EXHIBIT NO. 10-4
NIAGARA MOHAWK CEO SPECIAL AWARD PLAN
Article 1. Establishment, Purpose and Duration
1.1 Establishment of the Plan . Niagara Mohawk Power Corporation, a New York corporation, established a special award
plan, known as the “Niagara Mohawk Power Corporation CEO Special Award Plan.” The plan was amended and restated
effective as of June 10, 1997 (“Effective Date”). Effective as of January 1, 1999, the name of the plan was changed to the
“Niagara Mohawk CEO Special Award Plan” (“Plan”).
1.2 Purpose of the Plan . The purpose of the Plan is to promote the success and enhance the value of the Company through
awards to Participants which recognize contributions to a successful initiative which results in a major positive impact on the
1.3 Duration of the Plan . The amendment and restatement of the Plan shall commence on the Effective Date and shall remain
in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article 14 herein, until
June 9, 2007. The applicable terms of the Plan and any terms and conditions applicable to any Awards, including any deferral
elections, granted prior to such date shall survive the termination of the Plan.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended,
the initial letter of the word is capitalized:
2.1 “ Award ” means, individually or collectively, a grant under the Plan of SARs, Stock Units or cash.
2.2 “ Award Agreement ” means an agreement entered into by each Participant and the Company setting forth the terms and
provisions applicable to an Award granted under the Plan.
2.3 “ Base Value .” The Base Value of an SAR shall equal the Fair Market Value of a Share determined for the 12 trading day
period immediately preceding the date of the grant, or for such other period as the Compensation Committee, in its sole
discretion, shall determine at the time of g