Exhibit No. 10-28
AGREEMENT FOR CONSULTING SERVICES BETWEEN
NIAGARA MOHAWK POWER CORPORATION
AND WILLIAM J. DONLON
THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") effective July 15, 1993, is between
NIAGARA MOHAWK POWER CORPORATION, a corporation organized under the laws of the State of
New York and having its offices and principal place of business at 300 Erie Boulevard West, Syracuse, New
York 13202 ("NMPC"), and William J. Donlon, residing at 4824 Cavalry Green Drive, Manlius, New York
13104 ("Consultant") (collectively referred to herein as the "Parties").
NOW THEREFORE, the Parties, in consideration of the terms, conditions and mutual covenants hereinafter set
forth, hereby agree as follows:
ARTICLE 1 - DESCRIPTION OF AGREEMENT
1.1 Entire Agreement. This Agreement sets forth the full and complete understanding of the parties regarding the
Work to be performed by the Consultant for NMPC and supersedes all previous understandings, written or oral,
which may have existed relating to the Work.
1.2 Priorities Clause. All component parts of the Agreement are intended to be complementary. The Agreement
consists of the following parts, which, in the event of conflict between them, are listed in descending order of
(1) Agreement Amendments.
(3) Agreement Appendices. Proposals, except as specifically referenced in the Agreement, are not component
parts of the Agreement.
ARTICLE 2 - CONTRACTUAL RELATIONS
2.1 Independent Contractor. Consultant shall be an independent contractor with respect to the Work to be
Neither Consultant nor subcontractors, nor the employees of either, shall be deemed to be the servants,
employees or agents of NMPC.
2.2 Third-Party Beneficiaries. Except as specifically and solely provided in this Agreement, no person shall have
any rights or interest, direct or indirect, in the Agreement and the services and products to be provided
hereunder. The Parties specifically disclaim any intent to create right