EXHIBIT 10-41
November 8, 1994
Mr. Michael I. German
1135 Basil Road
McLean, Virginia 22101
Dear Mike:
I am pleased to confirm our offer to you made on November 4,
1994 to join the NYSEG Executive Team as Senior Vice President in
charge of our Gas Business Unit. Our offer will remain open
until the close of business on November 17, 1994, and your
written response as soon as possible would be appreciated. As we
discussed, you would commence your duties at NYSEG no later than
Monday, December 5, 1994. This offer and your acceptance are
subject to the affirmative action of our Board of Directors in
accordance with the Company's by-laws.
Essentially, your main task will be to execute our preferred
corporate strategy for the gas business which focuses both on
significantly growing the business and improving the unit's
profitability during the next decade. Consistent with our
overall corporate strategy, you will report to me directly and be
a member of the Office of the Chairman. Your starting salary
will be $200,000 per year. This compensation along with all
executive compensation, is reviewed on an annual basis with the
next scheduled review occurring during April 1995.
In addition, upon becoming a NYSEG officer you will be
eligible to participate in our Executive Incentive Compensation
Plan in accordance with the terms of that Plan. You will further
be eligible for all normal benefits, in accordance with the
requirements of the various benefit plans that are provided to
NYSEG Senior Vice Presidents. We will also reimburse you for
relocation expenses to Binghamton in accordance with our
Relocation Policy. Our overall offer is contingent upon your
satisfactory completion of a job related pre-employment physical.
Finally, in view of your senior status, we agree to
supplement, pursuant to a supplemental plan any benefit you would
receive under our pension plan. For purposes of computing your
pension benefit we will credit you with the equivalent of two
years of service for each year actually worked at NYSEG for the
first five years of employment, providing that you serve at least
five years. Any pension benefit accruing to you outside of our
qualified plan would be paid pursuant to the supplemental plan.
Should your service with NYSEG conclude prior to the expiration
of the full five years, you would be governed by the provisions
of our standard pension plan which provides for 100% cliff
vesting after five years of service.
Mr. Michael I. German - 2 - November 8, 1994
We very much look forward to your joining the NYSEG
management team and to the outstanding contribution that you will
make to achieving our NYSEG 2000 goals for the Gas Business Unit.
I personally look forward to working with you on this mission and
pledge my full support to you in accomplishing these vital
corporate goals. Upon learning of your acceptance of this
preliminary offer, I will present this proposal to the NYSEG
Board of Directors at their next scheduled meeting on November
18, 1994 for their approval.
Sincerely,
Jim Carrigg
JAC:ed
American Gas 1515 Wilson Boulevard, Arlington VA 22209
Association Telephone (703) 841-8400
November 14, 1994
Mr. James Carrigg
Chairman, President and CEO
New York State Electric & Gas Corp.
4500 Vestal Parkway East
P.O. Box 3607
Binghamton, NY 13902-3607
Dear Jim:
I am happy to accept NYSEG's offer as outlined in your November
8, 1994 letter. I am looking forward to joining the NYSEG
Executive Team as Senior Vice President for the Gas Business
Unit.
As we have discussed, the opportunities faced by the Gas Business
Unit are both extraordinary and challenging. I am anxious to
start working with you and the NYSEG team in making the
opportunities happen. Russ Fleming put together a first rate
team in the Gas Business Unit and I will strive to carry on his
efforts to ensure that the Gas Business Unit achieves its
mission.
Per your suggestion, I will be in Ithaca on November 18, 1994 for
the NYSEG Board meeting. I will commence my responsibilities at
NYSEG on December 5, 1994.
Thank you.
Sincerely,
Michael I. German