the directions of the Board and
of any officer of the Company superior to the Executive; and use the Executive's best efforts to promote the
interests of the Company. The Executive may be required in
pursuance of the Executive's duties hereunder to perform services for any company controlling, controlled by or
under common control with the Company (such companies hereinafter collectively called "Affiliates") and to
accept such offices in any Affiliates as the Board m