EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of NIAGARA MOHAWK POWER CORPORATION (the "Corporation") hereby constitutes and appoints GARY J. LAVINE, PAUL J. KALETA, STEVEN W. TASKER, ARTHUR W. ROOS and JOHN W. POWERS, and each of them singly, the true and lawful agents and attorneys-in-fact of the undersigned with full power of substitution and resubstitution and with full power and authority in said agents and attorneys-in-fact, and in any one of them, to sign for the undersigned and in his name, place or stead in any and all capacities indicated below, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of up to 5,000,000 shares of the Corporation's Common Stock, $1 par value, and to sign any and all pre-effective amendments or post-effective amendments to such Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said agents and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said agents and attorneys-in-fact or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue thereof. Signature Title Date - ------------------------------ ----------------------- ---------------- /s/ William F. Allyn Director July 25, 1996 William F. Allyn /s/ Albert J. Budney, Jr. Director, President July 25, 1996 Albert J. Budney, Jr. and Chief Operating Officer /s/ Lawrence Burkhardt, III Director July 25, 1996 Lawrence Burkhardt, III /s/ Douglas M. Costle Director July 25, 1996 Douglas M. Costle /s/ Edmund M. Davis Director July 25, 1996 Edmund M. Davis /s/ William E. Davis Chairman of the July 25, 1996 William E. Davis Board of Directors and Chief Executive Officer /s/ William J. Donlon Director July 25, 1996 William J. Donlon /s/ Anthony H. Gioia Director July 25, 1996 Anthony H. Gioia /s/ Bonnie Guiton Hill Director July 25, 1996 Bonnie Guiton Hill /s/ H. Eugene Lockhart Director July 25, 1996 H. Eugene Lockhart _________________________ Director July 25, 1996 Henry A. Panasci, Jr. _________________________ Director July 25, 1996 Patti McGill Peterson /s/ Donald B. Riefler Director July 25, 1996 Donald B. Riefler /s/ Stephen B. Schwartz Director July 25, 1996 Stephen B. Schwartz /s/ John G. Wick Director July 25, 1996 John G. Wick /s/ John W. Powers Senior Vice July 25, 1996 John W. Powers President and Principal Financial Officer /s/ Steven W. Tasker Vice President- July 25, 1996 Steven W. Tasker Controller and Principal Accounting Officer