Exhibit 15
SECOND AMENDMENT
TO EMPLOYEE BENEFIT TRUST AGREEMENT
Second Amendment to Employee Benefit Trust Agreement dated as of the
9th day of September, 1996 (the "Second Amendment") by and between New York
State Electric & Gas Corporation (the "Corporation") and Bankers Trust Company,
a New York Banking Corporation, as Trustee ("Trustee") amending certain
provisions of the Employee Benefit Trust Agreement, dated as of July 1, 1994, as
amended, (the "Trust Agreement") by and between the Corporation and the Trustee.
WHEREAS, the Employment Agreement, dated January 19, 1994, as
amended, previously entered into between the Corporation and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇ Employment Agreement") terminated on September 9, 1996.
WHEREAS, the Corporation has entered into an Employment Agreement,
dated August 7, 1996, with ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ("▇▇▇ ▇▇▇▇▇▇ Employment
Agreement") which provides in Section 10 thereof for certain payments to be made
by the Corporation to ▇▇. ▇▇▇ ▇▇▇▇▇▇ in the event of certain terminations of his
employment.
WHEREAS, the parties hereto wish to amend the Trust Agreement to
reflect the termination of the ▇▇▇▇▇▇▇ Employment Agreement and the entering
into by the Corporation of the ▇▇▇ ▇▇▇▇▇▇ Employment Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The fifth WHEREAS clause of the Trust Agreement is hereby amended
to read in its entirety as follows:
"WHEREAS, the Corporation has entered into an Employment Agreement
dated August 7, 1996 with ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ (hereinafter, the
"▇▇▇ ▇▇▇▇▇▇ Employment Agreement"), which provides in Section
10.1(A) thereof for certain severance payments to be made by the
Corporation to ▇▇. ▇▇▇ ▇▇▇▇▇▇ in the event of certain terminations
of his employment (such severance payments, as grossed up pursuant
to Section 10.2 of the ▇▇▇ ▇▇▇▇▇▇ Employment Agreement, are
hereinafter referred to as the "▇▇▇ ▇▇▇▇▇▇ Severance Benefits");and"
2. The sixth WHEREAS clause of the Trust Agreement is hereby amended
by deleting the phrase "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Benefits" and inserting in
its place the phrase "▇▇▇ ▇▇▇▇▇▇ Severance Benefits".
3. The seventh WHEREAS clause of the Trust Agreement is hereby
amended by deleting the phrase "▇▇▇▇▇▇▇ Employment Agreement" and
inserting in its place the phrase "▇▇▇ ▇▇▇▇▇▇ Employment Agreement".
4. The first sentence of Section 6.1 of the Trust Agreement is
hereby amended by deleting the phrase "▇▇▇▇▇▇▇ Employment Agreement"
and inserting in its place the phrase "▇▇▇ ▇▇▇▇▇▇ Employment
Agreement".
5. The third sentence of Section 6.1 of the Trust Agreement is
hereby amended by deleting the parenthetical "(or the ▇▇▇▇▇▇▇
Employment Agreement, in the case of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇)" and
inserting in its place the parenthetical "(or the ▇▇▇ ▇▇▇▇▇▇
Employment Agreement, in the case of ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇)".
6. This Second Amendment is effective as of the date first above
written.
7. Except as expressly modified hereby, the terms and provisions of
the Trust Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by their respective duly authorized
representatives as of the date first above written.
NEW YORK STATE ELECTRIC & BANKERS TRUST COMPANY
GAS CORPORATION
By: By:
------------------------- ------------------------