Agreement made as of the 1st day of July, 1996, between NIAGARA MOHAWK POWER CORPORATION
(the "Company"), and Darlene D. Kerr (the "Executive").
WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept/continue
employment with the Company, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the
Company and the Executive hereby agree as follows:
1. Term of Agreement. The Company shall employ the Executive, and the Executive shall serve the Company, for
the period beginning July 1, 1996 and expiring on June 30, 1999, subject to earlier termination as provided under
paragraph 4 hereof. This Agreement shall be extended automatically by one year commencing on July 1, 1997
and on July 1st of each year thereafter, unless either party notifies the other to the contrary not later than sixty
(60) days prior to such date. Notwithstanding any such notice by the Company, this Agreement shall remain in
effect for a period of thirty-six months from the date of a "Change in Control" (as that term is defined in Schedule
B hereto, unless such notice was given at least 18 months prior to the date of the Change in Control).
2. Duties. The Executive shall serve the Company as its Senior Vice President - Energy Distribution. During the
term of this Agreement, the Executive shall, except during vacation or sick leave, devote the whole of the
Executive's time, attention and skill to the business of the Company during usual business hours (and outside
those hours when reasonably necessary to the Executive's duties hereunder); faithfully and diligently perform such
duties and exercise such powers as may be from time to time assigned to or vested in the Executive by the
Company's Board of Directors (the "Board") or by any officer of the Company superior to the Executive; obey
the directions of the Board and of any officer of the Company superior to the E