[FORM OF PROXY]
VOTE BY TELEPHONE
Have your proxy card available when you call
the Toll-Free number 1-800-250-9081 using a
touch-tone telephone. You will be prompted
to enter your Control Number. Please follow
the simple prompts that will be presented to
you to record your vote.
VOTE BY INTERNET
Have your proxy card available when you
access the website http://www.votefast.com.
You will be prompted to enter your Control
Number. Please follow the simple prompts
that will be presented to you to record your
vote.
VOTE BY MAIL
Please mark, sign and date your proxy card
and return it in the postage-paid envelope
provided or return it to: Corporate Election
Services, P.O. Box 3200, Pittsburgh, PA
15230.
Vote by Telephone Vote by Internet Vote by Mail
all Toll-Free using a Access the Website and Return your proxy
Touch-Tone phone: Cast your vote: in the Postage-paid
1-800-250-9081 http://www.votefast.com envelope provided
Vote 24 hours a day, 7 days a week!
Your telephone or internet vote must be received by 11:59 p.m. eastern
daylight time on Monday, May 14, 2001 to be counted in the final tabulation.
If you vote by telephone or internet, please do not send your proxy by mail.
YOUR CONTROL NUMBER IS: ________________
Proxy must be signed and dated below.
Please fold and detach card at perforation before mailing.
NIAGARA MOHAWK HOLDINGS, INC. PROXY
The Board of Directors recommends a vote FOR the nominees listed.
1. Election of Directors to Class I:
Nominees: Salvatore H. Alfiero Albert J. Budney, Jr. Robert L. Culver
Dr. Bonnie G. Hill Clark A. Johnson
___FOR all nominees listed above ___ WITHHOLD authority to vote for
(except as marked to the contrary below) all nominees listed above
___ FOR all except
To withhold authority to vote for any individual nominee, mark "FOR all except"
and write that nominee's name on the line below.
2. To transact such other business as may properly come before the meeting.
___Please check this box if you plan to attend the Annual Meeting.
-------------------------------------
Signature Date
-------------------------------------
Signature (Joint Owners) Date
Please sign exactly as shown hereon.
When signing as a fiduciary or on
behalf of a corporation, bank, trust
company or other similar entity, your
title or capacity should be shown.
ADMISSION CARD
Niagara Mohawk Holdings, Inc.
Annual Meeting of Shareholders
May 15, 2001 - 10:30 a.m.
Please bring this card to the Annual Meeting
It will expedite your admittance when presented upon arrival.
___ Company employee
___ Company retiree
___ Invited guest representing: __________________________
(Company, organization, etc.)
Adam's Mark Buffalo Niagara, 120 Church Street, Buffalo, New York 14202
PLEASE FOLD AND DETACH HERE
PLEASE FOLD AND DETACH HERE
NIAGARA MOHAWK HOLDINGS, INC.
300 Erie Boulevard West, Syracuse, New York 13202
The undersigned hereby appoints William F. Allyn, William E. Davis,
Dr. Patti McGill Peterson and Stephen B. Schwartz, and each or any of them,
proxies of the undersigned, with full power of substitution, to represent and
to vote as designated on the reverse side and on any other business that may
come before the meeting, all the shares of Common Stock of the Corporation
held of record by the undersigned on March 19, 2001 at the Annual Meeting of
Shareholders to be held on May 15, 2001 and at any adjournment(s) thereof.
Said proxies are instructed to vote as indicated by the undersigned, and in
such proxies' discretion on any other business that may come before the
meeting. If no instructions are given, said proxies will vote FOR the nominees
listed.
If voting by mail, please date, sign exactly as your name appears on the form
and mail the proxy promptly. When signing as an attorney, executor,
administrator, trustee or guardian, please give your full title as such. If
shares are held jointly, both owners should sign.
Continued and To Be Voted and Signed on Reverse Side
