Exhibit 10-52
FIRST AMENDMENT TO SEVERANCE AGREEMENT
THIS FIRST AMENDMENT TO SEVERANCE AGREEMENT ("First
Amendment") dated as of the 1st day of January, 1996, is made and
entered into by and between New York State Electric & Gas
Corporation, a New York corporation (the "Company") and
("Executive") amending certain provisions of the
Severance Agreement, dated as of ,
("Severance Agreement") by and between the Company and Executive.
WHEREAS, the Company has, effective January 1, 1996, adopted
i) an Annual Executive Incentive Plan which replaces the
Company's Annual Executive Incentive Compensation Plan, and ii) a
Long Term Executive Incentive Share Plan which replaces the
Company's Performance Share Plan; and
WHEREAS, the parties hereto wish to amend the Severance
Agreement to reflect the new incentive compensation plans adopted
by the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 6.1 (A)(ii) of the Severance
Agreement is hereby amended to read in its entirety as
follows:
(ii) the higher of (x) the amount paid to the
Executive pursuant to the Company's Annual
Executive Incentive Compensation Plan, Annual
Executive Incentive Plan, or any successor plan,
as the case may be, in the fiscal year preceding
that in which the Date of Termination occurs, or
(y) the average amount so paid in the three
fiscal years preceding that in which the Change
in Control occurs.
2. Section 6.1 (B) of the Severance Agreement is
hereby amended to read in its entirety as follows:
(B) Notwithstanding any provision of the
Company's Annual Executive Incentive
Compensation Plan or Annual Executive
Incentive Plan (but provided that there shall
be no duplication of the benefits under such
plans), the Company shall pay to the Executive
a lump sum amount, in cash, equal to the sum
of (i) any incentive compensation which has
been allocated or awarded to the Executive for
a completed fiscal year preceding the Date of
Termination under the Annual Executive
Incentive Compensation Plan or the Annual
Executive Incentive Plan, as the case may be,
but has not yet been either (x) paid (pursuant
to Section 5.2 hereof or otherwise) or (y)
deferred pursuant to the Deferred Compensation
Plan for Salaried Employees, and (ii) a pro
rata portion to the Date of Termination of the
aggregate value of any contingent incentive
compensation award to the Executive for any
uncompleted fiscal year under the Annual
Executive Incentive Plan calculated as to each
such award by assuming the Target Performance
goals of such plan have been met;
3. Section 15 (N)(V) of the Severance Agreement is
hereby amended by substituting "Annual Executive
Incentive Plan" for "Annual Executive Incentive
Compensation Plan" and "Long Term Executive Incentive
Share Plan" for "Performance Share Plan."
4. Except as expressly modified hereby, the terms and
provisions of the Severance Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the parties have caused this First
Amendment to be duly executed and delivered by their respective
duly authorized representatives as of the date first above
written.
NEW YORK STATE ELECTRIC
& GAS CORPORATION
By:________________________ ___________________________
Name: [Executive]
Title:
