EXHIBIT NO. 10-3
OUTSIDE DIRECTOR DEFERRED STOCK UNIT PLAN
This sets forth Amendment 2 to the Niagara Mohawk Outside Director Deferred Stock Unit Plan, as amended and restated
effective as of August 25, 1998 (“Plan”). This Amendment shall be effective as of September 27, 2000.
1. The amounts of $15,000 and $17,000 in Section 4.2, paragraph (a) (i) shall be changed to $25,000 and $27,000 respectively.
2. The amount of $5,000 in the second sentence of Section 4.2, paragraph (a) shall be changed to $15,000.
3. The second sentence of the first paragraph in Article 5 shall be restated as follows:
4. Paragraphs (1), (2), (3) and (4) of Article 6.1 shall be changed to (a), (b), (c) and (d) respectively.
5. Paragraph (c) of Article 6.1 shall be amended in its entirety to read as follows:
6. The Plan is further amended with the addition of Articles 6.2 and 6.3, stated as follows:
Notwithstanding the foregoing, all DSUs will become payable in a lump sum in cash immediately upon a Change in Control
as defined in Article 6.1, based on the change in control price (as defined in Article 6.3), unless the Participant makes a
timely election in accordance with Article 6.2.
The consummation of a reorganization, merger or consolidation involving the Company that requires the approval
of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction), in
each case, unless, immediately following such reorganization, merger or consolidation, (i) more than 75% of, the
then outstanding shares of common stock of (A) the corporation resulting from such reorganization, merger or
consolidation (the “Surviving Corporation”) or (B) if applicable, the ultimate parent corporation that directly or
indirectly has beneficial ownership of at least 95% of the outstanding shares of common stock of the surviving
corporation (the “Parent Corporation”) and more than 75% of the