NIAGARA MOHAWK POWER CORPORATION
OFFICER LONG TERM INCENTIVE PLAN
Article 1. Establishment, Purpose and Duration
1.1 Establishment of the Plan. Niagara Mohawk Power Corporation, a New York corporation (hereinafter
referred to as the " Company " ), hereby establishes an incentive compensation plan to be known as the "Niagara
Mohawk Power Corporation Officer Long Term Incentive Plan" (hereinafter referred to as the "Plan"), as set
forth in this document. The Plan permits the grant of SAR's, Stock Units and Dividend Equivalents, as defined
The Plan shall become effective as of September 25, 1996 (the "Effective Date") and shall remain in effect as
provided in Section 1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the
Company through the retention and continued motivation of Participants, focusing their efforts toward the
execution of business strategies directed toward improving financial returns to shareholders.
1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein, 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 September 24, 2006. The applicable terms of the Plan and any terms and conditions
applicable to SARs or Stock Units, 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 or Stock Units.
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 to a Participant under the Plan.
2.3 "Base Value" of an SAR shall have th