AMENDMENT TO EMPLOYMENT AGREEMENT
Agreement made as of the 27th day of September, 2000, between NIAGARA MOHAWK POWER
CORPORATION (the “Company”) and [INSERT NAME] (the “Executive”).
WHEREAS, the Company and the Executive have entered into an Agreement made as of [DATE] (the
“Employment Agreement”) with respect to the terms and conditions of the Executive’s employment; and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement in certain respects:
NOW, THEREFORE, the Company and the Executive hereby agree that the Employment Agreement is
amended in the following respects:
1. Paragraph 1 is amended by amending the last sentence thereof to read as follows:
Notwithstanding any such notice by the Company and Holdings, this Agreement shall remain in effect for a period
of thirty-six months from the date of a Change in Control or, if longer, for a period of thirty-six months after the
consummation of the transaction approved by the Company’s shareholders which is a Change in Control
pursuant to Subparagraph (3) of Schedule B, unless such notice was given at least eighteen months prior to the
date of the Change in Control.
2. Paragraph 4d is amended by amending the first sentence thereof to read as follows:
If any of the following events, any of which shall constitute “Good Reason,” occurs within thirty-six months after a
Change in Control, or, if later, within thirty-six months after the consummation of the transaction approved by the
Company’s shareholders which is a Change in Control pursuant to Subparagraph (3) of Schedule B, the
Executive, by notice of the Company, may voluntarily terminate the Executive’s employment for Good Reason
within ninety (90) days after the Executive both (i) has or should have had knowledge of conduct or an event
allegedly constituting Good Reason, and (ii) has reason to believe that such conduct or event could be grounds
for Good Reason.
3. Paragraph 4g is amended by amending the first sent