Exhibit 10 FIRST AMENDMENT TO EMPLOYEE INVENTION AND CONFIDENTIALITY AGREEMENT THIS FIRST AMENDMENT (the "First Amendment") dated as of the 1st day of July, 1997, is made and entered into by and between NEW YORK STATE ELECTRIC & GAS CORPORATION (the...

                                                                      Exhibit 10

                               FIRST AMENDMENT TO
                EMPLOYEE INVENTION AND CONFIDENTIALITY AGREEMENT

      THIS FIRST AMENDMENT (the "First Amendment") dated as of the 1st day of
July, 1997, is made and entered into by and between NEW YORK STATE ELECTRIC &
GAS CORPORATION (the "Company") and _______________ ("me" or "I") to that
agreement between the Company and me dated as of the 28th day of May, 1997
titled the "EMPLOYEE INVENTION AND CONFIDENTIALITY AGREEMENT, EXISTING
EXECUTIVE" (the "Agreement").

      WHEREAS, the Company and I entered into the Agreement, effective as of May
28, 1997; and

      WHEREAS, the Company and I wish to amend the Agreement as provided below;

      NOW, THEREFORE, in consideration of my continued employment with the
Company and other good and valuable consideration described herein, the Company
and I do hereby amend the Agreement as follows:

      (A) Section 9 of the Agreement is amended to delete the last sentence as
follows:

            "Further, I agree that the Company may modify the Territory, upon
            advance notice to me, in response to changes in the Company's
            business or as my duties and responsibilities change or evolve."

      (B) Section 10.3.1 of the Agreement is amended to add the following
paragraph immediately following the first paragraph:

            "The Company will pay premiums and other payments required for
            continuation coverage, in accordance with the Consolidated Omnibus
            Budget Reconciliation Act of 1985, as amended (hereinafter "COBRA")
            for the duration of the Severance Period and Special Severance
            Period. Thereafter, premiums and other payments required for any
            further continuation coverage, in accordance with COBRA, shall be my
            sole reponsibility."

      (C) All other terms and conditions of the Agreement remain unchanged. This
Amendment will be effective as of the date first set forth above.

      WITNESS our hands this ________ day of July, 1997, at Binghamton, New
York.

                                          NEW YORK STATE ELECTRIC &
                                          GAS CORPORATION


-----------------------------             By:
      EXECUTIVE                              --------------------------------
                                             Title:  Vice President & Secretary