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                                                                EXHIBIT 10.1.2.1

                             THE CONSOLIDATED EDISON


                                 RETIREMENT PLAN


                         EFFECTIVE AS OF JANUARY 1, 2001

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                     THE CONSOLIDATED EDISON RETIREMENT PLAN

                                  INTRODUCTION

        Effective August 1, 1975, Consolidated Edison Company of New York, Inc.
("CECONY") adopted The Consolidated Edison Pension and Benefits Plan (the
"Weekly Plan") to provide retirement benefits to its employees and their
eligible surviving spouses. Effective January 1, 1983, CECONY adopted The
Consolidated Edison Retirement Plan for Management Employees (the "Management
Plan"), which established the bases upon which certain benefits, including
benefits for service prior to January 1, 1983, would be provided to employees of
CECONY on the management payroll of CECONY on or after December 31, 1982, to
employees who retired prior to that date as management employees and to eligible
surviving spouses of such management employees. Effective January 1, 1983,
CECONY amended the Weekly Plan, which had theretofore included as participants
the employees to be covered by the Management Plan, to avoid duplication of
benefits and coverage. The Management Plan and the Weekly Plan, as amended, made
provision for employees who transferred from the management to the weekly
payroll, and vice versa.

        The Management Plan and the Weekly Plan were subsequently amended and/or
restated from time to time.

        Effective January 1, 1998, Consolidated Edison, Inc. ("CEI"), a holding
company, was formed, and CECONY became its wholly-owned subsidiary. From time to
time, wholly-owned affiliates were formed, which became members of the same

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controlled group of which CEI is a member. In July 1999, CEI acquired Orange and
Rockland Utilities, Inc. ("O&R"), which became a wholly-owned subsidiary of CEI.

        Effective January 1, 2001, the Weekly Plan is being amended and renamed
the Consolidated Edison Retirement Plan (the "Plan") to take into account, among
other things, the impact the formation of the new controlled group has on the
Plan; namely, that CEI is referred to throughout and serves as the Company,
CECONY is the Plan Sponsor and an Employer and certain affiliates are, or will
become, Participating Employers. Furthermore, effective January 1, 2001, the
Management Plan and the Employees' Retirement Plan of Orange and Rockland
Utilities, Inc. are being merged into the Plan as a single plan, as that term is
defined in the Internal Revenue Code of 1986, as amended, (the "Code")
Section 414(l).

        The Plan takes into account:

   (a)  the transfers, from time to time, of CECONY employees to O&R and vice
versa;

   (b)  the acquisition of certain power generation facilities of Western
Massachusetts Electric Company by Consolidated Edison Energy Massachusetts, Inc.
and the participation of certain employees of Consolidated Edison Energy
Massachusetts, Inc. in the Plan;

   (c)  the divestiture of CECONY's fossil fueled electricity generation
facilities in New York City and certain rights and entitlements afforded those
employees who transferred directly to the buyers of the divested generation
facilities;

   (d)  benefit formulas of the merged plans that take into account the
provision of the collective bargaining agreements effective June 25, 2000,
between CECONY and Local 1-2, Utility Workers Union of America, AFL-CIO,
effective June 1, 2000, between O&R

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and Local 503, International Brotherhood of Electrical Workers, AFL-CIO, and
effective June 24, 2001, between CECONY and Local 3, International Brotherhood
of Electrical Workers, AFL-CIO; and

   (e)  a special increase in Pension Allowance, effective April 1, 2001, for
certain CECONY Participants and their surviving spouses.
Each provision has its own effective date that is stated in the Plan.

        Except as otherwise specifically provided herein, the rights and
benefits of any Participant who retires or whose employment is terminated are
determined in accordance with the provisions of the Plan as in effect and
operative at the time of such retirement or termination.

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                                    ARTICLE I

                                   DEFINITIONS

1.01    ACCREDITED SERVICE means service recognized for purposes of computing
the amount of any Pension Allowance and is determined as provided in Section
3.02. Effective January 1, 2001, wherever the term "Accredited Service" appears,
"Accredited Service" also means "Credited Service" as that term is applied to
determine a benefit for an O&R Participant. For an O&R Participant, a Year of
Credited Service is a Year of Vesting Service during the period of Plan
participation.

1.02    ACCUMULATED CONTRIBUTIONS means the sum of an O&R Participant's
contributions to the O&R Plan plus interest at the rate per annum, compounded
annually, of 2 1/2 per centum prior to January 1, 1963; 3 per centum after
December 31, 1962, and prior to January 1, 1976; 5 per centum after December 31,
1975, and prior to January 1, 1981; 6 per centum after December 31, 1980, and
prior to January 1, 1986; 7 per centum after December 31, 1985, and prior to
January 1, 1988, and after December 31, 1987, the interest rate determined
pursuant to the provisions of Code Section 411(c)(2)(C) as in effect from time
to time thereafter.

1.03    ACTUARIAL EQUIVALENT means equivalent value determined on the basis of
the applicable factors set forth in Appendix A, Section A-1 for CECONY
Participants, in Appendix A, Section A-2 for O&R Participants, and in Appendix
A, Section A-3 for CEI Participants, except as otherwise specified in the Plan.

1.04    ADJUSTED IRS INTEREST RATE means, for a CECONY Participant, the rate of
interest used in conjunction with the IRS Interest Rate in the calculation of
the present

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value of benefits, to take account of prospective cost of living adjustments,
pursuant to Section 11.02, which shall be determined by:

   (a)  dividing the IRS Interest Rate, as determined for a Participant's
Annuity Starting Date, by 100;

   (b)  adding 1.0000 to the amount determined under (a);

   (c)  dividing the amount determined in (b) by the lesser of (x) the sum of
(A) 0.9694, plus (B) the product of 0.7194 and the amount determined in (a), or
(y) 1.0300;

   (d)  subtracting 1.0000 from the amount determined in (c); and

   (e)  multiplying the amount determined in (d) by 100, provided, however, that
in no event shall the Adjusted IRS Interest Rate exceed the IRS Interest Rate as
of any date of determination.

1.05    AFFILIATE means any company which is a member of a controlled group of
corporations (as defined in Code Section 414(b)), which also includes as a
member the Company, any trade or business under common control (as defined in
Code Section 414(c)), with the Company, any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
Code Section 414(m)), which includes the Company, and any other entity required
to be aggregated with the Company pursuant to regulations under Code Section
414(o). Notwithstanding the foregoing sentence, for purposes of determining the
Maximum Benefit Limitation, as provided in Section 4.09 of the Plan, the
definitions in Code Sections 414(b) and (c) shall be modified as provided in
Code Section 415(h).

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1.06    ANNUAL BASIC STRAIGHT-TIME COMPENSATION means:

   (a)  for a CECONY Weekly Employee, his or her regular stated rate of pay in
his or her last pay period in each calendar year, determined prior to any
Pre-Tax Contributions, on which overtime and other premium payments are based,
and, except as set forth in the definition of Final Average Pay, shall not
include premium, overtime payments, or similar payments. In the case of an
hourly-paid CECONY Weekly Employee, Annual Basic Straight-Time Compensation will
be determined by multiplying the CECONY Weekly Employee's hourly rate by his or
her regular weekly schedule of hours multiplied by fifty-two (52); and

   (b)  for a CECONY Management Participant and a CECONY Transferred
Participant, his or her regular stated annual rate of salary in his or her last
pay period in each calendar year, determined prior to any Pre-Tax Contributions,
excluding premium pay, overtime pay, payments under deferred compensation,
incentive, or other Employer benefit or compensation plans, and all other forms
of special pay.

1.07    ANNUAL COMPENSATION means:

   (a)  for a CECONY Weekly Employee, his or her Annual Basic Straight-Time
Compensation;

   (b)  for a CECONY Management Participant and a CECONY Transferred
Participant, for Plan Years commencing prior to January 1, 1999, his or her
Annual Basic Straight-Time Compensation;

   (c)  for a CECONY Management Participant, a CECONY Transferred Participant,
and a CEI Participant, for Plan Years commencing on and after January 1, 1999,
the sum of his or her Annual Basic Straight-Time Compensation and Annual
Variable Pay Award;

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   (d)  for an O&R Management Employee, his or her Annual O&R Management
Compensation; and

   (e)  for an O&R Hourly Employee, his or her Annual Rate of Compensation.

        Commencing with the Plan Year beginning in 1994, Annual Compensation
taken into account for any purpose under the Plan, including the determination
of Final Average Salary and Final Average Pay, shall not exceed $150,000, or for
Plan Years on and after 2002, $200,000 (as adjusted from time to time by the
Secretary of the Treasury in accordance with Code Section 401(a)(17)(B)).
Effective January 1, 1997, the compensation limit shall be applied without
regard to the family aggregation provisions of Code Section 414(q)(6), as in
effect prior to amendment by the Small Business Job Protection Act of 1996, in
determining benefit accruals for Plan Years beginning on and after January 1,
1997, and, to the extent permissible under the IRS rules or regulations, for any
earlier Plan Year.

1.08    ANNUAL O&R MANAGEMENT COMPENSATION means the regular remuneration paid
to an O&R Management Employee on the basis of his or her regular workweek,
determined prior to any Pre-Tax Contributions, and any awards paid to such O&R
Management Employee after January 1, 1997, under the Orange and Rockland
Utilities, Inc. Annual Team Incentive Plan ("ATIP") (such ATIP awards shall be
credited to Annual O&R Management Compensation in the year in which paid).
Annual O&R Management Compensation excludes any bonuses (other than ATIP
awards), overtime, or other special pay and O&R's cost for any public or private
employee benefit plan including the Plan. An O&R Management Employee receiving
credit for Vesting Service and Credited Service on the basis of receipt of
long-term disability benefits under the

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plan of such benefits sponsored by O&R shall be credited with Annual O&R
Management Compensation for that period at the same rate he or she had been
receiving when last actively at work. Notwithstanding anything to the contrary
in this definition: (i) ATIP awards will only be considered as Annual O&R
Management Compensation if paid in a year in which the O&R Management Employee
is on the active payroll of the Company or an Affiliate; (ii) if the final day
on which an O&R Management Employee is on such active payroll is prior to the
ATIP award payment date in the year which contains such final day on the active
payroll, the ATIP award paid to such O&R Management Employee in such year shall
be deemed to have been received during his or her Credited Service for the
purpose of determining his or her Pension Allowance; and (iii) when determining
an O&R Management Employee's rate of Annual O&R Management Compensation as of a
particular date for the purpose of determining his or her deemed Annual O&R
Management Compensation during a period of deemed Credited Service, the ATIP
component of that Annual O&R Management Compensation rate shall be based upon
the ATIP award paid to the O&R Management Employee in the year which contains
the last date on which such O&R Management Employee is on the active payroll of
the Company or an Affiliate.

1.09    ANNUAL RATE OF COMPENSATION means, for an O&R Hourly Employee paid at an
hourly or weekly rate, the regular remuneration paid to an O&R Hourly Employee
on the basis of his or her regular workweek, determined prior to any Pre-Tax
Contributions, and excluding any bonuses, overtime, or special pay, O&R's cost
for any public or private employee benefit plan including the Plan, for the last
regular work week immediately preceding the date the Annual Rate of Compensation
is being computed multiplied by 52.

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An O&R Hourly Employee receiving credit for Vesting Service and Credited Service
on the basis of receipt of long-term disability benefits under the plan of such
benefits sponsored by O&R shall be credited with Annual O&R Hourly Compensation
for that period at the same rate he or she had been receiving when last actively
at work.

1.10    ANNUAL VARIABLE PAY AWARD means the amount awarded, if any, to a
Participant in a Plan Year under CECONY's variable pay compensation plan or
O&R's ATIP. For an Employer other than CECONY or O&R, Annual Variable Pay Award
means the amount awarded, if any, to a Participant in a Plan Year under the
Employer's short-term incentive compensation plan that has been approved by the
Plan Administrator. Effective November 15, 2001, the amount of any award to be
counted under this Plan for a CECONY Transferred Participant or a CEI
Participant shall not exceed 25% of the Participant's rate of base annual salary
or pay in effect as of January 1 of the Plan Year in which the award is made.
Any awards under a long-term incentive compensation plan shall not be includible
in any "Annual Variable Pay Award." Commissions paid by an Employer also shall
be considered to have been awarded pursuant to a short-term incentive
compensation plan and shall be subject to the overall aggregate limit of 25% of
base annual salary (exclusive of commissions).

1.11    ANNUITY STARTING DATE means, unless the Plan expressly provides
otherwise, the first day of the first period in or for which an amount is due as
an annuity or any other form.

1.12    APPROVED LEAVE OF ABSENCE means, for an O&R Employee, an absence from
employment, granted to and approved by O&R in a uniform and non-discriminatory

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manner; it also means an absence for service in the Armed Forces or other
governmental agency, provided that, and only so long as, reemployment rights are
protected by law.

1.13    BENEFICIARY means the person, persons, or entity named by a Participant
by written designation filed with the Plan Administrator to receive payments
after the Participant's death.

1.14    BOARD means the Board of Trustees of CECONY, as from time to time
constituted, or its delegate.

1.15    BREAK IN SERVICE means a Plan Year in which an Employee completes 500 or
fewer Hours of Service.

1.16    CASH BALANCE ACCOUNT means a hypothetical bookkeeping account to which
is credited the allocations and interest credits on behalf of a CEI Participant
pursuant to Article IV. The benefit attributable to a CEI Participant's Cash
Balance Account payable upon an Annuity Starting Date shall be equal to the Cash
Balance Account at such Annuity Starting Date projected to Normal Retirement
Date at the IRS Interest Rate and discounted back to the Annuity Starting Date
at the IRS Interest Rate and assuming no mortality factor.

1.17    CASH BALANCE SINGLE SUM PAYMENT means a lump sum payment in the amount
of the Participant's Cash Balance Account at the Participant's Annuity Starting
Date.

1.18    CASH OUT means a lump sum distribution of the Actuarial Equivalent of
100% of the Participant's nonforfeitable accrued Pension Allowance, as more
fully described in Section 5.02(b)(4).

1.19    CECONY means the Consolidated Edison Company of New York, Inc., and any
successor by merger, purchase or otherwise.

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1.20    CECONY MANAGEMENT PARTICIPANT means a participant in the CECONY
Management Plan on or before December 31, 2000, a transferred O&R Management
Participant, who by the terms and operation of Appendix C, becomes a CECONY
Management Participant, and an Affected IP Employee (as defined in Appendix J)
hired on or after January 1, 2001, on the management payroll of CECONY and who,
but for this provision, would have been a CEI Participant.

1.21    CECONY MANAGEMENT PLAN means the Consolidated Edison Retirement Plan for
Management Employees, as in effect on December 31, 2000.

1.22    CECONY PARTICIPANT means a CECONY Weekly Participant, a CECONY
Management Participant and a CECONY Transferred Participant. CECONY Participant
also means a former employee and/or retiree of CECONY who, as of December 31,
2000, had a vested right to a Pension Allowance from the CECONY Management Plan
or the CECONY Weekly Plan.

1.23    CECONY RETIREE HEALTH PROGRAM means The Consolidated Edison Retiree
Health Program as from time to time in effect.

1.24    CECONY TRANSFERRED PARTICIPANT means a CECONY Management Participant who
transfers directly, without a break in employment, from the payroll of CECONY to
the payroll of O&R, a CEI Affiliate or another Employer.

1.25    CECONY WEEKLY EMPLOYEE means an Eligible Employee employed by and on the
weekly payroll of CECONY who is a member of the collective bargaining unit
represented by Local 1-2 of the Utility Workers' Union of America, AFL-CIO, or a
member of the collective bargaining unit represented by Local 3 of the
International Brotherhood of Electrical Workers, AFL-CIO.

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1.26    CECONY WEEKLY PARTICIPANT means a CECONY Weekly Employee who was a
participant in the CECONY Weekly Plan or becomes a Participant in this Plan.

1.27    CECONY WEEKLY PLAN means the Consolidated Edison Pension and Benefits
Plan as in effect on December 31, 2000.

1.28    CEI PARTICIPANT means an Eligible Employee of CECONY or O&R, hired on or
after January 1, 2001, who is neither a CECONY Weekly Employee nor an O&R Hourly
Employee nor an Affected IP Employee (as defined in Appendix J). CEI Participant
also means an Eligible Employee of a CEI Affiliate, other than a CECONY
Transferred Participant (without regard to his or her hire date), for whom the
CEI Affiliate has elected to extend participation in the Plan, as set forth in
Appendix B. CEI Participant also means an Eligible Employee of an Affiliate that
becomes an Employer on or after January 1, 2001, and for whom such Employer,
with the consent of CECONY, extends participation.

1.29    CEI AFFILIATE OR CEI AFFILIATES means one, more than one, or all, as the
context indicates, of Consolidated Edison Communications, Inc. ("CEC");
Consolidated Edison Solutions, Inc. ("CES"); Consolidated Edison Energy, Inc.
("CEE"); Consolidated Edison Development, Inc. ("CED") Consolidated Edison
Energy Massachusetts, Inc. ("CEEM"), and CED Operating Company, L.P. ("CEDOC").

1.30    CODE means the Internal Revenue Code of 1986, as amended from time to
time.

1.31    COMPANY means Consolidated Edison, Inc. or any successor by merger,
purchase or otherwise.

1.32    CONSOLIDATED RPA '94 LUMP SUM CONVERSION FACTORS means, effective
January 1, 1997, the table of actuarial factors used to convert an immediate or
deferred

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annuity, determined in accordance with or by reference to Section 4.02, into an
actuarially equivalent lump sum. Such factors shall be based on the IRS
Mortality Table and shall take into account the IRS Interest Rate for the period
prior to a Participant's Normal Retirement Date and the Adjusted IRS Interest
Rate for the period subsequent to the Participant's Normal Retirement Date. The
enrolled actuary shall provide to the Plan Administrator tables of Consolidated
RPA '94 Lump Sum Conversion Factors determined on the basis of the IRS Interest
Rate in effect in each "lookback month" as that term is defined in the
definition of IRS Interest Rate.

1.33    CREDITED SERVICE means each Plan Year in which the O&R Participant has
earned or is credited with a Year of Vesting Service during Plan participation.
Effective on and after January 1, 2001, in this Plan, Credited Service means
Accredited Service.

1.34    DISABILITY means a total and permanent disability, which qualifies the
Participant to receive Social Security disability benefits.

1.35    EFFECTIVE DATE means (i) August 1, 1975, for the CECONY Weekly Plan;
(ii) January 1, 1983, for the CECONY Management Plan; (iii) February 1, 1954,
for the O&R Plan; and (iv) January 1, 2001, for this Plan.

1.36    ELIGIBLE EMPLOYEE means, in the case of CECONY and O&R, an Employee. In
the case of each CEI Affiliate, an Eligible Employee is a CECONY Transferred
Participant and any other Employee to whom such CEI Affiliate has elected or
elects, with the approval of CECONY, to extend participation in the Plan, as set
forth in Appendix B. In the case of any other Employer, an Eligible Employee is
only the person(s) to whom such Employer specifically elects or elected, with
the approval of CECONY, to extend participation in this Plan, as set forth in
Appendix B. An Eligible

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Employee does not mean a person working on a temporary or seasonal basis. An
Eligible Employee is not a Leased Employee or a person who has entered into a
written contract that provides he or she (a) is an independent contractor and
not an Employee and/or (b) waives participation in the Plan. An independent
contractor shall not be eligible to participate in the Plan during the period
the written contract is in effect without regard to whether such person is
reclassified as an Employee for such period by the Internal Revenue Service for
tax withholding purposes.

1.37    EMPLOYEE means any individual who is employed by and a common law
employee of the Company, an Employer, or an Affiliate or who is a Leased
Employee. An Employee means a person who is receiving compensation other than a
pension, severance pay, a retainer, or fee under contract.

1.38    EMPLOYER OR EMPLOYERS means one, more than one, or all, as the context
so indicates, of CECONY, O&R, each CEI Affiliate, and each Affiliate to the
extent that it has elected or elects, in the future, to participate in the Plan
with the consent of CECONY as provided in Section 10.03.

1.39    ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

1.40    FINAL AVERAGE PAY means, for purposes of a CECONY Weekly Employee, the
average of Annual Basic Straight-Time Compensation, calculated to the nearest
whole dollar, for the sixty (60) consecutive calendar months out of the last one
hundred twenty (120) months of his or her Accredited Service which produce the
highest average. If he or she has less than sixty (60) consecutive calendar
months, Final Average Pay means the highest average of his or her Annual Basic
Straight-Time Compensation during all

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months of Accredited Service. For a Local 3 Weekly Employee who has an effective
retirement date after August 31, 1997 and before December 1, 2001, fifty percent
(50%), and for a Local 1-2 Weekly Employee who has an effective retirement date
after November 30, 2000 and for a Local 3 Weekly Employee who has an effective
retirement date after November 30, 2001, one hundred percent (100%), of the
aggregate amount of such CECONY Weekly Employee's pay attributable exclusively
to Sunday premium pay and night shift and midnight shift differential premium
pay during a calendar year shall be added to such Employee's Annual Basic
Straight-Time Compensation for such calendar year for purposes of determining
such Employee's Final Average Pay under the Final Average Pay pension benefit
formula only. Solely for purposes of this Section, months of Accredited Service
separated by a Break in Service shall be deemed consecutive.

1.41    FINAL AVERAGE SALARY means, for purposes of a CECONY Management
Participant, the sum of (i) the average of Annual Basic Straight-Time
Compensation calculated to the nearest whole dollar, during the sixty (60)
consecutive calendar months in the last one hundred twenty (120) months of his
or her Accredited Service which produce the highest average, or during all of
the months of his or her Accredited Service if less than sixty (60) consecutive
calendar months and (ii) the average of the five consecutive Annual Variable Pay
Awards, calculated to the nearest whole dollar, in the ten-year period ending on
the CECONY Management Participant's termination of employment during which such
average is the highest. In calculating such average, the sum of the applicable
Annual Variable Pay Awards shall always be divided by five, regardless of the
number of awards actually paid to the CECONY Management

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Participant. Solely for the purpose of this Section, months of Accredited
Service separated by a Break in Service shall be deemed consecutive. The
determination of Final Average Salary shall be subject to the provisions of Code
Section 401(a)(17).

1.42    FMLA means the Family and Medical Leave Act of 1993, as amended from
time to time.

1.43    HIGHLY COMPENSATED EMPLOYEE means any Employee, who, during the
preceding Plan Year received compensation, as defined in Code Section 415(c), in
excess of $80,000, adjusted by the cost-of-living adjustment, as defined in Code
Section 415, and was in the "top paid group." An Employee will be in the
"top-paid group" if he or she is one of the 20% highest paid Employees.

1.44    HOUR OF SERVICE  means:

   (a)  Each hour for which the Employee is paid or entitled to payment for the
performance of duties for the Company or an Affiliate.

   (b)  An Hour of Service also is each hour for which an Employee is paid, or
entitled to payment, by the Company or an Affiliate on account of a period of
time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty or leave of
absence.

   (c)  Notwithstanding subsection (b), no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period).

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   (d)  An hour for which an Employee is directly or indirectly paid, or
entitled to payment, on account of a period during which no duties are performed
is not required to be credited to the Employee if such payment is made or due
under a plan maintained solely for the purpose of complying with applicable
workers' compensation, or unemployment compensation or disability insurance
laws.

   (e)  Hours of Service are not required to be credited for a payment which
solely reimburses an Employee for medical or medically related expenses incurred
by the Employee.

   (f)  A payment shall be deemed to be made by or due from the Company or an
Affiliate regardless of whether such payment is made by or due from the Company
or an Affiliate directly, or indirectly through, among others, a trust fund, or
insurer, to which the Company or an Affiliate contributes or pays premiums and
regardless of whether contributions made or due to the trust fund, insurer or
other entity are for the benefit of particular Employees or are on behalf of a
group of Employees in the aggregate.

   (g)  An Hour of Service is each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the Company or an
Affiliate. The same Hours of Service shall not be credited both under subsection
(a) or subsection (b), as the case may be, and under this subsection (g).
Crediting of Hours of Service for back pay awarded or agreed to with respect to
periods described in subsection (b) shall be subject to the limitations set
forth in that paragraph.

   (h)  With regard to an Employee for whom a record of his or her Hours of
Service is not maintained, (i) one day of employment equals 10 Hours of Service,
(ii) one week of

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employment equals 45 Hours of Service, and (iii) one month of employment equals
190 Hours of Service.

   (i)  Hours of Service shall be determined and calculated in accordance and
compliance with the Department of Labor Regulations set forth in 29 CFR 2530.
200b-2.

1.45    IRS INTEREST RATE means, effective January 1, 1997, the annual rate of
interest on 30-year Treasury Securities as specified by the Commissioner of
Internal Revenue for the second full calendar month preceding the applicable
Stability Period. Such second full calendar month preceding the applicable
Stability Period shall be deemed the "Lookback Month." For purposes of a Cash
Balance Account, the IRS Interest Rate means the annual rate of interest on
30-year Treasury Securities as specified by the Commissioner of Internal Revenue
for the second full calendar month immediately preceding the calendar quarter in
which the Interest Rate is credited.

1.46    IRS MORTALITY TABLE means, effective January 1, 1997, the mortality
table prescribed by Secretary of the Treasury under Code Section
417(e)(3)(A)(ii)(I) as in effect on the first day of the applicable Stability
Period.

1.47    LAYOFF means an Employee's separation from the active payroll of an
Employer for lack of work or such other reason, in no way the fault of the
Employee, as may be determined by the Employer.

1.48    LEASED EMPLOYEE means any person as so defined in Code Section 414(n).

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1.49    LIMITATION YEAR means the calendar year.

1.50    NAMED FIDUCIARY means the person or persons designated in accordance
with Section 7.01 to serve as named fiduciaries, within the meaning of ERISA
Section 4.02(a), with respect to the Plan.

1.51    NON-SUSPENDIBLE MONTH means a calendar month beginning either on or
after (i) a Participant's Normal Retirement Date or (ii) a Participant has begun
receiving a Pension Allowance during which the Participant does not complete at
least 40 Hours of Service, as the term "Hours of Service" is defined in 29 CFR
2530.200b-2(a)(1) and (2).

1.52    NORMAL RETIREMENT AGE means an Eligible Employee's 65th birthday or, if
later, the fifth anniversary of the date he or she becomes a Participant. Normal
Retirement Age, for an O&R Management Employee who was hired on or before
December 31, 2000, or for an O&R Hourly Employee, means his or her 65th
birthday.

1.53    NORMAL RETIREMENT DATE means the first day of the calendar month
immediately following an Employee's Normal Retirement Age.

1.54    O&R means Orange and Rockland Utilities, Inc. and its affiliates,
Rockland Electric Company and Pike County Light and Power Company.

1.55    O&R EARLY RETIREMENT DATE means, the date of an O&R Participant's
termination of employment from the Company or an Affiliate after the Participant
attains his or her 55th birthday and completes ten (10) years of Vesting
Service.

1.56    O&R EMPLOYEE means an Employee employed by and on the active payroll of
O&R.

                                                                              19
<Page>

1.57    O&R HOURLY EMPLOYEE means an Employee who is employed by and on the
active payroll of O&R and a member of the collective bargaining unit represented
by Local Union 503, International Brotherhood of Electrical Workers, AFL-CIO.

1.58    O&R MANAGEMENT EMPLOYEE means an O&R Employee on the management payroll
of O&R as of December 31, 2000.

1.59    O&R PARTICIPANT means an O&R Management Employee and an O&R Hourly
Employee who have met the participation requirements of Section 2.01, and any
former O&R Employee who, as of December 31, 2000, has a vested Pension Allowance
in the O&R Plan.

1.60    O&R PLAN means the Employees' Retirement Plan of Orange and Rockland
Utilities, Inc. as in effect on December 31, 2000.

1.61    PARENTAL LEAVE means a period in which the Employee is absent from work
immediately following his or her active employment because of the Employee's
pregnancy, the birth of the Employee's child, the placement of a child with the
Employee in connection with the adoption of that child by the Employee, or for
purposes of caring for that child for a period beginning immediately following
birth or placement.

1.62    PARTICIPANT means a CECONY Participant, O&R Participant, CEI Participant
and any other person included in the participation of the Plan.

1.63    PENSION ALLOWANCE means a Participant's accrued benefit payable in the
form of monthly payments as provided in Article 5. A Pension Allowance may be
payable as a Normal Retirement Pension Allowance, an Early Retirement Pension
Allowance, a Disability Pension Allowance or a Vested Pension Allowance. Pension
Allowance also means a Cash-Out or a Cash Balance Single Sum Payment in those
instances in which a

                                                                              20
<Page>

Participant elects or is deemed to elect his or her Pension Allowance in the
form of a lump-sum payment.

1.64    PLAN means The Consolidated Edison Retirement Plan, as set forth in this
document, and as amended from time to time. The Consolidated Edison Retirement
Plan is the renamed and amended CECONY Weekly Plan into which the CECONY
Management Plan and the O&R Plan were merged.

1.65    PLAN ADMINISTRATOR means the person or persons designated by the Named
Fiduciaries to administer and supervise the Plan as provided in Article 7.

1.66    PLAN YEAR means the calendar year.

1.67    PRE-TAX CONTRIBUTION means any pre-tax contributions to (a) a qualified
"cash or deferred arrangement," as defined in Code Section 401(k), (b) a
"cafeteria plan," as defined in Code Section 125, or (c) a "transportation
reimbursement plan," as defined in Code Section 132.

1.68    PRIOR PLAN OR PRIOR PLANS mean one or more, as the context indicates, of
the CECONY Weekly Plan, the CECONY Management Plan and the O&R Plan, as in
effect on December 31, 2000.

1.69    RULE OF 75 PARTICIPANT means a CECONY Participant whose years of age and
Accredited Service (each rounded to the nearest whole number) total at least 75
("75 points") on the Annuity Starting Date.

                                                                              21
<Page>

1.70    RULE OF 85 PARTICIPANT means an O&R Participant whose years of age and
Vesting Service (on the Plan Year measurement basis only) total at least 85 on
the O&R Participant's Early Retirement Date.

1.71    SOCIAL SECURITY RETIREMENT AGE means age 65 with respect to a
Participant who was born before January 1, 1938; age 66 with respect to a
Participant who was born after December 31, 1937, and before January 1, 1955;
and age 67 with respect to a Participant who was born after December 31, 1954.

1.72    SOCIAL SECURITY TAXABLE WAGE BASE means the taxable wage base in effect
under Section 230 of the Social Security Act at the beginning of the Plan Year
in which occurs the Participant's termination of employment from the Company or
an Affiliate.

1.73    SPOUSAL CONSENT means written consent given by a Participant's spouse to
an election made by the Participant of a specified optional form of Pension
Allowance or a designation of a specified Beneficiary as provided in Article 5.
Spousal Consent shall be duly witnessed by a Plan representative or notary
public and shall acknowledge the effect on the spouse of the Participant's
election. The requirement for Spousal Consent may be waived by the Plan
Administrator in the event that the Participant establishes to the Plan
Administrator's satisfaction that he or she has no spouse, that such spouse
cannot be located, or under such other circumstances as may be permitted under
applicable Treasury Department regulations. Spousal Consent shall be applicable
only to the particular spouse who provides such consent. Spousal Consent shall
be applicable only to the specific optional form of Pension Allowance elected or
the specific Beneficiary designated pursuant thereto, unless the spouse
expressly waives the right to consent to future changes.

                                                                              22
<Page>

1.74    STABILITY PERIOD means the calendar month in which occurs the Annuity
Starting Date for the distribution.

1.75    SURVIVING SPOUSE means, for a CECONY Participant or a CEI Participant,
the lawful spouse married to the Participant on the Participant's Annuity
Starting Date. Surviving Spouse means, for an O&R Participant, the lawful spouse
who has been married to the Participant throughout the one-year period ending on
the Annuity Starting Date and surviving at the Participant's date of death.

1.76    TOTAL SALARY means the total Annual Basic Straight-Time Compensation, of
a CECONY Participant for his or her years of Accredited Service, calculated to
the nearest whole dollar, not to exceed the last 30 years of Accredited Service.
The Annual Basic Straight-Time Compensation for any period of Accredited Service
shall be deemed to be no less than such compensation as was applicable to the
CECONY Participant for the 14th calendar year prior to the calendar year of his
or her retirement, but in no event less than $3,000. For a CECONY Participant
whose Annual Basic Straight-Time Compensation at the time of retirement is at a
rate of $3,000 or less, the Annual Basic Straight-Time Compensation for any
period of Accredited Service shall be deemed to be no less than an annual amount
determined at the rate of his or her Annual Basic Straight-Time Compensation at
the time of retirement.

1.77    TRUSTEE means the trustee or trustees by whom the funds of the Plan are
held, as provided in Article 8.

1.78    TRANSFERRED O&R MANAGEMENT PARTICIPANT means an Employee described in
Appendix C of the Plan.

                                                                              23
<Page>

1.79    VESTING SERVICE means service recognized for purposes of determining a
Participant's non-forfeitable right to a Pension Allowance under the Plan.
Vesting Service is computed based on the Plan Year.

1.80    YEAR OF ACCREDITED SERVICE means 12 months of consecutive or
non-consecutive Accredited Service.

                                                                              24
<Page>

                                   ARTICLE II

                                  PARTICIPATION

2.01    PARTICIPATION REQUIREMENTS

   (a)  Each person who, on December 31, 2000, was a participant in a Prior Plan
shall continue to be a Participant in the Plan.

   (b)  An Eligible Employee, other than an O&R Hourly Employee, who is hired on
or after December 31, 2000, becomes either a CEI Participant, or in the case of
a CECONY Weekly Employee, a CECONY Weekly Participant, as of the date he or she
first completes an Hour of Service.

   (c)  An O&R Management Employee and an O&R Hourly Employee shall become a
Participant on the first day of the month following the earlier of:

        (1)  the first anniversary date of his or her employment if he or she
             completes 1,000 Hours of Service within the 12-month period
             measured from the date on which he or she first completes an Hour
             of Service; or

        (2)  the end of the first Plan Year occurring immediately subsequent to
             the Plan Year in which he or she first completes an Hour of Service
             during which he or she completes 1,000 Hours of Service.

2.02    EVENTS AFFECTING PARTICIPATION

        A Participant's participation in the Plan shall end when he or she is no
longer employed by an Employer, the Company or an Affiliate and not entitled to
a vested Pension Allowance. Participation shall continue while on an approved
leave of absence or during a period while he or she is not an Eligible Employee
but is in the employ of the Company or an Affiliate. Such Employee's benefit
shall be determined in accordance

                                                                              25
<Page>

with the provisions of the Plan in effect on the date he or she ceases to be an
Eligible Employee.

2.03    PARTICIPATION UPON REEMPLOYMENT

        If the participation of a CECONY Participant or a CEI Participant ends
and he or she again becomes an Eligible Employee without incurring a Break in
Service, he or she shall again become a Participant as of his or her date of
restoration to service as an Eligible Employee. If an O&R Participant's
participation ends, and he or she again becomes an Eligible Employee, her or she
shall not forfeit any benefits in which he or she was previously vested and he
or she again becomes a Participant as of his or her date of restoration to
service as an Eligible Employee once he or she has again met the participation
requirements set forth in Section 2.01.

                                                                              26
<Page>

                                   ARTICLE III

                                     SERVICE

3.01    VESTING SERVICE

   (a)  SPECIAL VESTING RULES

        (1)  Vesting Service credited to an Employee under a Prior Plan as of
             December 31, 2000, shall be credited as Vesting Service under this
             Plan. Vesting Service shall not include any service that would have
             been disregarded under the break in service provisions of the
             Employee's Prior Plan.

        (2)  Effective on the specific date set forth below, each of the
             following Participants shall be 100% vested in and have a
             nonforfeitable right to his or her Pension Allowance:

           (i)   pursuant to the "change in control" provision in the O&R Plan,
                 only each O&R Participant who was on the payroll of O&R on
                 August 20, 1998, (the date the shareholders of O&R approved the
                 acquisition of O&R by the Company) shall be 100% vested as of
                 August 20, 1998;

           (ii)  each "WMECO Participant," as defined in Appendix D, who was
                 employed at the WMECO Facilities on July 19, 1999 shall be 100%
                 vested as of July 19, 1999;

           (iii) each "CECONY Participant at Divested Operations," as defined in
                 Appendix H, shall be 100% vested as described in Appendix H;
                 and

           (iv)  each "Affected IP Employee," as defined in Appendix J, shall be
                 100% vested on the date of the closing of the sale of Indian
                 Point.

                                                                              27
<Page>

   (b)  GENERAL VESTING RULES

        (1)  Effective on and after January 1, 2001, except as otherwise
             provided in the Plan, Vesting Service begins on the date the
             Employee first completes an Hour of Service and ends on the
             Employee's termination of employment from the Company or an
             Affiliate.

        (2)  A Participant, other than an O&R Participant, will be credited with
             a Year of Vesting Service in each Plan Year in which he or she is
             credited with 1000 Hours of Service or six months of service. An
             O&R Participant shall be credited with a year of Vesting Service in
             each Plan Year in which he or she is credited with 1000 Hours of
             Service. In determining an Employee's years of Vesting Service, if
             it should result in a grant of Vesting Service more favorable to
             the Employee, the equivalencies for determining Hours of Service
             shall be used, provided that such equivalencies are consistently
             applied.

        (3)  An O&R Management Employee hired on or after August 20, 1998 and an
             O&R Hourly Employee who completes 1000 Hours of Service during the
             12 months commencing with the month in which he or she first
             completes an Hour of Service and also during the Plan Year
             following the Plan Year in which he or she completed his or her
             first Hour of Service, shall be credited with two years of Vesting
             Service as of the end of the Plan Year following the Plan Year in
             which he or she completed his or her first Hour of Service.

   (c)  BREAK IN SERVICE RULES. Solely for purposes of determining if a Break in
Service for participation and vesting purposes has occurred, an Employee who is
absent from

                                                                              28
<Page>

work because of Parental Leave or a leave under the FMLA shall receive credit
for the number of Hours of Service that the Employee would normally have
received but for such absence, or where such Hours cannot be determined, eight
(8) Hours of Service for each day of absence, subject to a maximum of 501 Hours
of Service for any one such absence. The Hours of Service will be credited to
the Plan Year in which the absence began if the Employee would otherwise incur a
Break in Service in such Plan Year, or if not, in the immediately following Plan
Year. In order to receive Hours of Service credit for such absence, the Employee
shall be required to provide such information or certification as to the nature
of the absence as may be required by the Plan Administrator.

   (d)  Notwithstanding any provision of this Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u). If an Employee
is absent because of service in the uniformed services of the United States and
if he or she has returned to the service of the Company or an Affiliate or
applied to return while his or her reemployment rights were protected by law,
then, in that event, that absence shall not count as a Break in Service, but
instead shall be counted as Vesting Service to the extent required by law.

   (e)  A period of absence due to a paid sick leave granted by the Company or
an Affiliate, other than O&R, and one period up to a maximum of six months
during a Participant's aggregate period of employment with the Company or an
Affiliate, during which a Participant is on an approved leave of absence granted
for any other reason will be considered Vesting Service.

   (f)  The first six months of a Parental Leave or an FMLA Leave for maternity
or paternity reasons will constitute Vesting Service if the Participant returns
to active

                                                                              29
<Page>

employment for a period equal to the lesser of (i) the Parental Leave or FMLA
Leave or (ii) six months.

   (g)  O&R shall credit an Approved Leave of Absence as Vesting Service,
provided that upon conclusion of such "Approved Leave of Absence," the O&R
Participant returns to employment with O&R or an Affiliate or is eligible to
retire on a Normal Retirement Date or an Early Retirement Date.

3.02    ACCREDITED SERVICE

   (a)  Accredited Service and Credited Service credited to a Participant under
a Prior Plan as of December 31, 2000, shall be treated as Accredited Service
under this Plan. Accredited Service shall not include any service that would
have been disregarded under the provisions of the applicable Prior Plan.

   (b)  Except as provided below, only active service with and on the payroll of
an Employer as an Eligible Employee shall be Accredited Service under the Plan.
Subject to the provisions below, a period between a Break in Service and a
reemployment date, whether or not counted as Vesting Service, shall not be
counted as Accredited Service. A Participant who has five years of Vesting
Service or who becomes 100% vested, on account of operation of another provision
in the Plan, will receive Accredited Service for all of his or her years and
months of active service after becoming fully vested regardless of a subsequent
Break in Service.

   (c)  Accredited Service shall include, to the extent required by law, any
period of absence from service with the Company or an Affiliate due to a period
of service in the uniformed services of the United States which is counted in a
Participant's Vesting Service as provided in Section 3.01(b). The Participant
shall be deemed to have earned Annual Compensation during the period of absence
at the rate he or she would have

                                                                              30
<Page>

received had he or she remained employed as an Eligible Employee for that period
or, if such rate is not reasonably certain, on the basis of the Participant's
rate of compensation during the 12-month period immediately preceding such
period of absence (or if shorter, the period of employment immediately preceding
such period).

   (d)  Accredited Service for a CECONY Participant shall include a period of
absence due to a paid sick leave granted by CECONY. Effective July 1, 1996,
Accredited Service for a CECONY Participant and a CEI Participant shall include
one period, of up to a maximum of six months, during which a CECONY Participant
or a CEI Participant is on an approved leave of absence granted for any reason
other than sick leave. The first six months of such a Parental Leave or an FMLA
leave granted for maternity or paternity reasons shall constitute Accredited
Service, if the Participant returns to active employment for a period equal to
the lesser of (i) the Parental Leave or FMLA Leave or (ii) six months.

   (e)  Unless otherwise explicitly set forth in the Plan, Accredited Service
shall not be credited for any period in which a Participant is not actively
employed as an Eligible Employee. Any person, who enters into a written
contract, that provides that he or she is an independent contractor and not an
Employee, and waives participation in the Plan, shall not receive any Accredited
Service for the period such written contract is in effect.

   (f)  An O&R Participant who has less than the normal number of Hours of
Service for full-time employment in the first Plan Year of participation and in
the Plan Year in which employment terminates, the fraction of each such Plan
Year that will be recognized for Accredited Service shall not be less than the
fraction, the numerator of what is the

                                                                              31
<Page>

number of Hours of Service as a Participant and the denominator of which is the
normal number of Hours of Service in a Plan Year for normal employment.

   (g)  Union Officer Service for O&R Hourly Participant. To the extent not
already counted as Vesting Service and Accredited Service above--

        (1)  The local union President of the union at O&R who on or after
             January 1, 1983 is absent from work at O&R without pay for proper
             union business, who would otherwise have been scheduled to work,
             with proper notification to O&R, shall be entitled to both Vesting
             Service and Accredited Service at the rate of eight (8) hours per
             day or 40 hours per week, not to exceed 100 days per calendar year
             for such periods of absence.

        (2)  The local union Vice Presidents, Recording Secretaries, Financial
             Secretaries, Treasurers and the Unit Chairman, Unit Vice Chairman
             and Unit Recorder at O&R who on or after January 1, 1983 are absent
             from work, without pay for proper union business, who would
             otherwise have been scheduled to work, with proper notification to
             O&R, shall be entitled to both Vesting Service and Accredited
             Service at the rate of eight (8) hours per day or 40 hours per
             week, not to exceed 40 days per calendar year for such periods of
             absence.

        (3)  Any other bargaining unit member at O&R who on or after January 1,
             1983 is absent from work without pay and who is participating in a
             recognized O&R-union activity, with proper notification to O&R,
             shall be entitled to both Vesting Service and Accredited Service at
             the rate of eight (8) hours per day or 40 hours per week, not to
             exceed five (5) days per calendar year for such periods of absence.

                                                                              32
<Page>

3.03    RE-EMPLOYMENT OF PARTICIPANT-
        SUSPENSION OF BENEFITS AND BREAK IN SERVICE RULES

   (a)  SUSPENSION OF BENEFITS. Effective January 1, 2001, any Participant who
is receiving a Pension Allowance and restored to service with the Company or an
Affiliate as an Employee, shall have the following apply:

        (1)  The Participant's Pension Allowance shall be suspended for each
             month in which the Participant completes at least 40 Hours of
             Service.

        (2)  Any Vesting Service to which the Participant was entitled when he
             or she retired or terminated service shall be restored to him or
             her.

        (3)  If the Participant is employed by an Employer as an Eligible
             Employee, upon later retirement or termination, he or she shall be
             entitled to an additional Pension Allowance based on his or her
             initial benefit formula applicable to the Participant prior to
             re-employment and his or her Annual Compensation and Accredited
             Service credited to the person beginning after his or her
             re-employment date. The additional Pension Allowance shall be equal
             to the greater of:

           (i)   an amount determined in accordance with the benefit formula
                 applicable to the re-employed Participant as if the
                 Participant's date of re-employment were his or her first day
                 of employment as an Eligible Employee. (His or her Accredited
                 Service prior to the date of re-employment shall not be taken
                 into account in determining his or her number of Years of
                 Accredited Service but shall be taken into account in
                 determining the applicable percentage of the Participant's
                 Final Average Salary or the Participant's Annual Compensation);
                 or

                                                                              33
<Page>

           (ii)  an amount equal to the excess of (I) the present value of a
                 Pension Allowance determined in accordance with the applicable
                 benefit formula on the basis of his or her Accredited Service
                 and Final Average Salary or Annual Compensation, each
                 aggregated to include the periods before and after the date of
                 restoration to service, over (II) the present value of the
                 Pension Allowance payments received prior to his or her
                 re-employment and, if applicable, during the period of
                 reemployment. Any such amount shall be converted into an
                 annuity. For the purpose of item (ii)(II) of the foregoing
                 sentence, the present value of Pension Allowance payments shall
                 be determined on the basis of the IRS Mortality Table and the
                 Adjusted IRS Interest Rate applicable to the Participant.

        (4)  The additional Pension Allowance shall be payable under any of the
             optional forms described in Section 5.02, as elected by the
             Participant in accordance with Section 5.03, regardless of the
             optional form in which the Pension Allowance that commenced prior
             to his or her reemployment is payable.

        (5)  A Participant whose Pension Allowance is suspended in accordance
             with this Section 3.03 shall be provided with notice that his or
             her Pension Allowance is being suspended in accordance with the
             provisions of the Department of Labor Regulations Section
             2530.203-3.

   (b)  RE-EMPLOYMENT WITHOUT BREAK IN SERVICE. If either a Participant with a
deferred vested Pension Allowance, a former non-vested Participant, or an
Employee who was never a Participant, is re-employed without having a Break in
Service, his or her participation date, Vesting Service and Accredited Service
shall be determined as

                                                                              34
<Page>

provided in Sections 2.01, 3.01 and 3.02, respectively. If a former Participant
received a Cash Out, the Accredited Service to which he or she was entitled at
the time of his or her termination of service shall be restored to him or her
only in accordance with the provisions of Section 3.03(c). Upon subsequent
retirement, the Pension Allowance of a Participant whose Accredited Service has
been restored pursuant to this subparagraph shall never be less than that which
was accrued under the Plan through the date of prior termination.

   (c)  RE-EMPLOYMENT AFTER BREAK IN SERVICE. If a Participant with a deferred
vested Pension Allowance or a former Participant who received a Cash Out, is
restored to service as an Eligible Employee, after having had a Break in
Service, the following shall apply:

        (1)  The Vesting Service to which he or she was previously entitled
             shall be restored to him or her.

        (2)  Any Accredited Service to which the Participant was entitled at the
             time of his or her termination of service shall be restored to him
             or her; provided, however, that in the case of a Participant who
             received a Cash Out, the Participant repays the amount of the Cash
             Out, if any, received upon his or her initial termination of
             service, together with interest on that amount at the rate
             prescribed by Code Section 411(a)(7)(C), to the date of repayment.

        (3)  Upon later termination or retirement of a Participant whose
             previous Accredited Service has been restored under this Section
             3.03(c), his or her Pension Allowance shall be based on the
             applicable benefit formula for the

                                                                              35
<Page>

             re-employed Participant and his or her total Annual Compensation
             and Accredited Service while an Eligible Employee.

   (d)  RE-EMPLOYMENT OF NON-VESTED PARTICIPANT AFTER BREAK IN SERVICE. If a
former non-vested Participant is restored to service as an Eligible Employee or
an Employee, after having had a Break in Service, the following shall apply:

        (1)  If he or she is re-employed as an Eligible Employee, he or she
             shall again become a Participant as of his or her date of
             restoration to service as an Eligible Employee.

        (2)  Upon his or her restoration to participation, the Vesting Service
             to which he or she was previously entitled shall be restored to him
             or her, if his or her period of Break in Service does not exceed
             five years, determined at the time of the Break in Service,
             excluding any Vesting Service disregarded by reason of any earlier
             Break in Service.

        (3)  Any Accredited Service to which the Participant was entitled at the
             time of his or her termination of service which is included in the
             Vesting Service, so restored, shall be restored to him or her.

        (4)  Upon later termination or retirement of a Participant whose
             previous Accredited Service has been restored, his or her Pension
             Allowance, if any, shall be based on the applicable benefit formula
             in effect at such later termination or retirement and his or her
             total Annual Compensation and Accredited Service while in the
             service of an Employer as an Eligible Employee.

                                                                              36
<Page>

   (e)  RE-EMPLOYMENT OF FORMER EMPLOYEE AFTER BREAK IN SERVICE. If an Employee
who was never a Participant is restored to service with the Company or an
Affiliate, after having had a Break in Service, the Vesting Service to which he
or she was previously entitled shall be restored to him or her, if his or her
period of Break in Service does not exceed five years, excluding any Vesting
Service disregarded by reason of any earlier Break in Service.

                                                                              37
<Page>

                                   ARTICLE IV

                     ELIGIBILITY FOR AND AMOUNT OF BENEFITS

4.01    NORMAL RETIREMENT

        The right of a Participant to a normal retirement Pension Allowance
shall be non-forfeitable as of his or her Normal Retirement Age. A Participant
who has attained Normal Retirement Age may retire from service and receive a
normal retirement Pension Allowance beginning on his or her Normal Retirement
Date. An O&R Participant whose Normal Retirement Age is coincident with the
first day of a calendar month may retire from service and receive a Normal
Retirement Pension Allowance on the first day of the calendar month in which his
or her Normal Retirement Age occurs. A Participant who postpones retirement
shall be provided with notice that his or her Pension Allowance is being
suspended in accordance with the provisions of Department of Labor Regulation
Section 2530.203-3.

4.02    NORMAL RETIREMENT PENSION ALLOWANCE

   (a)  NORMAL RETIREMENT PENSION ALLOWANCE FOR A CECONY PARTICIPANT OR AN O&R
PARTICIPANT. The annual normal retirement Pension Allowance payable on the
Normal Retirement Date of each CECONY Participant and O&R Participant shall be
determined in accordance with his or her applicable benefit formula, as set
forth in Appendix F.

   (b)  NORMAL RETIREMENT PENSION ALLOWANCE FOR A CEI PARTICIPANT A CEI
Participant shall have his or her Pension Allowance determined as a Cash Balance
Account. Under the Cash Balance Account, the CEI Participant's Pension Allowance
at Normal Retirement Date shall be equal to his or her Cash Balance Account as
of the date

                                                                              38
<Page>

of determination converted into a single life annuity using the IRS Interest
Rate and IRS Mortality Table.

        (1)  Compensation Credits to Cash Balance Account.

           (i)   Allocation Date shall mean the last day of each calendar
                 quarter in each Plan Year. As of the Allocation Date, a CEI
                 Participant shall receive an allocation to his or her Cash
                 Balance Account in an amount determined in accordance with the
                 following schedule:

<Table>
<Caption>
                                                    PERCENTAGE OF     EXCESS ANNUAL ALLOCATION -
                                                    ANNUAL            PERCENTAGE OF ANNUAL COM-
        SUM OF AGE AND YEARS OF ACCREDITED          COMPENSATION      PENSATION IN CALENDAR
        SERVICE (EACH ROUNDED TO NEAREST WHOLE      IN CALENDAR       QUARTER IN EXCESS OF SOCIAL
        NUMBER) AS OF ALLOCATION DATE               QUARTER.          SECURITY TAXABLE WAGE BASE
        --------------------------------------      -------------     ---------------------------
        <S>                                               <C>                      <C>
        Less than 35                                      4%                       4%

        At least 35 but less than 50                      5%                       4%

        At least 50 but less than 65                      6%                       4%

        65 and over                                       7%                       4%
</Table>

           (ii)  The entire amount, if any, of a CEI Participant's Annual
                 Variable Pay Award shall be included in the CEI Participant's
                 Annual Compensation in the calendar quarter in which the Award
                 is paid. Annual Compensation is determined based on the CEI
                 Participant's rate of pay in the last pay period in each
                 Calendar quarter.

           (iii) A CEI Participant whose termination of employment occurs in the
                 first or second month of a calendar quarter shall receive an
                 allocation for such calendar quarter equal to a pro rata
                 quarterly allocation based on age and years of Accredited
                 Service at his or her termination of employment and

                                                                              39
<Page>

                 the Annual Compensation he or she received in such calendar
                 quarter multiplied by a fraction, the numerator of which is the
                 number of months in the calendar quarter through the
                 termination of employment and the denominator of which is
                 three.

           (iv)  For any period of an authorized, unpaid leave of absence for
                 which the Participant receives Accredited Service, the
                 Participant shall receive compensation credits to his or her
                 Cash Balance Account. The compensation credits shall be
                 determined on the assumption that the Participant continued to
                 receive during the leave period the Annual Compensation
                 (excluding any Annual Variable Pay Award) in effect for such
                 Participant immediately prior to such leave of absence.

        (2)  Interest Credits to Cash Balance Account. As of the last day of
             each calendar quarter of each Plan Year, the Cash Balance Account
             shall be increased by an amount equal to one-fourth of the
             applicable IRS Interest Rate multiplied by the CEI Participant's
             Cash Balance Account as of the first day of such calendar quarter.
             Notwithstanding the foregoing, the interest rate taken into account
             as of the last day of any calendar quarter coinciding with or
             preceding the CEI Participant's Annuity Starting Date shall not be
             less than 0.75% or greater than 2.25%. In the event a CEI
             Participant terminates employment prior to the last day of a
             calendar quarter, he or she will receive a pro rata interest credit
             based on the number of months in that quarter prior to the Annuity
             Starting Date.

                                                                              40
<Page>

        (3)  Limitation on Credits. Notwithstanding the foregoing, in no event
             shall any interest credits be made to the account of any CEI
             Participant for any period on and after his or her Annuity Starting
             Date.

        (4)  Death Benefit. For a CEI Participant who is entitled to a vested
             Pension Allowance, a death benefit equal to the Cash Balance
             Account shall be payable to the CEI Participant's Beneficiary upon
             the CEI Participant's death prior to the Annuity Starting Date. If
             the Beneficiary is the CEI Participant's Surviving Spouse, the
             immediately payable Cash Balance Account shall be converted into a
             life annuity, in accordance with Section 4.02 (b), payable to the
             Surviving Spouse. The Surviving Spouse may, in lieu of an immediate
             life annuity, elect a Cash Balance Single Sum Payment payable as
             soon as practicable after the CEI Participant's date of death, or a
             life annuity commencing at any time prior to what would have been
             the CEI Participant's Normal Retirement Date. If the Beneficiary is
             not the Surviving Spouse, a Cash Balance Single Sum Payment shall
             be paid as soon as practicable following the CEI Participant's date
             of death. If the CEI Participant is married, no designation of a
             Beneficiary, other than the CEI Participant's Spouse, shall be
             valid.

        (5)  If the vested CEI Participant is not married at his or her death
             and there is no surviving Beneficiary or a Beneficiary has not been
             designated, the death benefit shall be payable to the CEI
             Participant's estate or legal representative.

4.03    LATE RETIREMENT

   (a)  If a Participant postpones his or her retirement beyond his or her
Normal Retirement Date, upon his or her termination of employment, the
Participant shall be

                                                                              41
<Page>

entitled to a late retirement Pension Allowance beginning on the first day of
the calendar month after the Plan Administrator receives his or her written
application to retire. A Participant who has served a minimum of two years in a
high-level executive or policymaking position immediately preceding retirement
and who is entitled to a non-forfeitable, immediate, Company-provided annual
retirement Pension Allowance from any source or combination of sources which is
at least equal to a single life annuity of $44,000 per year may be retired at
the election of the Company at any time on or after his or her attainment of age
65.

   (b)  A Participant who remains in service after his or her Normal Retirement
Date shall be entitled to a monthly retirement Pension Allowance for each month
during the postponement period which is a Non-Suspendible Month. Upon
retirement, the Participant shall be entitled to an immediate late retirement
Pension Allowance beginning on the Participant's late retirement date. Subject
to the provisions of Section 5.01, his or her late retirement Pension Allowance
shall be equal to the amount determined in accordance with the applicable
benefit formula for a CEI Participant set forth in Section 4.02, or for a CECONY
Participant or an O&R Participant, as set forth in Appendix F, as of his or her
late retirement date, reduced by an amount that is the Actuarial Equivalent of
any Pension Allowance he or she previously received in any Non-Suspendible
Month. If the Participant's actual late retirement date is later than the first
day of the first Plan Year following his or her Normal Retirement Date, his or
her late retirement Pension Allowance shall be recomputed as of the first day of
each subsequent Plan Year before the Participant's actual late retirement date
(and as of his or her actual late retirement date) as if each such date were
Participant's late retirement date. No reduction hereunder

                                                                              42
<Page>

as of the date of any such re-computation shall reduce the Participant's late
retirement Pension Allowance below the amount of late retirement Pension
Allowance payable to the Participant prior to such re-computation. If the
Participant's actual distribution date is later than the April 1st following the
Plan Year in which the Participant attains age 70 1/2, the Participant's Pension
Allowance will be actuarially adjusted to reflect the delay in distribution from
that April 1st until her or her Annuity Starting Date.

   (c)  In the event a Participant commences receipt of his or her Pension
Allowance while in active service in accordance with Code Section 401(a)(9)'s
minimum distribution rules, after his or her Normal Retirement Date, such
commencement date shall not be the Participant's Annuity Starting Date for
purposes of Article 5 and the Participant shall receive a late retirement
Pension Allowance commencing at late retirement in an amount determined as if he
or she had retired on such date. As of each succeeding December 31 prior to the
Participant's actual late retirement date, and as of his or her actual late
retirement date, the Participant's Pension Allowance shall be recomputed to
reflect additional accruals. The Participant's recomputed Pension Allowance
shall then be reduced by the Actuarial Equivalent of the total payments of his
or her late retirement Pension Allowance made with respect to monthly payments,
other than payments for Non-Suspendible Months of continued employment, which
were paid prior to each such re-computation to arrive at the Participant's late
retirement Pension Allowance. No such reduction shall reduce the Participant's
late retirement Pension Allowance below the amount of late retirement Pension
Allowance payable to the Participant prior to the re-computation of such
Pension.

                                                                              43
<Page>

4.04    EARLY RETIREMENT

   (a)  CEI PARTICIPANTS A CEI Participant who is entitled to a vested Pension
Allowance may elect to commence receipt of his or her vested Pension Allowance
prior to his or her Normal Retirement Date. The vested Pension Allowance payable
before Normal Retirement Date will equal his or her Cash Balance Account as of
the CEI Participant's Annuity Starting Date projected to the CEI Participant's
Normal Retirement Date at the IRS Interest Rate and discounted back to the
Annuity Starting Date at the IRS Interest Rate and assuming no mortality factor.

   (b)  CECONY PARTICIPANTS A Rule of 75 Participant may retire and elect to
commence receiving his or her Pension Allowance prior to his or her Normal
Retirement Date. The amount of the early retirement Pension Allowance shall be
determined below.

        (1)  Attainment of Age 55 and 30 Years of Accredited Service. If the
             CECONY Participant has attained age 55 and completed at least 30
             years of Accredited Service as of the Annuity Starting Date, the
             early retirement Pension Allowance shall equal the Normal
             Retirement Pension Allowance determined under the applicable
             benefit formula set forth in Appendix F, Section F.1 or F.2, as
             applicable; provided, however, that the portion of the Pension
             Allowance, if any, attributable to Appendix F, Section
             F.2(A)(a)(iii), shall be reduced by the appropriate discount factor
             in Table E of Section A.1 of Appendix A, based on the Participant's
             age as of his or her Annuity Starting Date.

        (2)  Attainment of Age 60. If the Participant has attained age 60 as of
             the Annuity Starting Date, the early retirement Pension Allowance
             shall be

                                                                              44
<Page>

             calculated using the same methodology as if he or she had attained
             age 55 and completed 30 years of Accredited Service.

        (3)  If the Participant has 75 points but does not meet either of the
             criteria set forth in (1) or (2) above as of the Annuity Starting
             Date, the early retirement Pension Allowance shall equal the normal
             retirement Pension Allowance determined under the applicable
             benefit formula set forth in Appendix F (other than the portion of
             the Pension Allowance, if any, for a CECONY Management Participant
             attributable to Appendix F Section F.2 A(a)(iii)), multiplied by
             the appropriate discount factor in Appendix A, Section A.1, Table A
             based on the Participant's age as of the Annuity Starting Date. The
             portion of the normal retirement Pension Allowance, if any, for a
             CECONY Management Participant, attributable to Appendix F, Section
             F.2A(a)(iii) shall be reduced by the appropriate discount factor in
             Appendix A, Section A.1, Table E based on the Participant's age as
             of the Annuity Starting Date.

   (c)  O&R PARTICIPANTS.

        (1)  Upon written application filed with the Plan Administrator prior to
             the commencement date, an O&R Participant who has not reached his
             or her Normal Retirement Date but who at the time of termination of
             employment has reached his or her Early Retirement Date shall be
             eligible to commence the receipt of benefits as of the later of:
             (1) the first day of the calendar month which immediately follows
             his or her Early Retirement Date, or (2) subject to Section 5.03,
             the first day of the calendar month which is at least 30 days

                                                                              45
<Page>

             after the O&R Participant has received the information referred to
             in Section 5.03.

        (2)  Subject to Section 4.04(c)(3), Section 4.09 and Article 5, the
             early retirement Pension Allowance shall be a benefit commencing
             immediately, computed in accordance with Appendix F, Section
             F.3A(a) without regard to when the Pension Allowance actually
             commences. The early retirement Pension Allowance, computed in
             accordance with Appendix F, Section F.3A(a) shall be a normal
             retirement Pension Allowance, with the amount computed in
             accordance with Appendix F, Section F.3A(a)(i) on the basis of the
             O&R Participant's Annual Compensation and Accredited Service to the
             time of his or her Early Retirement Date and the additional benefit
             for two (2) years of Accredited Service computed on the basis of
             his or her Annual Compensation at the rate being paid to him or her
             immediately prior to his or her Early Retirement Date, reduced by
             1/3 of 1% for each complete calendar month by which the
             commencement date of his or her Pension Allowance precedes the date
             which is five (5) years prior to his or her Normal Retirement Date.
             The foregoing reduction for a commencement date preceding the date
             which is five (5) years prior to his or her Normal Retirement Date
             shall not be made if, at the O&R Participant's Early Retirement
             Date, the Participant is a Rule of 85 Participant. The early
             retirement Pension Allowance computed in accordance with Section
             5.01(c)(2) shall be the Actuarial Equivalent of the early
             retirement Pension Allowance computed in accordance with the
             immediately preceding sentence.

                                                                              46
<Page>

        (3)  At the time of early retirement, an O&R Participant may elect in
             writing, filed with and acknowledged by the Plan Administrator, to
             defer receipt of an early retirement Pension Allowance. An election
             to defer will be deemed to have been made by an O&R Participant if
             a written deferral election is not received and written consent to
             receipt of an early retirement Pension Allowance is not filed with
             and acknowledged by the Plan Administrator within the 90-day period
             prior to the date as of which payments could otherwise begin under
             Section 4.04(c)(1). An O&R Participant whose early retirement
             Pension Allowance is deferred as provided above shall have his
             early retirement Pension Allowance commence as of his Normal
             Retirement Date. Subject to Section 4.09 and Article 5, the
             deferred early retirement Pension Allowance shall be computed in
             accordance with Appendix F, Section F.3A, on the basis of the
             Participant's Annual Compensation and Accredited Service to his or
             her Early Retirement Date and the additional benefit for two (2)
             years of Accredited Service computed on the basis of his or her
             Annual Compensation at the rate being paid to him or her
             immediately prior to his or her Early Retirement Date.
             Notwithstanding Section 4.05(c), an O&R Participant who defers
             commencement of an early retirement Pension Allowance may elect to
             receive a vested Pension Allowance under Section 4.05(c) commencing
             at any time prior to his Normal Retirement Date in lieu of any
             early retirement Pension Allowance under this Section 4.04(c).

        (4)  A supplemental payment of six hundred dollars ($600) a month shall
             be paid to a retired O&R Participant whose early retirement Pension
             Allowance

                                                                              47
<Page>

             commencement date occurs on or after the date on which the O&R
             Participant attains age sixty (60) but prior to the Participant's
             attaining age sixty-two (62). The monthly supplemental payments
             will cease with the payment made on the earlier of the first day of
             the month in which occurs the retired Participant's death or
             attainment of age sixty-two (62). The monthly supplemental payments
             will be paid only to a retired O&R Participant who is eligible as
             set forth herein and shall not be subject to optional forms of
             payment or Spouse's or vested O&R Participant Spouse's Allowances.
             The monthly supplemental payments are not part of the retired
             Participant's monthly Pension Allowance and are not subject to the
             pension benefit adjustments, but are subject to cessation in the
             event of re-employment which results in cessation of the retired
             Participant's monthly Pension Allowance.

4.05    VESTING

   (a)  Each Participant shall be 100% vested in, and have a nonforfeitable
right to, his or her Pension Allowance upon completion of five Years of Vesting
Service. If the Participant's employment with the Company or an Affiliate is
subsequently terminated for reasons other than retirement, death, or Disability,
he or she shall be eligible for a deferred vested Pension Allowance payable on
the Participant's Normal Retirement Date.

   (b)  A CECONY Participant who is not a Rule of 75 Participant, but who is
entitled to a deferred vested Pension Allowance, may elect to commence receipt
of his or her vested Pension Allowance prior to his or her Normal Retirement
Date. The vested Pension Allowance shall equal the Actuarial Equivalent of his
or her normal retirement Pension Allowance, based on the Adjusted IRS Interest
Rate and the IRS Mortality Table in effect as of the Participant's Annuity
Starting Date.

                                                                              48
<Page>

   (c)  An O&R Participant who has not satisfied the requirements for an early
retirement Pension Allowance but has earned a vested Pension Allowance may elect
to receive a vested Pension Allowance on or after attainment of age 55 and
completion of 10 years of Vesting Service, as set forth below.

        (1)  An O&R Participant who ceases to be employed by the Company or an
             Affiliate for reasons other than death, retirement or Approved
             Leave of Absence, and before he or she has completed at least five
             years of Vesting Service, will be entitled only to receive his or
             her Accumulated Contributions.

        (2)  Subject to Section 4.09 and Article 5, the vested Pension Allowance
             shall be a deferred Pension Allowance commencing on the vested
             Participant's Normal Retirement Date and shall be computed in
             accordance with Appendix F, Section F.3A(a), as in effect on his or
             her date of termination, with the amount determined under Appendix
             F, Section F.3A(a)(i) computed on the basis of the Participant's
             Annual Compensation and Accredited Service immediately prior to his
             or her date of termination and the additional benefit for two (2)
             years of Accredited Service computed on the basis of his or her
             Annual Compensation at the rate being paid to him or her
             immediately prior to his or her date of termination.

        (3)  Except as provided in Section 4.05(c)(4) if, on the date of
             termination, the vested O&R Participant has completed at least 10
             years of Vesting Service but has not reached his or her 55th
             birthday, he or she shall be eligible to receive, commencing as of
             the first day of any calendar month following his

                                                                              49
<Page>

             or her 55th birthday but not later than his Normal Retirement Date,
             as specified in an election in writing filed with and acknowledged
             by the Plan Administrator no more than 90 days prior to his or her
             Annuity Starting Date, a vested Pension Allowance which shall be an
             Allowance equal to the vested Pension Allowance computed in
             accordance with Section 4.05(c)(2) above reduced by 1/2 of 1% for
             each complete calendar month by which the date of commencement of
             the vested Participant's Pension Allowance precedes such
             Participant's Normal Retirement Date.

        (4)  A vested O&R Participant who elects to receive his or her
             Accumulated Contributions will have his or her vested Pension
             Allowance reduced in accordance with Section 4.05(c)(5).

        (5)  The vested Pension Allowance of an O&R Participant who has received
             his or her Accumulated Contributions will be reduced (but not below
             zero) by that portion of his or her accrued Pension Allowance which
             is attributable to such Participant's Accumulated Contributions.
             With respect to a Pension Allowance payable for life and computed
             in accordance with Appendix F, Section F.3A(a), the portion of such
             Participant's Pension Allowance attributable to his or her
             Accumulated Contributions shall be equal to his Accumulated
             Contributions which were withdrawn, plus hypothetical interest at
             the rate determined in accordance with the definition of
             Accumulated Contributions, in Section 1.02, at the date of
             withdrawal to the Participant's Normal Retirement Date, multiplied
             by a conversion factor. The conversion factor for a Pension
             Allowance commencing at Normal Retirement Date shall

                                                                              50
<Page>

             be determined pursuant to the provisions of Code Section 411(c)(2)
             and any related regulations as then in effect. With respect to a
             Pension Allowance payable and computed in accordance with Appendix
             F, Section F.3A(a), of Appendix F and Section 5.01(c)(2), the
             portion attributable to the Participant's Accumulated Contributions
             shall be the Actuarial Equivalent of the amount determined above.

4.06    DISABILITY PENSION ALLOWANCE - CECONY PARTICIPANTS

   (a)  Social Security Disability. If a CECONY Participant terminates active
employment because of a Disability and has at least five Years of Vesting
Service, he or she may elect to be treated as if he or she remained in active
employment until the earliest of: the end of his or her Disability, date of
commencement of any gainful employment or any self-employment or any activity of
like nature in which the Participant receives wages or earned income, date of
death, or Normal Retirement Date. The Pension Allowance of such CECONY
Participant shall be determined as if his or her Annual Basic Straight Time
Compensation at the point of his or her actual termination of active employment
was his or her Annual Compensation for all future years. For that period of
"deemed employment," Annual Compensation shall not include an Annual Variable
Pay Award.

   (b)  Social Security Disability or Total and Permanent Disabilities Without
Eligibility for Social Security Disability Benefits. A CECONY Participant who
incurs a Disability while actively employed and a CECONY Participant who
terminates employment due to a total and permanent disability, as determined by
the Employer in accordance with its established procedures, may elect to
commence benefits under the Plan at a date earlier than his or her Normal
Retirement Date. If at the date of termination of employment or

                                                                              51
<Page>

disability, whichever is earlier, the CECONY Participant has attained age 50 and
completed at least 20 Years of Accredited Service, the Pension Allowance shall
be determined in accordance with the applicable Normal Retirement Pension
Allowance as set forth in Appendix F, Section F.1 or F.2. If he or she is a
CECONY Management Participant, the portion of the Pension Allowance attributable
to Section F.2A(a)(iii) of Appendix F shall be reduced by the discount factor in
Table E, Section A.1 of Appendix A, based on the Participant's age as of the
Annuity Starting Date. The portion of the Pension Allowance attributable to
Section F1 or F.2A(i),(ii) and (iv) of Appendix F is not reduced for early
commencement. If such CECONY Participant is a Rule of 75 CECONY Participant as
of the Annuity Starting Date but has not attained age 50 and completed at least
20 years of Accredited Service as of termination of employment or Disability,
whichever is earlier, the accrued Pension Allowance commencing at Normal
Retirement Date shall be reduced by 1.5% for each year (prorated for months)
that benefit commencement precedes attainment of age 60. If such CECONY
Participant is not a Rule of 75 Participant as of the Annuity Starting Date, the
benefit, if any, payable to such CECONY Participant shall be determined in
accordance with Section 4.05(b).

4.07    DISABILITY - O&R PARTICIPANT

   (a)  Upon written application to the Plan Administrator, an O&R Participant
who is disabled while in active service, has not reached his or her Normal
Retirement Date, and has completed at least 10 years of Accredited Service will
be retired on a Disability Pension Allowance. The Disability Pension Allowance
is in lieu of retirement under any other provision of the Plan and will be
effective as of the first day of a calendar month not less than 30 nor more than
90 days next following the receipt by the Plan Administrator of such written
application provided the Plan Administrator finds the

                                                                              52
<Page>

Participant is disabled, as set forth herein ("Disability Retirement Date"). The
Plan Administrator must find to his or her satisfaction either (i) that a
physician designated by the O&R Participant and a physician designated by O&R
have each certified an opinion that such O&R Participant is totally
incapacitated, mentally or physically, from the further performance of his or
her regular duties or duties comparable thereto, and that such incapacity
occurred while the O&R Participant was in active service with the Company or an
Affiliate, resulted in termination of employment with the Company or an
Affiliate, and is likely to be permanent; or (ii) that such O&R Participant is
eligible for and in receipt of a disability benefit under the Social Security
Act, as amended from time to time, with respect to a disability within the
meaning of subparagraph (i) above which occurred while in active service with
the Company or an Affiliate and resulted in termination of employment with the
Company or an Affiliate. If the opinions of the physicians designated above
differ as to whether the O&R Participant is totally incapacitated as set forth
therein, the certified opinion of a third physician, rendered after examination
of the O&R Participant and, to the extent deemed appropriate by the third
physician, consultation with the other two physicians, will determine whether
the O&R Participant is totally incapacitated. The third physician will be
selected by the O&R Participant from a list of three names of independent
physicians provided by O&R. The fees and expenses of the third physician will be
paid by O&R.

   (b)  The Disability Pension Allowance will be payable as of the Participant's
Disability Retirement Date and thereafter subject to continuance of his or her
disability as provided in Section 4.07(c) and will be equal to a Pension
Allowance computed in accordance with Appendix F, Section F.3A(a) and
Section 5.01(c), with the amount

                                                                              53
<Page>

determined under Appendix F, Section F.3A.(a)(i) computed on the basis of the
Participant's Annual Compensation and Accredited Service immediately prior to
his or her date of termination and the additional benefit for two (2) years of
Accredited Service computed on the basis of the Participant's Annual
Compensation at the last regular rate being paid to him or her immediately prior
to his or her date of termination.

   (c)  Once each year, the Plan Administrator may require an O&R Participant
receiving a Disability Pension Allowance who has not reached his or her Normal
Retirement Date to undergo a medical examination by a physician or physicians
designated by the Plan Administrator, such examination to be made at the place
of residence of such O&R Participant or other place mutually agreed upon. Should
any such O&R Participant refuse to submit to such medical examination, the part
of his or her Disability Pension Allowance provided by Employer contributions
shall be discontinued until his or her withdrawal of such refusal, and should
his or her refusal continue for a year, all rights in and to the Disability
Pension Allowance shall cease and the election of an optional benefit, if one
has been elected, shall be of no further effect. If the Plan Administrator finds
from such medical examination or otherwise that the disability of an O&R
Participant receiving a Disability Pension Allowance who has not reached his
Normal Retirement Date has been removed and that he or she has regained his or
her earning capacity, in whole or in part, or that he or she is no longer in
receipt of a disability benefit under the Social Security Act, the part of his
or her Disability Pension Allowance provided by Employer contributions shall be
discontinued or reduced proportionately; provided that he or she shall be
entitled to have his or her original Disability Pension Allowance restored in
whole or in part prior to his or her Normal Retirement Date upon

                                                                              54
<Page>

the Participant's again, or initially, receiving a disability benefit under the
Social Security Act with respect to the total incapacity which originally
entitled the O&R Participant to the Disability Pension Allowance, or if on the
basis of the certified opinions of a physician designated by the O&R Participant
and a physician designated by O&R, (with any difference in opinion as to whether
the O&R Participant is totally incapacitated to be resolved by the opinion of
the third physician selected as set forth in Section 4.07(a)), the Plan
Administrator finds that the O&R Participant again meets the requirements for
Disability Pension Allowance. In the event that such Participant's Disability
Pension Allowance is discontinued as herein provided and he or she is not
restored to service as an Employee, he or she shall be entitled to receive a
vested Retirement Allowance computed in accordance with Section 4.05(c)(2) or
(3) or, if such O&R Participant was at least age 55 at the time of his or her
Disability Retirement, an Early Retirement Pension Allowance computed in
accordance with Section 4.04(c)(2) or (3), whichever applies.

4.08    SPOUSE'S PENSION

   (a)  If a married Participant:

        (1)  dies vested and in active service; or

        (2)  dies after retiring on any Pension Allowance, or after terminating
             service with entitlement to a vested Pension Allowance but before
             his or her Annuity Starting Date; or

        (3)  terminates employment with entitlement to a vested Pension
             Allowance, and then dies before his or her Annuity Starting Date,
             then a spouse's Pension Allowance shall be payable to his or her
             Surviving Spouse for life.

   (b)  CECONY PARTICIPANTS.

                                                                              55
<Page>

        (1)  This Section 4.08(b)(1) applies to a Participant who, as of his or
             her date of death, was a Rule of 75 CECONY Participant and is
             survived by a spouse. The Surviving Spouse shall be entitled to
             receive a Pension Allowance in the form of a pre-retirement
             survivor annuity payable following the death of the Rule of 75
             CECONY Participant. The pre-retirement survivor annuity shall be
             equal to 50% of the Pension Allowance which the deceased Rule of 75
             CECONY Participant would have begun receiving if he or she had
             terminated employment on the date of death and had applied for a
             Pension Allowance commencing on the first day of the month
             immediately following his or her death. Payment of the annuity
             shall commence on the first day of the month following the Rule of
             75 CECONY Participant's death unless the Surviving Spouse elects a
             later commencement date. Notwithstanding the foregoing, no
             Accredited Service shall be granted for any period following a Rule
             of 75 CECONY Participant's termination of employment.

        (2)  This Section 4.08(b)(2) applies to a Participant who, as of date of
             death, was a CECONY Participant who was not a Rule of 75
             Participant, was eligible for a Pension Allowance, and is survived
             by a spouse. The Surviving Spouse shall receive a pre-retirement
             survivor benefit of an immediate lump sum payment equal to 50% of
             the Cash Out, determined in accordance with Section 5.02(c), that
             the deceased Participant would have received if he or she had
             terminated employment and elected a Cash Out on his or her date of
             death ("Lump Sum PRSB"). If the Lump Sum PRSB amount exceeds
             $5,000, it shall not be paid unless the Surviving Spouse consents
             to such

                                                                              56
<Page>

             payment in writing on a form provided by the Plan Administrator. If
             consent is required but not provided, the Surviving Spouse will
             receive an annuity. Unless the Surviving Spouse elects otherwise,
             such annuity will begin on the first day of the month following the
             Participant's death. The amount payable shall be the greater of (1)
             or (2) where (1) is determined by dividing the Lump Sum PRSB
             payable to the Surviving Spouse by an annuity conversion factor
             determined on the basis of the IRS Mortality Table, the Adjusted
             IRS Interest Rate and the Surviving Spouse's age as of the month of
             determination and (2) is determined by converting 50% of the
             Participant's normal retirement Pension Allowance into an annuity
             on the basis of the IRS Mortality Table, the Adjusted IRS Interest
             Rate and the Surviving Spouse's age as of the month of
             determination. If the Surviving Spouse elects to defer the
             commencement of such annuity, the amount thereof shall be increased
             so that the deferred annuity commencing on the date elected by the
             Surviving Spouse is the Actuarial Equivalent of the immediate
             annuity otherwise payable, on the basis of the IRS Mortality Table
             and the IRS Interest Rate. Notwithstanding the foregoing, no
             Accredited Service shall be granted for any period following a
             Participant's termination of employment.

        (3)  For purposes of calculating the pre-retirement Surviving Spouse
             benefits provided under Section 4.08(b)(1) or (2), there shall be
             no reduction in the amount of the deceased Participant's Pension
             Allowance as determined in accordance with the applicable benefit
             formula. An election by the Surviving Spouse to commence receiving
             payments prior to what would have been the

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<Page>

             Participant's Normal Retirement Date may be made during the 90-day
             period ending on the date the payments to the Surviving Spouse
             commence.

   (c)  O&R PARTICIPANTS.

        (1)  Spousal Benefit for O&R Participant. In the case of the death of a
             married O&R Participant in active service prior to the O&R
             Participant's Normal Retirement Date and after completing five
             years of Vesting Service, or, regardless of the number of years of
             Vesting Service, after the Participant's Normal Retirement Date or
             after becoming fully vested, there shall be payable to the
             Participant's Surviving Spouse, a Spouse's Allowance ("O&R
             Surviving Spouse's Allowance").

        (2)  The O&R Surviving Spouse's Allowance is equal to one-half of the
             benefit which would have been payable to the deceased O&R
             Participant on retirement under the provisions of Appendix F,
             Section F.3A (including the additional benefit for two years) as of
             the first day of the month coincident with or next following the
             Participant's date of death; provided that such amount shall be
             reduced by one per centum for each full year in excess of two years
             by which the deceased Participant's age exceeds the age of the
             Surviving Spouse and shall be adjusted to the Actuarial Equivalent
             thereof in the event the commencement of the O&R Surviving Spouse's
             Allowance is deferred.

        (3)  Unless the election provided in Section 4.08 (c)(6) is in effect,
             upon the death of a married vested O&R Participant prior to his or
             her Annuity Starting Date, there shall be payable to the vested O&R
             Participant's Surviving

                                                                              58
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             Spouse a death benefit. This death benefit ("O&R Spouse's Death
             Benefit"), is calculated differently from the way in which the O&R
             Surviving Spouse's Allowance is calculated. The O&R Spouse's Death
             Benefit will be payable beginning as of the first day of the
             calendar month coincident with or next following the later of the
             Participant's death or the 65th anniversary of the Participant's
             birth; provided, however, that in the event of the death of a O&R
             Participant with at least 10 Years of Vesting Service, his or her
             Surviving Spouse may elect to begin receiving his or her O&R
             Spouse's Death Benefit as of the first day of the calendar month
             coincident with or next following the later of the O&R
             Participant's death or the O&R Participant's 55th birthday. The O&R
             Spouse's Death Benefit shall be paid monthly until the last monthly
             payment prior to his or her death. The death benefit is computed in
             accordance with Section 4.08 (c)(4).

        (4)  The O&R Spouse's Death Benefit will be equal to the contingent
             annuitant's portion of the joint and 50% survivor annuity, as in
             Section 5.02 (c)(2) computed as a vested Pension Allowance, as
             provided in Section 4.05(c), with such amount being further reduced
             for each year from termination of employment to the date of death
             during which the O&R Participant is covered by the spouse's
             allowance protection determined on the same basis as in Section
             4.08 (c)(6). The amount of reduction for each year's coverage is
             set forth in Appendix A.

        (5)  Upon commencement of payment, the vested Pension Allowance payable
             to a vested O&R Participant under Section 4.05 (c)(2) or (3) shall
             also be reduced

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<Page>

             for each year the vested O&R Participant is covered by the vested
             O&R Spouse's Death Benefit protection during the period from
             termination of employment (or, if later, from the time that the
             vested O&R Participant has been given notice of his or her right to
             waive the vested O&R Spouse's Death Benefit), to the date the
             vested Pension Allowance payments commence to the Participant. The
             amount of reduction for each year's coverage is set forth in
             Appendix A attached hereto.

        (6)  An O&R Participant may elect at any time on or after termination of
             employment to waive coverage of the O&R Spouse's Death Benefit and
             avoid the reductions imposed for coverage for the O&R Spouse's
             Death Benefit protection. The election to waive coverage must be
             made by delivery of a properly completed written notice of such
             election to the Plan Administrator. Such election must be in the
             form prescribed by or acceptable to the Plan Administrator, and
             will be effective only upon filing with and acknowledgment of
             receipt by the Plan Administrator. Unless it is established to the
             satisfaction of the Plan Administrator that such consent cannot be
             obtained because there is no spouse, the spouse cannot be located,
             or there exist other reasons as may be prescribed in regulations of
             the Secretary of the Treasury, such election, in order to be valid,
             must have the signed written consent of the Participant's spouse to
             the waiver of the O&R Spouse's Death Benefit coverage, and such
             consent must specifically acknowledge the effect of the waiver
             election as well as the designation of someone other than his or
             her spouse as Beneficiary. The spouse's signature

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<Page>

             to such consent and acknowledgment must be witnessed by the Plan
             Administrator or a Plan Administrator's delegate, or must be
             notarized by a notary public. Any consent by a spouse (or
             establishment that the spouse's consent cannot be obtained) shall
             be effective only with respect to such spouse.

        Any such waiver election may be revoked by written notice of the O&R
Participant delivered to the Plan Administrator prior to the Participant's
death. In such case, the coverage for the O&R Spouse's Death Benefit protection
will again be effective upon filing of the written revocation notice with and
acknowledgment of receipt by the Plan Administrator. Thereafter, additional
elections to waive coverage may be made as described above, and similar
revocations of such elections may be made.

        In all cases, the elections to waive coverage and the revocations of
such elections shall be prospective only, effective upon filing with and
acknowledgement of receipt by the Plan Administrator.

        The Plan Administrator shall give each O&R Participant a written notice
explaining (i) the O&R Spouse's Death Benefit provisions, (ii) the financial
effect thereof and the Participant's right to elect to waive such coverage,
(iii) the necessity of the spouse's consent and acknowledgment in order to
validate the Participant's election, and (iv) the right of the O&R Participant
to make, and the effect of, a revocation of the waiver of the O&R Spouse's Death
Benefit. The required notice, if not provided to the O&R Participant within the
one-year period prior to the vested Participant's date of termination of
employment, shall be provided to the vested O&R Participant during the one (1)
year period following such date of termination.

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<Page>

        (7)  In the event of the death of an O&R Participant while coverage for
             the O&R Spouse's Death Benefit is not in effect, no Death Benefit
             will be payable with respect to such Participant. In the event of
             the death of a vested O&R Participant prior to the Annuity Starting
             Date with respect to the vested Pension Allowance and while
             coverage for the O&R Spouse's Death Benefit is not in effect or is
             waived, no Pension Allowance will be payable with respect to such
             vested Participant. If applicable, however, the provisions of
             Article XIII will apply.

        (8)  In the event a married retired O&R Participant who has elected to
             defer commencement of the early retirement Pension Allowance dies
             before the Annuity Starting Date, there will be payable to the
             Participant's Surviving Spouse an O&R Surviving Spouse's Allowance.
             Such O&R Surviving Spouse's Allowance shall be equal to the
             contingent annuitant's portion of Section 5.02 (c)(2) computed as
             though the early retirement Pension Allowance had commenced in such
             optional form as of the first day of the month coincident with or
             next following the Participant's death. In the event a married
             retired O&R Participant who has elected to defer commencement of
             the early retirement Pension Allowance dies before the Annuity
             Starting Date with respect to such Allowance and the Spouse's
             Allowance is not in effect or payable, no Spouse's Allowance shall
             be payable with respect to such Participant, but, if applicable,
             the provisions of Article XIII shall apply.

   (d)  CEI PARTICIPANTS. A married CEI Participant cannot designate someone
other than the Spouse to receive this death benefit in the event the CEI
Participant dies before

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<Page>

his or her Annuity Date. In the case of the death of a married, vested CEI
Participant prior to his or her Annuity Starting Date, there shall be payable to
the CEI Participant's Surviving Spouse a death benefit equal to the CEI
Participant's Cash Balance Account.

4.09    MAXIMUM BENEFIT LIMITATION

        Notwithstanding any provision of the Plan to the contrary, the maximum
annual Pension Allowance payable to a Participant under the Plan shall be
subject to the limitations set forth in Code Section 415 and any regulations or
rulings issued there under. If a Pension Allowance begins after January 1, 2002
and before the Participant's 62nd birthday, the dollar limitation described in
Code Section 415(b)(1)(A) shall be the Actuarial Equivalent of the maximum
benefit payable at age 62. If the Pension Allowance begins after the
Participant's Social Security Retirement Age, or, beginning on January 1, 2002,
after the Participant attains age 65, such dollar limitation shall be the
Actuarial Equivalent, based on an interest rate of 5% per annum in lieu of the
interest rate otherwise used in the determination of Actuarial Equivalent, to
the maximum benefit payable at the Participant's Social Security Retirement Age,
or payable at age 65, as the case may be. If the Pension Allowance is payable
neither as a life annuity nor as a qualified joint and survivor annuity with the
Participant's spouse as contingent annuitant, the maximum limitation shall be
the Actuarial Equivalent of the maximum limitation otherwise applicable.
Actuarial Equivalent for purposes of this Section 4.09 shall be determined in
accordance with Code Section 415(b) and the regulations or rulings issued there
under and using the IRS Mortality Table and an interest rate of 5%, except that
the Actuarial Equivalent of a Pension Allowance payable in the form of a lump
sum shall be determined on the basis of the IRS Mortality Table and the IRS
Interest Rate.

4.10    TRANSFERS AND EMPLOYMENT WITH AN AFFILIATE

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<Page>

   (a)  If a Participant becomes (i) employed by an Employer in any capacity
other than as an Eligible Employee; (ii) employed by the Company or an Affiliate
who is not an Employer; or (iii) a Leased Employee, he or she will retain any
Accredited Service he or she has under this Plan but will not accrue additional
Accredited Service. Upon his or her later retirement or termination of
employment with the Company or an Affiliate (or upon benefit commencement in the
case of a Leased Employee), any benefits to which the Participant is entitled
under the Plan shall be determined under the Plan provisions in effect on the
date he or she ceased to be on the active payroll of an Employer and an Eligible
Employee and only on the basis of his or her Accredited Service accrued while he
or she was an Eligible Employee.

   (b)  Subject to the Break in Service provisions of Article 3, and except as
provided in an Appendix to the Plan, in the case of a person who was originally
employed by or providing services to the Company or an Affiliate as a Leased
Employee or in any capacity other than as an Eligible Employee and thereafter
becomes a Participant, upon his or her later retirement or termination of
employment, the benefits payable under the Plan shall be computed under the Plan
provisions in effect at that time, and only on the basis of the Accredited
Service accrued while he or she is an Eligible Employee.

   (c)  If a CECONY Participant's Accredited Service consists of Accredited
Service as a CECONY Management Participant and as a CECONY Weekly Participant
prior to January 1, 2001, his or her Pension Allowance shall be calculated as if
he or she were credited with Accredited Service under one Prior Plan. The
Pension Allowance of such Participant shall be calculated under the benefit
formula applicable to such Participant as of his or her termination of
employment with the Company or an Affiliate.

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<Page>

4.11    MINIMUM BENEFITS

        In no event shall the benefit payable to a Participant who was an
Eligible Employee on the Effective Date of this amendment and restatement of the
Plan be less than the amount, if any, payable under the minimum benefit
provisions in effect immediately prior thereto.

4.12    ADDITIONAL PROVISIONS

        For additional provisions applicable to certain Participants, see the
following Appendices:

        (a)  Appendix C- For provisions applicable to O&R Participants
                         transferred to or hired by CECONY or a CEI Affiliate.

        (b)  Appendix D- For provisions applicable to Participants employed at
                         facilities purchased from Western Massachusetts
                         Electric Company.

        (c)  Appendix G- For provisions applicable to a special adjustment in
                         the Pension Allowance of certain Participants.

        (d)  Appendix H- For provisions applicable to certain CECONY
                         Participants at fossil-fueled divested operations.

        (e)  Appendix I- For provisions applicable to O&R Participants under
                         O&R's Pension Protection Program.

        (f)  Appendix J- For provisions applicable to certain CECONY
                         Participants and CEI Participants at divested nuclear
                         operations.

        (g)  Appendix K- For provisions applicable to CECONY Support Employees
                         Re: Voluntary Retirement Incentive - Support
                         Organizations.

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<Page>

        (h)  Appendix L  For provisions showing illustrative calculations of the
                         pension benefit adjustment for O&R Participants.

        (i)  Appendix M  For provisions applicable to certain Participants
                         employed at the Lakewood facilities.

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<Page>

                                    ARTICLE V

                            AUTOMATIC FORM OF PAYMENT

5.01    AUTOMATIC FORM OF PAYMENT

   (a)  CEI PARTICIPANTS

        (1)  If a CEI Participant is not married on his or her Annuity Starting
             Date, his or her Pension Allowance will be payable in monthly
             installments ending with the monthly payment for the month in which
             the CEI Participant dies. An unmarried CEI Participant may also
             elect an optional form of benefit as provided in Section 5.02.

        (2)  If a CEI Participant is married on his or her Annuity Starting
             Date, and if he or she has not elected an optional form of benefit
             as provided in Section 5.02, the Pension Allowance shall be the
             Actuarial Equivalent of the Pension Allowance payable under Section
             5.01(a)(1) above to an unmarried CEI Participant and shall be
             payable in the form of a qualified joint and survivor annuity,
             providing for a Pension Allowance payable during the life of the
             Participant and, after his or her death, one-half of that Pension
             Allowance payable during the life of, and to, his or her Surviving
             Spouse.

        (3)  The CEI Participant's Cash Balance Account will be converted into
             either a single life annuity or qualified joint and survivor
             annuity, as applicable, based on the IRS Interest Rate and IRS
             Mortality Table in effect as of the Annuity Starting Date.

        (4)  In the event the Cash Balance Account immediately payable to a CEI
             Participant or his or her Surviving Spouse or Beneficiary has a
             value of

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<Page>

             $5,000 or less, such value shall be paid in a single lump sum to
             the CEI Participant, Surviving Spouse or Beneficiary in lieu of any
             other benefit under the Plan.

   (b)  CECONY PARTICIPANTS

        (1)  If a CECONY Participant is not married on his or her Annuity
             Starting Date, his or her Pension Allowance will be payable in
             monthly installments ending with the last monthly payment for the
             month in which the CECONY Participant dies. An unmarried CECONY
             Participant may elect an optional form of benefit as provided in
             Section 5.02.

        (2)  If a CECONY Participant is married on his or her Annuity Starting
             Date, and if he or she has not elected an optional form of benefit
             as provided in Section 5.02, the Pension Allowance payable shall be
             in the form of a qualified joint and survivor annuity, providing
             for a Pension Allowance during the life of the Participant and
             after his or her death, one half of that Pension Allowance payable
             during the life of, and to, the Participant's Surviving Spouse.

        (3)  In the event that a Pension Allowance payable to a CECONY
             Participant or his or her Surviving Spouse has a present value of
             $5,000 or less, such present value shall be paid in a single lump
             sum to the CECONY Participant or Surviving Spouse, in lieu of the
             Pension Allowance or annuity otherwise payable. The calculation of
             the present value of a Pension Allowance, for the purpose of the
             foregoing sentence, shall be made on the basis of the Consolidated
             RPA '94 Lump Sum Conversion Factor for the Participant's age, as in
             effect for the month in which payment is to be made; provided,

                                                                              68
<Page>

             however, that the resulting amount shall not be less than the
             present value of the annual Pension Allowance determined in
             accordance with the applicable benefit formula set forth in
             Appendix F, Section F.1 or F.2 taking into account only the
             Participant's employment and Annual Compensation prior to January
             1, 1997, calculated on the basis of the lump sum factors set forth
             in Table B of Appendix A and the Participant's age as of the date
             of determination.

   (c)  O&R PARTICIPANTS

        (1)  If an O&R Participant is not married on his or her Annuity Starting
             Date, his or her Pension Allowance shall be payable in monthly
             installments ending with the monthly payment for the month in which
             the O&R Participant dies. An unmarried O&R Participant may elect an
             optional form of benefit as provided in Section 5.02.

        (2)  If an O&R Participant is married on his or her Annuity Starting
             Date, and if he or she has not elected an optional form of benefit
             as provided in Section 5.02, his or her Pension Allowance shall be
             the Actuarial Equivalent to such Pension Allowance payable in the
             form of a single life annuity, and shall be payable in the form of
             a qualified joint and survivor annuity, providing for a Pension
             Allowance payable to the O&R Participant during his or her life,
             and providing after his or her death, one-half of that Pension
             Allowance payable during the life of, and to, his or her Surviving
             Spouse.

        (3)  In the event that a Pension Allowance payable to an O&R Participant
             or his or her Surviving Spouse shall have a present value of $5,000
             or less, such

                                                                              69
<Page>

             present value shall be paid in a single lump sum to the O&R
             Participant or Surviving Spouse, in lieu of the Pension Allowance
             or annuity otherwise payable. The calculation of the present value
             of a Pension Allowance, for the purpose of the foregoing sentence,
             will be the mortality table prescribed by the Secretary of the
             Treasury in accordance with Code Section 417(e)(3)(A)(ii)(I) in
             effect on the date of distribution and the interest rate will be
             the lesser of five percent (5%) or the annual rate of interest on
             thirty-year Treasury securities determined in accordance with Code
             Section 417(e)(3)(A)(ii)(II) for the second full calendar month
             preceding the first day of the Plan Year which contains the
             distribution date.

   (d)  Special Rules Regarding Pension Allowances of Less Than $5,000 The
determination as to whether a lump sum payment is less than $5,000 and
immediately payable shall be made as soon as practicable following a
Participant's termination of employment or death. To the extent permitted by
law, in the event the present value of a Pension Allowance exceeds $5,000 upon
an initial determination as to its present value, the present value of the
Pension Allowance shall be re-determined annually as of the first day of each
subsequent Plan Year. Any lump sum benefit payable shall be made as soon as
practicable following the determination that the amount qualifies for
distribution under the provisions of this paragraph (d). In the event a
Participant is not entitled to any Pension Allowance upon his or her termination
of employment, he or she shall be deemed cashed-out as of the date he or she
terminated service. If a non-vested Participant who is deemed cashed-out is
subsequently re-employed under circumstances

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<Page>

where the Participant's prior service is restored, he or she shall be deemed to
have repaid such amount together with interest as described in Section 3.03.

5.02    OPTIONAL FORMS OF PAYMENT

   (a)  CEI PARTICIPANT. A CEI Participant may, subject to the provisions of
Section 5.03, elect to receive his or her benefit in the form of a Cash Balance
Single Sum Payment in lieu of any other benefit under the Plan.

   (b)  CECONY PARTICIPANT AND CEI PARTICIPANT. Unless specifically stated
otherwise, effective as of December 1, 1996, a CECONY Participant and a CEI
Participant may, subject to the provisions of Section 5.03, elect to convert the
Pension Allowance otherwise payable to him or her as a single life annuity in
the case of an unmarried CECONY Participant or unmarried CEI Participant, and a
qualified joint and 50% surviving spouse annuity, in the case of a married
CECONY Participant or married CEI Participant, into an optional benefit that is
the Actuarial Equivalent, as provided in one of the options named below and the
applicable factors set forth in Appendix A.

        (1)  TWELVE YEAR CERTAIN AND LIFE ANNUITY OPTION. A modified Pension
             Allowance payable during the Participant's life, reduced by the
             appropriate factor in Appendix A, Section A-1, Table C, for an
             unmarried CECONY Participant or Table D for a married CECONY
             Participant, and in Appendix A, Section A-3, TABLE A, for a CEI
             Participant. If the Participant dies within 144 months after his or
             her Annuity Starting Date, the balance of those 144 monthly
             payments will be paid: (A) in the case of an unmarried Participant,
             to one or more Beneficiaries named by him or her when he or she
             elected the option, or to the Participant's estate if the
             Participant failed to designate a Beneficiary, or failed to
             designate a new Beneficiary if the designated

                                                                              71
<Page>

             Beneficiary predeceases the Participant and (B) in the case of a
             married Participant, to the Surviving Spouse, or if the Surviving
             Spouse does not survive the full 144 months following the
             Participant's Annuity Starting Date, to one or more Beneficiaries
             named by such Participant. The Participant's estate shall also
             receive any of the 144 guaranteed payments which remain to be paid
             following the death of the designated Beneficiary, provided that
             the Plan may, upon the request of the legal representative of the
             estate, pay to the estate the present value of all remaining
             payments, discounted by the rate utilized to calculate the
             appropriate factors set forth in Appendix A, Section A-1, Table C
             for an unmarried CECONY Participant and Table D for a married
             CECONY Participant or Appendix A, Section A-3, TABLE A for a CEI
             Participant, as in effect on the date of the Participant's death.
             If the Surviving Spouse is the Beneficiary, the Surviving Spouse
             will receive a surviving spouse annuity equal to 50% of the amount
             of the reduced twelve year certain annuity, commencing on the later
             of the expiration of the 144-month period or the Participant's
             death.

        (2)  JOINT AND 100% SURVIVING SPOUSE ANNUITY. A modified Pension
             Allowance payable during the Participant's life, and after his or
             her death, payable during the life of, and to, his or her Surviving
             Spouse. At the election of the Participant, the option may include
             a pop-up feature, as described below:

           (i)   If the Participant does not elect the pop-up feature, then the
                 amount payable for the life of the Participant shall be equal
                 to the Pension

                                                                              72
<Page>

                 Allowance otherwise payable to the Participant, reduced by the
                 appropriate factor in Appendix A, Section A-1, Table G, for a
                 CECONY Participant or in Appendix A, Section A-3, Table B, for
                 a CEI Participant and the Surviving Spouse shall receive for
                 his or her life an annuity equal to the amount payable to the
                 Participant (before giving effect to any option elected under
                 Section 5.02(b)(3) below).

           (ii)  If the Participant elects the pop-up feature, then the amount
                 payable to the Participant during the period that both the
                 Participant and his or her spouse are alive shall be the
                 Pension Allowance otherwise payable to the Participant, reduced
                 by the appropriate factor in Appendix A, Section A-1, Table H,
                 for a CECONY Participant, or in Appendix A, Section A-3, Table
                 C, for a CEI Participant. The amount payable to the Participant
                 during any period subsequent to the death of his or her spouse
                 shall be equal to the Pension Allowance otherwise payable to
                 the Participant in the absence of an election under this
                 paragraph, and the Participant's Surviving Spouse shall receive
                 for his or her life an annuity equal to the amount payable to
                 the Participant during the period that the Participant and his
                 or her spouse were both alive. In the event the Participant
                 elects the option under Section 5.02(b)(3) below, the amount
                 payable to the Participant's Surviving Spouse shall be
                 determined assuming the Participant had not made any election
                 under Section 5.02(b)(3).

        (3)  LEVEL INCOME OPTION.

                                                                              73
<Page>

           (i)   A Participant who is eligible to commence a Pension Allowance
                 and whose Annuity Starting Date precedes his or her attainment
                 of the age at which he or she is eligible to receive unreduced
                 Social Security benefits may elect to receive his or her
                 Pension Allowance under the Level Income Option. He or she may
                 further elect as a leveling month, for purposes of (ii) below,
                 either the month following the month in which he or she reaches
                 age 62 or the earliest month for which he or she is eligible to
                 receive unreduced Social Security benefits. The election of
                 this option may be made in addition to an election for a Twelve
                 Year Certain and Life Option or a Joint and 100% Surviving
                 Spouse Annuity, as referred to above.

           (ii)  If a Participant elects this option, the amount payable to him
                 or her during the period commencing with his or her Annuity
                 Starting Date and ending with the month prior to the leveling
                 month shall be increased and the amount payable during the
                 period commencing with the leveling month and ending in the
                 month of the Participant's death shall be decreased from the
                 Pension Allowance otherwise payable to the Participant, based
                 on factors specified in Appendix A, Section A-1, Table I, for a
                 CECONY Participant or in Appendix A, Section A-3, Table D, for
                 a CEI Participant. The present value of the benefit payable
                 under this option shall be equal to the present value of the
                 Pension Allowance otherwise payable to the Participant,
                 determined on the actuarial bases specified in Appendix A,

                                                                              74
<Page>

                 Section A-1, Table I, for a CECONY Participant, or in Appendix
                 A, Section A-3, Table D, for a CEI Participant.

           (iii) The amounts payable under this option shall be determined on
                 the basis of an estimate of the Social Security benefit that
                 the Participant would be eligible to commence to receive in the
                 leveling month so that the amount payable for the month next
                 preceding the leveling month shall be approximately equal to
                 the sum of the amount payable for the leveling month plus the
                 estimated Social Security benefit commencing in the leveling
                 month, without taking into account any prospective cost of
                 living adjustment pursuant to Section 11.02 of the Plan.

           (iv)  The amount payable to the Participant under this option shall
                 not be adjusted after the Participant's Annuity Starting Date,
                 and prior to the leveling month, regardless of any difference
                 between the estimate taken into account in the determination
                 thereof and the Social Security benefits actually paid or
                 payable to the Participant, and regardless of whether the
                 Participant elects to commence receipt of Social Security
                 benefits in any month other than the leveling month. Commencing
                 in the leveling month, the amount payable to a Participant
                 shall be reduced by an amount equal to the product of (I) the
                 estimated Social Security benefit taken into account for
                 purposes of subparagraph (iii) and (II) a fraction, the
                 numerator of which shall be the amount payable to the
                 Participant in the month next preceding the leveling month,
                 taking into account any cost of living adjustments pursuant to
                 Section 11.02, and the denominator of

                                                                              75
<Page>

                 which shall be the amount determined to be payable as of the
                 Participant's Annuity Starting Date, in accordance with
                 subparagraph (ii) above.

           (v)   In the event that a Participant who elects to receive his or
                 her Pension Allowance under this option has also made an
                 election to receive either a Twelve Year Certain and Life
                 Option or a Joint and 100% Surviving Spouse Annuity Option,
                 then the amount of Pension Allowance taken into account in the
                 determination under subparagraph (iii) above shall be the
                 amount payable to the Participant after giving effect to his or
                 her election for a Twelve Year Certain and Life Option or a
                 Joint and 100% Surviving Spouse Annuity Option. In such event,
                 the Participant's election to receive his or her Pension
                 Allowance under this option shall have no effect on the amount
                 payable to his or her Surviving Spouse or Beneficiary under any
                 other election he or she has made. In the event that the amount
                 payable to a Participant who has elected to receive his or her
                 Pension Allowance under this option and also made an election
                 to receive a Joint and 100% Surviving Spouse Annuity with a
                 Pop-Up Feature is increased on account of the death of his or
                 her spouse, the amount of such increase shall be disregarded
                 for purposes of subparagraph (iv).

        If a Participant dies after Pension Allowance payments have commenced,
any payments continuing on to his or her Surviving Spouse or Beneficiary shall
be distributed at least as rapidly as under the method of distribution being
used as of the Participant's date of death.

        (4)  CASH OUT OPTION

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           (i)   A CECONY Participant who is not a Rule of 75 Participant may
                 elect to receive the Pension Allowance otherwise payable to him
                 or her in the form of a Cash Out. The election to receive a
                 Cash Out may be made at any time subsequent to the
                 Participant's termination of employment and prior to the date
                 on which the Participant becomes a Rule of 75 Participant and
                 will be subject to the provisions of Section 5.03. A
                 Participant will not be eligible to receive a Cash Out after he
                 or she has become a Rule of 75 Participant, regardless of
                 whether he or she was a Rule of 75 Participant at the time of
                 his or her termination of employment from the Company or an
                 Affiliate.

           (ii)  The Cash Out is a lump sum payment representing the present
                 value of the deferred vested Pension Allowance payable to the
                 Participant at Normal Retirement Date. Effective January 1,
                 1997, the amount of a Cash Out will be the greater of (A) the
                 product of the deferred vested Pension Allowance amount
                 determined in accordance with Section 4.05(a) and the
                 Consolidated RPA '94 Lump Sum Conversion Factor, as in effect
                 for the Participant's Annuity Starting Date, for the
                 Participant's age in such month, or (B) the product of the
                 deferred vested Pension Allowance amount determined in
                 accordance with Section 4.05(a), taking into account only the
                 Participant's employment and Annual Basic Straight-Time
                 Compensation prior to January 1, 1997, and the factor in
                 Appendix A, Section A-1, Table B for the Participant's age as
                 of his or her Annuity Starting Date. For the purpose of the
                 foregoing sentence, a Participant's

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                 age in any month shall be his or her age on the birthday nearer
                 in time to the first of such month.

           (iii) In lieu of the Cash Out, a Participant who is eligible to elect
                 to receive a Cash Out may receive an immediate annuity,
                 commencing in the month in which the Cash Out would otherwise
                 have been payable, in accordance with the provisions of Section
                 5.03. The amount of such immediate annuity shall be the greater
                 of (A) the amount determined by dividing the Cash Out, computed
                 in accordance with paragraph (i)(A) above, by an annuity
                 conversion factor determined on the basis of the IRS Mortality
                 Table, the Adjusted IRS Interest Rate, and the Participant's
                 age as of the month of determination; or (B) the product of the
                 deferred vested Pension Allowance amount determined in
                 accordance with paragraph (i)(B) above and a reduction factor
                 for early commencement based on the same mortality and interest
                 assumptions used in Appendix A, Section A-1, Table B, and the
                 Participant's age as of the month of determination.

   (c)  O&R PARTICIPANT. An O&R Participant may, subject to Section 5.03, elect
to convert his or her Pension Allowance otherwise payable into an Actuarial
Equivalent optional form of benefit, in accordance with one of the options
described below. If a person other than the spouse of the O&R Participant is
named as the contingent annuitant under an option, the value of the Pension
Allowance payable to the O&R Participant under the option will in no event be
less than fifty-one percent of the total value of the benefits payable to the
O&R Participant and contingent annuitant.

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        (1)  JOINT AND 100% SURVIVOR ANNUITY. A modified Pension Allowance
             payable during the O&R Participant's life, with the provision that,
             on his or her death, the modified Pension Allowance shall be paid
             during the life of, and to, the surviving contingent annuitant who
             was nominated by the Participant by written designation duly filed
             with, and receipt acknowledged by, the Plan Administrator when the
             O&R Participant elected the option.

        (2)  JOINT AND 50% SURVIVOR ANNUITY. A modified Pension Allowance
             payable during the O&R Participant's life, with the provision that,
             after his or her death, a Pension Allowance at one half the rate of
             his or her modified Pension Allowance shall be paid during the life
             of, and to, the surviving contingent annuitant who was nominated by
             him or her by written designation duly filed with, and receipt
             acknowledged by, the Plan Administrator when he or she elected the
             option. This is the normal form of payment of the Normal Retirement
             Allowance for an O&R Participant who is married on his or her
             Annuity Starting Date, with the Participant's spouse as contingent
             annuitant, as provided in Section 5.01(c).

        (3)  JOINT AND 100% SURVIVOR ANNUITY WITH POP-UP FEATURE. A modified
             Pension Allowance payable during the O&R Participant's life, with
             the provision that, on his or her death, it shall be paid during
             the life of, and to, the contingent annuitant nominated by him or
             her by written designation duly filed with, and receipt
             acknowledged by, the Plan Administrator when he or she elected the
             option, if the contingent annuitant is surviving at the time of the
             O&R Participant's death. If the designated contingent annuitant

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             predeceases the O&R Participant, the Pension Allowance payable to
             the O&R Participant for months following the death of the
             contingent annuitant will increase to the Pension Allowance payable
             for the O&R Participant's life with no further benefits payable
             following the O&R Participant's death; or

        (4)  JOINT AND 50% SURVIVOR ANNUITY WITH POP-UP FEATURE. A modified
             Pension Allowance payable during the O&R Participant's life, with
             the provision that after his or her death a Pension Allowance at
             one-half the rate of his or her modified Pension Allowance will be
             paid during the life of, and to, the contingent annuitant nominated
             by him or her by written designation duly filed with, and receipt
             acknowledged by, the Plan Administrator when he or she elected the
             option, if the contingent annuitant is surviving at the time of the
             O&R Participant's death. If the designated contingent annuitant
             predeceases the O&R Participant, the Pension Allowance payable to
             the O&R Participant for months following the death of the
             contingent annuitant will increase to the Pension Allowance payable
             for the O&R Participant's life with no further benefits payable
             following the O&R Participant's death.

        (5)  The optional forms of benefit amounts set forth for an O&R
             Participant will be calculated in accordance with the actuarial
             tables in Appendix A, Section A-2, Tables A through F.

5.03    ELECTION OF OPTIONS

   (a)  A married Participant's election of any option is effective only if
Spousal Consent to the election is received by the Plan Administrator, unless:

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<Page>

        (1)  the option provides for monthly payments to his or her spouse for
             life after the Participant's death, in an amount equal to at least
             50% but not more than 100% of the monthly amount payable under the
             option to the Participant, and

        (2)  the option is no greater than the Actuarial Equivalent of the
             qualified joint and survivor annuity.

   (b)  An Employer shall furnish to each Participant a written explanation in
non-technical language of the terms and conditions of the Pension Allowance
payable to the Participant in the applicable normal and optional forms of
Pension Allowance to the Participant. Such explanation shall include a general
description of the eligibility conditions for, and the material features and
amounts payable under, the optional forms of Pension Allowance under the Plan,
any rights the Participant may have to defer commencement of his or her Pension
Allowance, the requirement for Spousal Consent as provided in paragraph (a)
above, and the right of the Participant to make, and to revoke, elections.

   (c)  Each Employer shall provide the written explanation required by Section
5.03(b) no more than 90 days and no less than 30 days prior to the Participant's
Annuity Starting Date. A Participant's Annuity Starting Date may not occur less
than 30 days after receipt of the notice. An election for an optional form shall
be made on a form provided by the Plan Administrator and may be made during the
90-day period ending on the Participant's Annuity Starting Date, but not prior
to the date the Participant receives such written explanation.

   (d)  Notwithstanding the provisions of paragraph (c) above, a CECONY
Participant, other than a Rule of 75 CECONY Participant, may, after having
received the written

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<Page>

explanation, affirmatively elect to have his or her benefit commence, or to
receive his or her benefit in the form of a Cash Out, as applicable, sooner than
30 days following his or her receipt of the written explanation provided all of
the following requirements are met:

        (1)  the Plan Administrator clearly informs the Participant that he or
             she has a period of at least 30 days after receiving the
             explanation to decide when to have his or her benefits begin and,
             if applicable, to choose a particular optional form of payment;

        (2)  the Participant affirmatively elects a date for his or her benefits
             to begin and, if applicable, an optional form of payment, after
             receiving the explanation;

        (3)  the Participant is permitted to revoke his or her election until
             the later of his or her Annuity Starting Date or seven days
             following the day he or she received the explanation;

        (4)  payment does not commence less than seven days following the day
             after the explanation is received by the Participant; and

        (5)  the Participant's Annuity Starting Date is after the date the
             explanation is provided.

   (e)  An election of an option may be revoked on a form provided by the Plan
Administrator, and subsequent elections and revocations may be made at any time
and from time to time during the election period specified in paragraph (c) or
(d) above, whichever is applicable. An election of an optional form of benefit
shall be effective on the Participant's Annuity Starting Date and may not be
modified or revoked after his or her Annuity Starting Date unless otherwise
provided under paragraph (d). A revocation of any election shall be effective
when the completed form is filed with the Plan

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<Page>

Administrator. If a Participant who has elected an optional form of benefit dies
before the date the election of the option becomes effective, the election shall
be given effect. If the Beneficiary designated under an option dies before the
date the election of the option becomes effective, the election shall be
revoked.

5.04    COMMENCEMENT OF PAYMENTS

   (a)  Except as otherwise provided in Article 4 or this Article 5, payment of
a Participant's Pension Allowance will begin as soon as administratively
practicable following the latest of (i) the Participant's 65th birthday, (ii)
the fifth anniversary of the date on which he or she became a Participant, or
(iii) the date he or she terminates service with the Company or an Affiliate,
(but not more than 60 days after the close of the Plan Year in which the latest
of (i), (ii) or (iii) occurs).

   (b)  Notwithstanding the preceding paragraph, payment of any Participant's
Pension Allowance will begin not later than April 1 of the calendar year
following the later of the calendar year in which he or she attains age 70 1/2
or terminates employment.

5.05    DISTRIBUTION LIMITATION

        Notwithstanding any other provision of this Article 5, all distributions
from this Plan will conform to the regulations issued under Code Section
401(a)(9), including the incidental death benefit provisions of Code Section
401(a)(9)(G). Further, such regulations shall override any plan provision that
is inconsistent with Code Section 401(a)(9). The life expectancies of
Participants and their spouses shall not be recalculated.

5.06    DIRECT ROLLOVER OF CERTAIN DISTRIBUTIONS

   (a)  Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Article, a distributee may
elect, at the time and in

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the manner prescribed by the Plan Administrator, to have any portion of an
eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.

   (b)  The following definitions apply to the terms used in this Section:

        (1)  An "eligible rollover distribution" is any distribution of all or
             any portion of the balance to the credit of the distributee, except
             that an eligible rollover distribution does not include: any
             distribution that is one of a series of substantially equal
             periodic payments (not less frequently than annually) made for the
             life (or life expectancy) of the distributee or the joint lives (or
             joint life expectancies) of the distributee and the distributee's
             designated beneficiary, or for a specified period of ten years or
             more; any distribution to the extent such distribution is required
             under Code Section 401(a)(9); the portion of any distribution that
             is not includible in gross income (determined without regard to the
             exclusion for net unrealized appreciation with respect to employer
             securities); and any distribution where all otherwise eligible
             distributions are expected to total less than $200;

        (2)  An "eligible retirement plan" is an individual retirement account
             described in Code Section 408(a), an individual retirement annuity
             described in Code Section 408(b), an annuity plan described in Code
             Section 403(a), or a qualified trust described in Code Section
             401(a), that accepts the distributee's eligible rollover
             distribution. However, in the case of an eligible rollover
             distribution to the Surviving Spouse, an eligible retirement plan
             is an individual retirement account or individual retirement
             annuity;

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<Page>

        (3)  A "distributee" includes an Employee or former Employee. In
             addition, the Employee's or former Employee's Surviving Spouse and
             the Employee's or former Employee's spouse or former spouse who is
             the alternate payee under a qualified domestic relations order, as
             defined in Code Section 414(p), are distributees with regard to the
             interest of the spouse or former spouse; and

        (4)  A "direct rollover" is a payment by the Plan to the eligible
             retirement plan specified by the distributee.

        In the event that the provisions of this Section 5.06 or any part
thereof cease to be required by law as a result of subsequent legislation or
otherwise, this Section or any applicable part thereof shall be ineffective
without the necessity of further amendments to the Plan.

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<Page>

                                   ARTICLE VI

                                  CONTRIBUTIONS

6.01    EMPLOYERS' CONTRIBUTIONS

        It is the intention of the Company and the Employers to continue the
Plan, make the contributions that are necessary to maintain the Plan on a sound
actuarial basis and to meet the minimum funding standards prescribed by law.
However, subject to the provisions of Article X, an Employer may discontinue its
contributions for any reason at any time. Any forfeitures shall be used to
reduce the Employers' contributions otherwise payable.

6.02    RETURN OF CONTRIBUTIONS

   (a)  The contributions of the Employers to the Plan are conditioned upon
their deductibility under Code Section 404. If all or part of the deductions of
the Employers are disallowed by the Internal Revenue Service, the portion of the
contributions to which that disallowance applies will be returned to the
Employers without interest, but reduced by any investment loss attributable to
those contributions. The return shall be made within one year after the date of
the disallowance of the deduction.

   (b)  The Employers may recover without interest the amount of their
contributions to the Plan made on account of a mistake in fact, reduced by any
investment loss attributable to those contributions, if recovery is made within
one year after the date of those contributions.

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<Page>

6.03    NON-CONTRIBUTORY NATURE

        No contributions by any Employee or Participant to the Plan shall be
required or permitted hereunder.

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<Page>

                                   ARTICLE VII

                             ADMINISTRATION OF PLAN

7.01    NAMED FIDUCIARIES

   (a)  The Board has appointed those persons who occupy the positions of Chief
Executive Officer, Chief Financial Officer and Chief Accounting Officer of
CECONY as the Named Fiduciaries of the Plan. The Named Fiduciaries shall have
the joint authority to control and manage the operation and administration of
the Plan, including the appointment of the Plan Administrator. The Named
Fiduciaries may, in their sole and absolute discretion, designate one or more
committees or individuals to serve as the Plan Administrator, or in other
fiduciary capacities responsible for the management, operation and
administration of the Plan and/or investment of the trust and the plan assets.
CECONY also may designate other persons who, upon acceptance of such
designation, shall serve as Named Fiduciaries either instead of or in addition
to those holding the aforementioned offices. Any such designation and acceptance
shall be in writing and retained by the Plan Administrator.

   (b)  The Named Fiduciaries may allocate fiduciary responsibilities among
themselves, and may designate other persons to carry out fiduciary
responsibilities, other than those granted to the Trustee under the trust
agreement adopted for use in implementing the Plan, in accordance with the
following procedure:

        (1)  The Chief Executive Officer of CECONY shall allocate fiduciary
             responsibilities among the Named Fiduciaries in writing, and the
             acceptance of such responsibilities by the Named Fiduciaries shall
             be in writing. Any designation by a Named Fiduciary of persons to
             carry out fiduciary

                                                                              88
<Page>

             responsibilities, other than those granted to the Trustee under the
             trust agreement adopted for use in implementing the Plan, shall be
             in writing, a copy of which shall be delivered to the designee, and
             shall specify the fiduciary responsibilities to be carried out by
             the designee. Written notice of any such designation shall be given
             to all other Named Fiduciaries by the Named Fiduciary making the
             designation. Any such allocations, acceptances and designations
             shall be retained by the Plan Administrator.

        (2)  A Named Fiduciary, or a fiduciary designated by a Named Fiduciary,
             may employ one or more persons to render advice with regard to any
             responsibility such fiduciary has under the Plan.

        (3)  One or more of the Named Fiduciaries may direct the Trustee to
             invest all or any part of the trust fund held by the Trustee in
             investments consistent and in accordance with the Plan's investment
             policy, including but not limited to, investments in insurance
             policies and contracts, including group annuity contracts, and in
             tax-exempt group trusts, and from time to time to liquidate any
             such investment in whole or in part.

        (4)  The Named Fiduciaries shall have the powers granted to them under
             the trust agreement adopted for use in implementing the Plan.

7.02    DUTIES OF PLAN ADMINISTRATOR

   (a)  The Plan Administrator shall have such duties and powers as may be
necessary to discharge its duties hereunder, including but not by way of
limitation, the following:

        (1)  to authorize any agent to execute or deliver any instrument or make
             any payment on its behalf;

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<Page>

        (2)  to retain counsel, employ agents and provide for such clerical,
             accounting, actuarial and consulting services as it may require in
             carrying out the provisions of the Plan;

        (3)  to delegate to other persons all or such portion of its duties
             under the Plan, other than those granted to the Trustee under the
             trust agreement adopted for use in implementing the Plan, as the
             Plan Administrator, in his or her sole discretion, shall decide and
             in accordance with ERISA Section 405;

        (4)  to decide all claims and questions of eligibility, and determine
             the amount, manner and time of payment of any benefit hereunder,
             and to construe and interpret the Plan or other plans as may be
             necessary in conjunction herewith;

        (5)  to make and enforce such rules and regulations as the Plan
             Administrator deems necessary or proper for the efficient
             administration and operation of the Plan;

        (6)  to prescribe procedures to be followed by Participants or
             Beneficiaries filing applications for benefits;

        (7)  to exercise such authority and responsibility, and perform such
             duties, as may be required in order to comply with ERISA and
             governmental regulations issued there under regarding records of
             Participants' service, accrued benefits, and non-forfeitable
             benefits under the Plan;

        (8)  to provide notifications to Participants, and file such annual
             reports as shall be required with the Internal Revenue Service, the
             Department of Labor and the Pension Benefit Guaranty Corporation;

                                                                              90
<Page>

        (9)  to receive and review the annual actuarial valuation of the Plan
             made by the actuary, and the regular reports of the Trustee
             regarding the financial condition, receipts and disbursements of
             the trust fund;

        (10) to furnish to the Employers, upon request, such annual reports with
             respect to the administration of the Plan as are reasonable and
             appropriate;

        (11) to receive service of legal process, as agent for the Plan; and

        (12) to authorize the payment of reasonable and necessary expenses for
             the administration and operation of the Plan.

   (b)  The Plan Administrator shall have the authority to amend the Plan as
follows:

        (1)  in accordance with action by the Board, to amend Appendix B to
             specify that an Affiliate will become an Employer and to provide
             for any special terms and conditions applicable to Participants
             employed by the Employer;

        (2)  to amend Appendix E to specify the method for determining and to
             determine the amount payable from the 401(h) Account for benefits
             under the Retiree Health Plan, pursuant to and for purposes of
             Section 12.06; and

        (3)  to adopt certain amendments to the Plan, which are (a) required or
             desirable in order to implement corporate transactions such as
             mergers, acquisitions and divestitures; (b) required, necessary or
             recommended for compliance with ERISA, the Code or other laws; or
             (c) necessary or desirable for uniform or efficient administration.
             In all cases, any amendment(s) adopted by the Plan Administrator
             shall neither materially nor significantly increase the Employers'
             or the Company's obligations or adversely affect or reduce the
             accrued benefits of Participants.

                                                                              91
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        Any amendment adopted by the Plan Administrator pursuant to this Section
shall be in writing and shall be effective as of the date specified by the Plan
Administrator.

7.03    MEETINGS

        The Plan Administrator will hold meetings upon such notice, at such
place or places, and at such time or times as the Plan Administrator may from
time to time determine.

7.04    COMPENSATION AND BONDING

        The Named Fiduciaries and the Plan Administrator will not receive any
compensation from the Plan for their services as such, and no bond or other
security need be required of them in those capacities in any jurisdiction.

7.05    ESTABLISHMENT OF RULES

        Subject to the limitations of the Plan, the Plan Administrator from time
to time will establish rules for the administration of the Plan and the
transaction of business. The Plan Administrator has discretionary authority to
interpret the Plan and to make factual determinations including but not limited
to, determination of an individual's eligibility for Plan participation, the
right and amount of any benefit payable under the Plan and the date on which any
individual ceases to be a Participant. The determination of the Plan
Administrator as to the interpretation of the Plan or any disputed question
shall be conclusive and final to the extent permitted by applicable law.

7.06    PRUDENT CONDUCT

        The Named Fiduciaries and Plan Administrator will use that degree of
care, skill, prudence and diligence that a prudent person acting in a like
capacity and familiar with such matters would use in a similar situation.

7.07    ACTUARY

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<Page>

        As an aid to the Employers in determining the amount of contributions
payable to the Plan, the actuary designated by the Named Fiduciaries or the Plan
Administrator will make annual actuarial valuations of the assets and
liabilities of the Plan, and will submit to the Plan Administrator the rates of
contribution which it recommends for use.

7.08    MAINTENANCE OF ACCOUNTS

        The Plan Administrator will maintain accounts showing the fiscal
transactions of the Plan and will keep in convenient form such data as may be
necessary for actuarial valuations of the Plan.

7.09    SERVICE IN MORE THAN ONE FIDUCIARY CAPACITY

        Any individual, entity or group of persons may serve in more than one
fiduciary capacity with respect to the Plan and/or the funds of the Plan.

7.10    LIMITATION OF LIABILITY

        The Company, the members of its board of directors, the Employers and
the members of their board of trustees or directors, the Named Fiduciaries, the
Plan Administrator, and any officer, employee or agent of the Company or an
Affiliate shall not incur any liability individually or on behalf of any other
individuals for any act, or failure to act, made in good faith in relation to
the Plan or the funds of the Plan. However, this limitation does not act to
relieve any such individual or the Company or any Affiliate from a
responsibility or liability for any fiduciary responsibility, obligation or duty
under Part 4, Title I of ERISA.

7.11    INDEMNIFICATION

        The Company, the members of its board of directors, the Employers and
the members of their board of trustees or directors, the Named Fiduciaries, the
Plan Administrator, and any officer, employee or agent of the Company or an
Affiliate are

                                                                              93
<Page>

indemnified against any and all liabilities arising by reason of any act, or
failure to act, in relation to the Plan or the funds of the Plan, including,
without limitation, expenses reasonably incurred in the defense of any claim
relating to the Plan or the funds of the Plan, and amounts paid in any
compromise or settlement relating to the Plan or the funds of the Plan, except
for actions or failures to act made in bad faith or which constitute a breach of
fiduciary duty. The foregoing indemnification is from the funds of the Plan to
the extent of those funds and to the extent permitted under applicable law;
otherwise from the general assets of the Employers. The provisions are in
addition to any other indemnification provision otherwise provided to any such
individual by the Company or an Affiliate, provided that there is no duplication
of benefits under this Section 7.11 and any such other provision.

7.12    APPOINTMENT OF INVESTMENT MANAGER

        The Board of Trustees, in its sole discretion, determines the investment
policy for the Plan. However, a Named Fiduciary may, in its sole discretion, and
in accordance with the investment policy, appoint one or more investment
managers to manage the assets of the Plan (including the power to acquire and
dispose of all or part of such assets) as the Named Fiduciary designates. In
that event, the authority over and responsibility for the management of the
assets so designated is the sole responsibility of that investment manager.

        For purposes of this Article, the term "investment manager" means an
individual firm, or entity who:

   (a)  has the power to manage, acquire or dispose of any asset of the Plan;

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<Page>

   (b)  is (i) registered as an investment advisor under the Investment Advisors
Act of 1940, (ii) a bank, as defined in that Act, or (iii) an insurance company
qualified to perform services described in paragraph (a) above; and

   (c)  has acknowledged in writing that he, she or it is a fiduciary with
respect to the Plan.

7.13    EXPENSES OF ADMINISTRATION

        All reasonable expenses that arise in connection with the administration
of the Plan, including but not limited to the compensation of the Trustee,
administrative expenses and proper charges and disbursements of the Trustee and
reasonable compensation and other expenses and charges of any enrolled actuary,
counsel, accountant, specialist, or other person who has been retained by the
Employers, Named Fiduciaries or Plan Administrator in connection with the
administration thereof, will be paid from the funds of the Plan held by the
Trustee under the trust agreement adopted for use in implementing the Plan, to
the extent not paid by the Employers. So long as such reimbursement is in
accordance with Department of Labor Regulation 29 CFR 2550.408c-2(b)(3), the
funds of the Plan may also reimburse the Employers for compensation paid by the
Employers to employees of the Employers who perform services to the Plan.

7.14    CLAIMS AND REVIEW PROCEDURES

   (a)  Applications for benefits and inquiries concerning the Plan (or
concerning present or future rights to benefits under the Plan) must be
submitted in writing to the Plan Administrator. An application for benefits must
be submitted on the prescribed form and signed by the Participant or, in the
case of a benefit payable after his or her death, by his or her Beneficiary, or
a duly authorized legal representative.

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<Page>

   (b)  In the event that an application for benefits is denied in whole or in
part, the Plan Administrator will notify the applicant in writing of the denial
and of the right to review of the denial. The written notice will set forth, in
a manner calculated to be understood by the applicant, specific reasons for the
denial, specific references to the provisions of the Plan on which the denial is
based, a description of any information or material necessary for the applicant
to perfect the application, an explanation of why the material is necessary, and
an explanation of the review procedure under the Plan. The written notice from
the Plan Administrator will be given to the applicant within a reasonable period
of time, not more than 90 days, after the Plan Administrator received the
initial application, unless special circumstances require further time for
processing and the applicant is advised of the need and reason for the extension
within the first 90-day period. The applicant will also be informed of the date
by which the Plan Administrator expects to render the decision. In no event will
the initial decision be given more than 180 days after the Plan Administrator
received the application. The Plan Administrator has the authority to act with
respect to any appeal from a denial of benefits or a determination of benefit
rights.

   (c)  An applicant whose application for benefits was denied in whole or part,
or the applicant's duly authorized representative, may appeal the denial by
submitting to the Plan Administrator a request for a review of the application
within 60 days after receiving written notice of the denial from the Plan
Administrator. The Plan Administrator will give the applicant or his or her
representative an opportunity to review pertinent materials, other than legally
privileged documents, in preparing the request for a review. The request for a
review must be in writing and addressed to the Plan Administrator. The

                                                                              96
<Page>

request for a review shall set forth all of the grounds on which it is based,
all facts in support of the request and any other matters that the applicant
deems pertinent. The Plan Administrator may require the applicant to submit such
additional facts, documents or other materials as it may deem necessary or
appropriate in making its review.

   (d)  The Plan Administrator will act on each request for a review within 60
days after receipt, unless special circumstances require further time for
processing by the Plan Administrator and the applicant is advised of the need
and reason for the extension. In no event will the decision on review be
rendered more than 120 days after the Plan Administrator received the request
for a review. The Plan Administrator will give prompt written notice of its
decision to the applicant. In the event that the Plan Administrator confirms the
denial of the application for benefits in whole or in part, the notice will set
forth, in a manner calculated to be understood by the applicant, the specific
reasons for the decision and specific references to the provisions of the Plan
on which the decision is based. The Plan Administrator has discretionary
authority to administer the plan, including interpreting the terms, determining
eligibility for, entitlement to and amount of benefits under the Plan,
determining any facts and resolving any questions relevant to administration of
the Plan and remedying and correcting any ambiguities, inconsistencies or
omissions in the Plan. Any action taken by the Plan administrator pursuant to
such discretionary authority shall be conclusive and binding on all
participants, beneficiaries and others.

   (e)  The Plan Administrator shall adopt such rules, procedures and
interpretations of the Plan as deemed necessary or appropriate in carrying out
the Plan Administrator responsibilities under this Section 7.14.

                                                                              97
<Page>

   (f)  No legal action for benefits under the Plan may be brought unless and
until the claimant:

           (i)   has submitted a written application for benefits in accordance
                 with paragraph (a),

           (ii)  has been notified by the Plan Administrator that the
                 application is denied,

           (iii) has filed a written request for a review of the application in
                 accordance with paragraph (c), and

           (iv)  has been notified in writing that the Plan Administrator has
                 affirmed the denial of the application;

provided, however, that legal action may be brought after the Plan Administrator
has failed to take any action on the claim within the time prescribed by
paragraphs (b) and (d) above.

                                                                              98
<Page>

                                  ARTICLE VIII

                               MANAGEMENT OF FUNDS

8.01    TRUSTEE

        All the funds of the Plan shall be held by a Trustee appointed from time
to time by the Board under a trust instrument adopted, or as amended, by CECONY
for use in providing the benefits of the Plan and paying its expenses not paid
directly by the Employers. The assets of the Plan may be commingled by the
Trustee with the assets of another qualified defined benefit plan maintained by
an Affiliate; provided, however, that there shall be separate accounting for the
beneficial interest of each such plan in the commingled assets. The beneficial
interest of the trust fund under the Plan will be applied solely in accordance
with the Plan and shall not be available to provide benefits under any other
qualified defined benefit plan or for any other purpose. Expenses and taxes, to
the extent paid from the commingled trust assets, will be equitably divided
between the trust fund under the Plan and the trust fund under any other
qualified defined benefit plan.

8.02    EXCLUSIVE BENEFIT RULE

        Except as otherwise provided in the Plan, no part of the corpus or
income of the funds of the Plan shall be used for, or diverted to, purposes
other than for the exclusive benefit of Participants and other persons entitled
to benefits under the Plan and paying Plan expenses not otherwise paid by the
Employers, before the satisfaction of all liabilities with respect to them. No
person has any interest in or right to any part of the earnings of the funds of
the Plan, or any right in, or to, any part of the assets held under the Plan,
except as and to the extent expressly provided in the Plan.

                                                                              99
<Page>

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.01    NONALIENATION

   (a)  Except as required by any applicable law, or by paragraph (c), no
benefit under the Plan shall in any manner be anticipated, assigned or
alienated, and any attempt to do so shall be void. However, payment may be made
in accordance with the provisions of any judgment, decree, or order which
creates for, or assigns to, a spouse, former spouse, child or other dependent of
a Participant the right to receive all or a portion of the Participant's
benefits under the Plan for the purpose of providing child support, alimony
payments or marital property rights to that spouse, child or dependent, and:

        (1)  is made pursuant to a State domestic relations law,

        (2)  does not require the Plan to provide any type of benefit, or any
             option, not otherwise provided under the Plan, and

        (3)  otherwise meets the requirements of Section 206(d) of ERISA, as
             amended, as a qualified domestic relations order ("QDRO"), as
             determined by the Plan Administrator. The Plan shall have written
             procedures in effect for determining whether an order is a QDRO
             and, if so, for administering distributions under QDROs. The
             procedures shall notify each person, specified in the order who is
             entitled to payment of benefits under the Plan, of such procedures.

        Notwithstanding the foregoing, a Participant whose benefit is in current
pay status may elect to make a voluntary and revocable assignment of such
benefit, not to exceed

                                                                             100
<Page>

10% of any benefit payment, provided the assignment is not for the purpose of
defraying administrative costs.

   (b)  If the present value of any series of payments under a QDRO amounts to
$5,000 or less, a lump sum payment that is the Actuarial Equivalent, determined
in the manner described in Section 5.01, shall be made in lieu of the series of
payments.

   (c)  A Participant's benefits under the Plan will be offset by the amount the
Participant is required to pay to the Plan under the circumstances set forth in
Code Section 401(a)(13)(C).

9.02    CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN

        The establishment of the Plan does not confer any legal rights upon any
Employee or other person for a continuation of employment, nor does it interfere
with the right of the Employers (which right is hereby reserved) to discharge
any Employee and to treat him or her without regard to the effect which that
treatment might have upon him or her as a Participant or potential Participant
in the Plan.

9.03    FACILITY OF PAYMENT

        If the Plan Administrator finds that a Participant or other person
entitled to a benefit is unable to care for his or her affairs because of
illness or accident or because he or she is a minor, the Plan Administrator may
direct, in his or her sole discretion, that any benefit due him or her, unless
claim has been made for the benefit of the Participant by a duly appointed legal
representative, be paid to his or her spouse, a child, a parent or other blood
relative, or to a person with whom he or she resides. Any payment so made shall
be a complete discharge of the liabilities of the Plan for that benefit.
Furthermore, if the Plan Administrator receives from a Participant a power of
attorney valid under state law, the Plan Administrator will comply with the
instructions of the named attorney to the

                                                                             101
<Page>

extent that the Plan Administrator would comply with such instructions if given
by the Participant and such instructions are consistent with the power of
attorney.

9.04    INFORMATION

        Each Participant or other person entitled to a benefit, before any
benefit will be payable to him or her or on his or her account under the Plan,
must file with the Plan Administrator information that the Plan Administrator
requires to establish the Participant's or other person's rights and benefits
under the Plan.

9.05    TOP-HEAVY PROVISIONS

   (a)  The following definitions apply to the terms used in this Section:

        (1)  "applicable determination date" means the last day of the preceding
             Plan Year;

        (2)  "top-heavy ratio" means the ratio of (A) the present value of the
             cumulative accrued benefits under the Plan for key employees to (B)
             the present value of the cumulative accrued benefits under the Plan
             for all key employees and non-key employees; provided, however,
             that if an individual has not performed services for the Company or
             Affiliate at any time during the 5-year period ending on the
             applicable determination date, any accrued benefit for such
             individual (and the account of such individual) shall not be taken
             into account;

        (3)  "applicable valuation date" means the date within the preceding
             Plan Year as of which annual Plan costs are or would be computed
             for minimum funding purposes;

        (4)  "key employee" means an employee who is in a category of employees
             determined in accordance with the provisions Code Section 416(i)(1)
             and (5)

                                                                             102
<Page>

             and any regulations there under, and, where applicable, on the
             basis of the Employee's remuneration which, with respect to any
             Employee, shall mean the wages, salaries and other amounts paid in
             respect of such Employee by the Company or an Affiliate for
             personal services actually rendered, determined before any pre-tax
             contributions under a "qualified cash or deferred arrangement" (as
             defined under Code Section 401(k) and its applicable regulations)
             or under a "cafeteria plan" (as defined under Code Section 125 and
             its applicable regulations), and shall include, but not by way of
             limitation, bonuses, overtime payments and commissions; and shall
             exclude deferred compensation, stock options and other
             distributions which receive special tax benefits under the Code;

        (5)  "non-key employee" means any employee who is not a key employee;

        (6)  "average remuneration" means the average annual remuneration of a
             Participant for the five consecutive years of his or her Vesting
             Service during which he or she received the greatest aggregate
             remuneration, as limited by Code Section 401(a)(17), from the
             Company or an Affiliate, excluding any remuneration for service
             after the last Plan Year with respect to which the Plan is
             top-heavy;

        (7)  "required aggregation group" means each other qualified plan of the
             Company or an Affiliate (including plans that terminated within the
             five-year period ending on the determination date) in which there
             are members who are key employees or which enables the Plan to meet
             the requirements of Code Section 401(a)(4) or 410; and

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<Page>

        (8)  "permissive aggregation group" means each plan in the required
             aggregation group and any other qualified plan(s) of the Company or
             an Affiliate in which all members are non-key employees, if the
             resulting aggregation group continues to meet the requirements of
             Code Sections 401(a)(4) and 410.

   (b)  For purposes of this Section, the Plan shall be "top-heavy" with respect
to any Plan Year beginning on or after January 1, 1984, if as of the applicable
determination date the top-heavy ratio exceeds 60%. The top-heavy ratio shall be
determined as of the applicable valuation date in accordance with Code Section
416(g)(3) and (4)(B) on the basis of the 1983 Group Annuity Mortality Table and
an interest rate of 5 1/2% per year compounded annually. For purposes of
determining whether the Plan is top-heavy, the present value of accrued benefits
under the Plan will be combined with the present value of accrued benefits or
account balances under each other plan in the required aggregation group, and,
in the Employer's discretion, may be combined with the present value of accrued
benefits or account balances under any other qualified plan(s) in the permissive
aggregation group. The accrued benefit of a non-key employee under the Plan or
any other defined benefit plan in the aggregation group shall be (i) determined
under the method, if any, that uniformly applies for accrual purposes under all
plans maintained by the Company or an Affiliate, or (ii) if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule described in Code Section 411(b)(1)(C).

   (c)  The following provisions shall be applicable to Participants for any
Plan Year with respect to which the Plan is top-heavy:

                                                                             104
<Page>

        (1)  In lieu of the vesting requirements specified in Section 4.05, a
             Participant shall be vested in, and have a non-forfeitable right
             to, a percentage of his or her accrued benefit, as set forth in the
             following vesting schedule:

<Table>
<Caption>
                     YEARS OF VESTING SERVICE        PERCENTAGE VESTED
                     <S>                                  <C>
                     Less than 2 years                      0%
                     2 years                               20%
                     3 years                               40%
                     4 years                               60%
                     5 years                              100%
</Table>

        (2)  The accrued benefit of a Participant who is a non-key employee
             shall not be less than 2% of his or her average remuneration
             multiplied by the number of years of his or her Vesting Service,
             not in excess of 10, during the Plan Years for which the Plan is
             top-heavy. That minimum benefit shall be payable at a Participant's
             Normal Retirement Date. If payments commence at a time other than
             the Participant's Normal Retirement Date, the minimum accrued
             benefit shall be the Actuarial Equivalent of that minimum benefit.

        (3)  The multiplier "1.25" in Code Sections 415(e)(2)(B)(i) and
             (3)(B)(i) shall be reduced to "1.0", and the dollar amount
             "$51,875" in Code Section 415(e)(6)(B)(i)(I) shall be reduced to
             "$41,500".

   (d)  If the Plan is top-heavy with respect to a Plan Year and ceases to be
top-heavy for a subsequent Plan Year, the following provisions shall be
applicable:

        (1)  The accrued benefit in any such subsequent Plan Year shall not be
             less than the minimum accrued benefit provided in paragraph (c)(ii)
             above, computed as of the end of the most recent Plan Year for
             which the Plan was top-heavy.

                                                                             105
<Page>

        (2)  If a Participant has completed three years of Vesting Service on or
             before the last day of the most recent Plan Year for which the Plan
             was top-heavy, the vesting schedule set forth in paragraph (c)(i)
             above shall continue to be applicable.

        (3)  If a Participant has completed at least two, but less than three,
             years of Vesting Service on or before the last day of the most
             recent Plan Year for which the Plan was top-heavy, the vesting
             provisions of Section 4.05 shall again be applicable; provided,
             however, that in no event shall the vested percentage of a
             Participant's accrued benefit be less than the percentage
             determined under paragraph (c)(i) above as of the last day of the
             most recent Plan Year for which the Plan was top-heavy.

9.06    CONSTRUCTION

   (a)  The Plan shall be construed, regulated and administered under ERISA as
in effect from time to time, and the laws of the State of New York, except where
ERISA controls.

   (b)  The titles and headings of the Articles and Sections in this Plan are
for convenience only. In case of ambiguity or inconsistency, the text rather
than the titles or headings shall control.

9.07    PREVENTION OF ESCHEAT

        If the Plan Administrator cannot ascertain the whereabouts of any person
to whom a payment is due under the Plan, the Plan Administrator may, no earlier
than three years from the date such payment is due, mail a notice of such due
and owing payment to the last known address of such person as shown on the
records of the Plan Administrator or the Employer. If such person has not made
written claim therefore within three months of the date of the mailing, the Plan
Administrator may, if it so elects and upon receiving

                                                                             106
<Page>

advice from counsel to the Plan, direct that such payment and all remaining
payments otherwise due such person be cancelled on the records of the Plan and
the amount thereof applied to reduce the contributions of the Employer. Upon
such cancellation, the Plan has no further liability therefore except that, in
the event such person or his or her Beneficiary later notifies the Plan
Administrator of his or her whereabouts and requests the payment or payments due
to him or her under the Plan, the amount so applied will be paid to him or her
in accordance with the provisions of the Plan, without interest.

                                                                             107
<Page>

                                    ARTICLE X

                        AMENDMENT, MERGER AND TERMINATION

10.01   AMENDMENT OF PLAN

   (a)  CECONY, by action of its Board, or pursuant to authority granted by its
Board, reserves the right at any time and from time to time, and retroactively
if deemed necessary or appropriate, to amend in whole or in part any or all of
the provisions of the Plan. However, no amendment shall make it possible for any
part of the funds of the Plan to be used for, or diverted to, purposes other
than for the exclusive benefit of persons entitled to benefits under the Plan,
before the satisfaction of all liabilities with respect to them. No amendment
will be made which has the effect of decreasing the accrued benefit or reducing
the nonforfeitable percentage of the accrued benefit of a Participant below the
nonforfeitable percentage computed under the Plan as in effect on the date on
which the amendment is adopted or, if later, the date on which the amendment
becomes effective.

   (b)  The Plan Administrator has the authority to amend the Plan to the extent
and in the manner described in Section 7.02(b).

10.02   MERGER, CONSOLIDATION, OR TRANSFER

        The Board may, in its sole discretion, merge this Plan with another
qualified plan, subject to any applicable legal requirements. However, the Plan
may not be merged or consolidated with, and its assets or liabilities may not be
transferred to, any other plan unless each person entitled to benefits under the
Plan would, if the resulting plan were then terminated, receive a benefit
immediately after the merger, consolidation, or transfer

                                                                             108
<Page>

which is equal to or greater than the benefit he or she would have been entitled
to receive immediately before the merger, consolidation, or transfer if the Plan
had then terminated.

10.03   ADDITIONAL PARTICIPATING COMPANIES

   (a)  With the consent of CECONY, an Affiliate may adopt this Plan for some or
all of its Employees. Upon the effective date of the adoption of the Plan by an
Affiliate, the Affiliate shall be an Employer and shall delegate all fiduciary
and administrative responsibilities (including the appointment and removal of
fiduciaries) under the Plan to the Named Fiduciaries and the Plan Administrator
of the Plan. An Employer may adopt the Plan for some or all of its employees
upon appropriate action by such Employer, and with the consent of CECONY, and
the employees for whom the Plan is adopted shall be described in Appendix B to
the Plan.

   (b)  An Employer may terminate its participation in the Plan upon appropriate
action. The funds of the Plan held on account of Participants in the employ of
that Employer will be determined by the Plan Administrator and will be applied
as provided in Section 10.04 if the Plan should be terminated, or will be
segregated by the Trustee as a separate trust, pursuant to certification to the
Trustee by the Plan Administrator, continuing the Plan as a separate plan for
the employees of that company under which the board of directors of that company
will succeed to all the powers and duties of the board of trustees, including
the appointment of named fiduciaries.

                                                                             109
<Page>

10.04   TERMINATION OF PLAN

        CECONY, by action of its Board, may terminate the Plan for any reason at
any time. In case of termination of the Plan, the rights of Participants to
their benefits accrued under the Plan as of the date of the termination, to the
extent then funded or protected by law, if greater, shall be nonforfeitable. The
funds of the Plan shall be used for the exclusive benefit of persons entitled to
benefits under the Plan as of the date of termination, except as provided in
Section 6.02. However, any funds not required to satisfy all liabilities of the
Plan for benefits because of erroneous actuarial computation will be returned to
the Employers. In addition, after the satisfaction of all liabilities for
benefits to which Participants and other persons may be entitled under the Plan,
and satisfaction of all liabilities for expenses under by the Plan, in the event
there are remaining plan assets, upon termination of the Plan, such excess
assets shall revert to the Employers. The Plan Administrator will determine on
the basis of actuarial valuation the share of the funds of the Plan allocable to
each person entitled to benefits under the Plan in accordance with Section 4044
of ERISA, or corresponding provision of any applicable law in effect at the
time. In the event of a partial termination of the Plan, the provisions of this
Section will be applicable to the Participants affected by that partial
termination.

10.05   LIMITATION CONCERNING HIGHLY-COMPENSATED EMPLOYEES AND
        HIGHLY-COMPENSATED FORMER EMPLOYEES

   (a)  The provisions of this Section shall apply (i) in the event the Plan is
terminated, to any Participant who is a highly-compensated employee or
highly-compensated former employee (as those terms are defined in Code Section
414(q)) of the Company or an Affiliate and (ii) in any other event, to any
Participant who is one of the 25 highly-compensated employees or
highly-compensated former employees of the Company or

                                                                             110
<Page>

Affiliate with the greatest compensation in any Plan Year. The amount of the
annual payments to any one of the Participants to whom this Section applies will
not be greater than an amount equal to the annual payments that would be made on
behalf of the Participant during the year under a single life annuity that is
the Actuarial Equivalent of the sum of the Participant's accrued benefit and the
Participant's other benefits under the Plan.

   (b)  If, (i) after payment of Pension Allowance or other benefits to any one
of the Participants to whom this Section applies, the value of Plan assets
equals or exceeds 110% of the value of current liabilities (as that term is
defined in Code Section 412(l)(7)) of the Plan, (ii) the value of the accrued
benefit and other benefits of any one of the Participants to whom this Section
applies is less than 1% of the value of current liabilities of the Plan, or
(iii) the value of the benefits payable to a Participant to whom this Section
applies does not exceed the amount described in Code Section 411(a)(11)(A), the
provisions of paragraph (a) above will not be applicable to the payment of
benefits to such Participant.

   (c)  If any Participant to whom this Section applies elects to receive a lump
sum payment in lieu of his or her Pension Allowance and the provisions of
paragraph (b) above are not met with respect to such Participant, the
Participant will be entitled to receive his or her benefit in full provided he
or she agrees to repay to the Plan any portion of the lump sum payment which
would be restricted by operation of the provisions of paragraph (a), and shall
provide adequate security to guarantee that repayment.

   (d)  Notwithstanding paragraph (a) of this Section, in the event the Plan is
terminated, the restriction of this Section is not applicable if the benefit
payable to any highly-compensated

                                                                             111
<Page>

employee and any highly-compensated former employee is limited to a benefit that
is nondiscriminatory under Code Section 401(a)(4).

   (e)  If it should subsequently be determined by statute, court decision
acquiesced in by the Commissioner of Internal Revenue, or ruling by the
Commissioner of Internal Revenue, that the provisions of this Section are no
longer necessary to qualify the Plan under the Code, this Section shall be
ineffective without the necessity of further amendment to the Plan.

                                                                             112
<Page>

                                   ARTICLE XI

                           COST-OF-LIVING ADJUSTMENTS

11.01   ELIGIBILITY-CECONY PARTICIPANTS

        All Pension Allowances payable to CECONY Participants under the Plan for
the month of April in a calendar year which commenced prior to December 31 of
the prior calendar year shall be eligible for an adjustment hereunder. In the
case of an annuity payable to a Surviving Spouse of a retired CECONY
Participant, the Surviving Spouse's annuity shall be deemed to have commenced on
the date the retired CECONY Participant's Pension Allowance commenced. No CEI
Participant or the Surviving Spouse or Beneficiary of a CEI Participant is
eligible for a cost-of-living adjustment to his or her Cash Balance Account
Pension Allowance.

11.02   ANNUAL ADJUSTMENT-CECONY PARTICIPANTS

        All eligible Pension Allowances of CECONY Participants being paid from
time to time under the Plan shall be increased annually by the percentage
determined under Section 11.03. Such adjustment shall be made for the month of
April each year and for each month thereafter, until further changed or
terminated in accordance with provisions of this Plan.

11.03   PERCENTAGE OF ADJUSTMENT-CECONY PARTICIPANTS

        Each annual adjustment shall equal 75% of the percentage increase,
rounded to the nearest 1/10 of one percent (0.001), in the Index specified in
Section 11.05 for the preceding December over the Index for the next-preceding
December; provided, however, that such annual adjustment shall not:

   (a)  exceed 3%, or

   (b)  be less than 0% of the eligible Pension Allowance.

                                                                             113
<Page>

11.04   LIMITATION ON ADJUSTMENTS-CECONY PARTICIPANTS

        No adjustment in a Pension Allowance provided under this Article XI may
cause such Pension Allowance, as adjusted, to be greater than the product of (a)
the amount of such Pension Allowance paid for the month of December 1986 or the
later month in which the Pension Allowance commenced ("Commencement Month"),
multiplied by (b) a fraction, the numerator of which shall be the Index for the
December immediately preceding the month of April in which the adjustment is to
be made, and the denominator of which shall be the Index for the December
immediately preceding the Commencement Month. Any increase pursuant to this
Article XI shall be reduced to the extent required to satisfy the limitation set
forth in this Section 11.04.

11.05   INDEX-CECONY PARTICIPANTS

        The Index to be used for purposes of this Article XI shall be the
Consumer Price Index, All Urban Consumers - US City Average ("CPI-U"), as
published by the United States Department of Labor. If at any time such Index is
revised or discontinued, or if the Named Fiduciaries determine that a different
index, device, or other form of measurement more accurately measures the impact
of inflation on the purchasing power of retirees, the Named Fiduciaries may
substitute such other index, device, or other form of measurement as they, in
their discretion, determine to be appropriate.

11.06   ELIGIBILITY AND ADJUSTMENT-O&R PARTICIPANTS

        Beginning as of July 1 of the year for which the cumulative percentage
change in the CPI-U, defined below, exceeds 20%, but not earlier than July 1,
1993, and as of each July 1 thereafter, the monthly Pension Allowance then being
received by a retired O&R Participant, or a vested O&R Participant whose
employment terminates after January 1, 1993,

                                                                             114
<Page>

shall be increased by a pension benefit adjustment ("PBA"), not less than zero,
determined by multiplying:

   (a)  the gross monthly Pension Allowance as of the Annuity Starting Date, or
as of June 1, 1993 for a retired O&R Participant whose Annuity Starting Date
occurred prior to January 1, 1989, or in both cases such other gross monthly
Pension Allowance, then being paid to the extent it is not a PBA under this
Section 11.06, by

   (b)  a percentage (rounded to the nearest 100th of a percent) equal to 75% of
the "cumulative percentage change" in the CPI-U for the year in excess of 20%,
but not more than the applicable "cumulative maximum percentage," as defined
below.

11.07   ELIGIBLE SPOUSE OR CONTINGENT ANNUITANT OF O&R PARTICIPANT

        The monthly Pension Allowance being received by a Surviving Spouse,
including a former spouse treated as the spouse under a QDRO, unless the QDRO
provides otherwise, or a contingent annuitant under a joint and survivor annuity
or contingent annuitant option with respect to a retired O&R Participant or
vested O&R Participant whose employment terminates on or after January 1, 1993,
shall be increased by a PBA, not less than zero, on July 1 of each year,
beginning:

   (a)  as of the July 1 coincident with or next following the spouse's or
contingent annuitant's Annuity Starting Date if the retired O&R Participant or
vested O&R Participant had previously received one or more PBAs under Section
11.06 above, or

   (b)  as of the July 1, on or after July 1, 1993, of the year for which the
"cumulative percentage change in the CPI-U" first exceeds 20%.

11.08   PENSION BENEFIT ADJUSTMENT AMOUNT FOR SPOUSE OR
        CONTINGENT ANNUITANT OF O&R PARTICIPANT

                                                                             115
<Page>

   (a)  The PBA for the spouse or contingent annuitant shall be calculated by
multiplying the percentage in Section 11.06(ii) above, determined using the
deceased Participant's Annuity Starting Date, by the spouse's or contingent
annuitant's gross monthly Pension Allowance as of the spouse's or contingent
annuitant's Annuity Starting Date, or as of June 1, 1993 for a spouse or
contingent annuitant whose Annuity Starting Date occurred prior to January 1,
1989, excluding any portion of such Pension Allowance which represents PBAs to
the retired Participant's or vested Participant's Pension Allowance pursuant to
Section 11.06 above.

   (b)  The monthly O&R Surviving Spouse's Pension Allowance, or O&R Spouse's
Death Benefit Allowance with respect to a vested O&R Participant whose
employment terminates after January 1, 1993, then being received by a spouse,
including a former spouse treated as the spouse under a QDRO unless the QDRO
provides otherwise, shall be increased by a PBA, not less than zero, on July 1
of the year for which the "cumulative percentage change in the CPI-U" exceeds
20%, but not earlier than July 1, 1993, and as of each July 1 thereafter. The
PBA shall be calculated by multiplying the percentage in Section 11.06(ii)
above, determined using the spouse's Annuity Starting Date, by the spouse's
gross monthly Pension Allowance, as of the spouse's Annuity Starting Date, or
June 1, 1993 for a spouse whose Annuity Starting Date occurred prior to January
1, 1989.

11.09   PENSION BENEFIT ADJUSTMENT FOR
        ALTERNATE PAYEE OF AN O&R PARTICIPANT

   (a)  The monthly Pension Allowance then being received by an alternate payee,
within the meaning of ERISA Section 206(d) and Code Section 414(p), under a QDRO
who does not otherwise share in an increase by reason of Section 11.06, Section
11.07 or

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Section 11.08 above, and is not subject to the exception in the last sentence
hereof, shall be increased by a PBA, not less than zero, on each July 1
beginning

        (1)  as of the July 1 coincident with or next following the alternate
             payee's Annuity Starting Date if the QDRO is effective after the
             O&R Participant's Annuity Starting Date and the O&R Participant had
             previously received one or more PBAs under Section 11.06 above, or

        (2)  as of the first July 1, on or after July 1, 1993, of the year for
             which the "cumulative percentage change in the CPI-U" first exceeds
             20%.

   (b)  The PBA shall be calculated by multiplying the percentage in Section
11.06(ii) above, determined using the alternate payee's Annuity Starting Date if
the QDRO is effective on or before the O&R Participant's Annuity Starting Date
and using the O&R Participant's Annuity Starting Date if the QDRO is effective
after the O&R Participant's Annuity Starting Date, by the alternate payee's
gross monthly Pension Allowance as of the alternate payee's Annuity Starting
Date, or as of June 1, 1993 for an alternate payee whose Annuity Starting Date
occurred prior to January 1, 1989, excluding any portion of such Pension
Allowance which represents PBAs to the O&R Participant's Pension Allowance
pursuant to Section 11.06 above. This paragraph shall not apply if the QDRO
states that the PBA shall not apply and further shall not apply in any event to
any Pension Allowance paid with respect to a Vested O&R Participant whose
employment terminated prior to January 1, 1993. For purposes of applying the
provisions of Section 5.02(c)(3) and (4) which provide for the monthly Pension
Allowance of a retired O&R Participant or vested O&R Participant to be increased
after the death of the contingent annuitant, such increase, if made on a date
other than a July 1, shall include the PBA which would

                                                                             117
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have applied under paragraph (a) above if the retired O&R Participant or vested
O&R Participant had been receiving the Pension Allowance as a single life
annuity as of the immediately preceding July 1. A retired O&R Participant
(including a O&R Participant who remains in service but has commenced his or her
Allowance because of attainment of age 70-1/2) or a vested O&R Participant will
be considered, for purposes of this Section only, to have multiple Annuity
Starting Dates if the Pension Allowance as of the Annuity Starting Date is
adjusted thereafter as a result of future Annual Compensation and Accredited
Service. The initial Annuity Starting Date, which is the date as of which a
Pension Allowance first begins to the retired or vested O&R Participant from the
Plan, applies to the portion of the Pension Allowance attributable to Annual
Compensation and Accredited Service prior to such initial Annuity Starting Date.
Thereafter, each subsequent date as of which an Pension Allowance is adjusted
after the initial Annuity Starting Date by reason of Annual Compensation or
Accredited Service thereafter shall be considered, for purposes of this Section
only, as the Annuity Starting Date with respect to the portion of the Pension
Allowance attributable to Annual Compensation and Accredited Service since the
previous Annuity Starting Date.

   (c)  The terms specified below which are used in Sections 11.06, 11.07, 11.08
and 11.09 shall have the meanings set forth below, unless the context clearly
dictates another meaning.

        (1)  CPI-U means the annual average figure under the Consumer Price
             Index for All Urban Consumers, U.S. City Average of All Items
             (1982-1984=100), or its successor, as published by the United
             States Bureau of Labor Statistics.

                                                                             118
<Page>

        (2)  Cumulative Percentage Change in the CPI-U for a year is calculated
             by dividing the difference between the CPI-U for the prior year and
             the CPI-U for the year prior to the year in which the applicable
             Annuity Starting Date occurred by the CPI-U for the year prior to
             the year in which the Annuity Starting Date occurred, and rounding
             to the nearest 100th of a percent (e.g., for purposes of
             determining the cumulative percentage change in the CPI-U for 1993
             for a retired O&R Participant whose Annuity Starting Date occurred
             in 1990, subtract the CPI-U for 1989 from the CPI-U for 1992, then
             divide the result by the CPI-U for 1989 and round to the nearest
             100th of a percent). Notwithstanding any provisions of Sections
             11.06, 11.07, 11.08 and 11.09 to the contrary, in all cases when
             the Annuity Starting Date occurred before January 1, 1989, the
             cumulative percentage change in the CPI-U for a year shall be
             calculated by dividing the difference between the CPI-U for the
             prior year and the CPI-U for 1991 by the CPI-U for 1991, rounding
             to the nearest 100th of a percent, and adding 20%.

        (3)  Cumulative Maximum Percentage. For purposes of Section 11.06,
             Section 11.08 and, Section 11.07, if the O&R Participant had not
             previously received any PBA under Section 11.06, and Section 11.09,
             if the alternate payee's Annuity Starting Date is used to determine
             the PBA, cumulative maximum percentage is 3% for the first year in
             which a PBA is made and for each succeeding year is 3% plus 103% of
             the prior year's cumulative maximum percentage, rounded to the
             nearest 100th of a percent (e.g., 3% for the first year, 6.09% for
             the second year, 9.27% for the third year). For purposes of

                                                                             119
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             Section 11.06, if the O&R Participant had previously received a PBA
             under Section 11.06, and Section 11.09, if the Member's Annuity
             Starting Date is used to determine the PBA, the maximum for the
             first year is 3% plus 103% of the prior year's cumulative maximum
             percentage applicable to the Participant, rounded to the nearest
             100th of a percent, and for each succeeding year is 3% plus 103% of
             the prior year's cumulative maximum percentage, rounded to the
             nearest 100th of a percent.

   (d)  Appendix L attached hereto contains sample illustrations which are
intended solely to aid in the interpretation and application of the provisions
of Sections 11.06, 11.07, 11.08 and 11.09.

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<Page>

                                   ARTICLE XII

                                 401(h) ACCOUNT

12.01   ESTABLISHMENT

        Effective January 1, 1986, a "401(h) Account" was established in the
CECONY Management Plan and the CECONY Weekly Plan in order to fund
post-retirement medical benefits to CECONY Management Participants and CECONY
Weekly Participants who meet certain criteria (and the spouses/dependents of
such CECONY Participants) and who retire under the terms of this Plan, pursuant
to the Retiree Health Plan. The provisions of the Retiree Health Plan previously
were set forth in the CECONY Management Plan and the CECONY Weekly Plan.
Effective January 1, 2001, the provisions of the Retiree Health Plan are set
forth in a separate document. CECONY Participants who are or were in any prior
Plan Year "key employees" (as that term is defined in Code Section 416(i)),
their spouses and dependents shall not be eligible for the payment of any
Retiree Health Plan benefits from the 401(h) Account.

12.02   TERMS AND CONDITIONS

        Effective January 1, 2001, a "401(h) Account" is established under this
Plan, and the Retiree Health Plan is maintained by CECONY to provide
post-retirement medical, hospital, vision care, and prescription drug benefits
to certain retired CECONY Management Participants, CECONY Weekly Participants
and CEI Participants who retired from CECONY (and the spouses/dependents of such
Participants).

12.03   CONTRIBUTIONS

        The 401(h) Account shall be funded by the contributions of CECONY, in
its sole discretion, which shall be deposited with the Trustee. CECONY may also
require that Participants make contributions to the Retiree Health Plan and
CECONY shall determine

                                                                             121
<Page>

whether such contributions shall be deposited in the 401(h) Account or any other
funding vehicle which CECONY may sponsor to fund benefits provided by the
Retiree Health Plan. All such contributions to the 401(h) Account may be
commingled with Plan assets for investment and custody purposes, but all
contributions to the 401(h) Account and earnings thereon, if any, together with
all disbursements from the 401(h) Account, shall be recorded and accounted for
in one or more separate accounts relating solely to the Retiree Health Plan. If
CECONY makes a contribution to the trust fund which includes amounts allocable
both to the Plan and to the 401(h) Account, CECONY shall clearly specify the
portion of such contribution allocable to the Plan and the portion allocable to
the 401(h) Account. In the event that a Participant's interest in the 401(h)
Account is forfeited prior to termination of the Plan, an amount equal to the
amount of the forfeiture shall be applied as soon as possible to reduce any
contributions by CECONY to the 401(h) Account.

12.04   USE OF ASSETS

        Assets in this 401(h) Account shall be used solely for the purpose of
providing retiree health benefits, in accordance with Section 12.06, for those
individuals who are determined to be entitled thereto in accordance with the
terms of the Retiree Health Plan and to pay any necessary or appropriate
expenses attributable to the administration of the 401(h) Account. The benefits
provided by the 401(h) Account shall be subordinate to the pension benefits
provided by the Plan. No part of the corpus or income of the 401(h) Account
shall be used for, or diverted to, any purposes other than the provision of
health coverage at any time prior to the satisfaction of all liabilities for
health coverage hereunder. Upon the satisfaction of all liabilities incurred
pursuant to the Retiree Health

                                                                             122
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Plan any amount which may remain in the 401(h) Account shall be returned to
CECONY by the Trustee.

12.05   MODIFICATION, AMENDMENT, AND TERMINATION

        CECONY reserves the right to modify, amend, or terminate the Retiree
Health Plan at any time. The establishment and operation of the 401(h) Account
does not obligate CECONY in any way to continue to maintain any health care
plans of any nature or to provide post-retirement health care coverage of any
kind. In the event that CECONY terminates health coverage for retirees, this
Plan shall have no liability to provide further health coverage for current or
future retirees, for purposes of determining the amount to be returned to CECONY
under Section 12.04. No amendment, modification, or termination of the Retiree
Health Plan, nor change in CECONY contributions thereunder, shall retroactively,
adversely affect any Participant's benefit under the Retiree Health Plan.

12.06   ALLOCATION OF RESPONSIBILITY FOR PAYMENT

        Benefits under the Retiree Health Plan are provided through the 401(h)
Account, through other funding mechanisms, and through contributions by covered
retirees and Surviving Spouses. The amount payable from the 401(h) Account shall
be determined in accordance with the provisions of Appendix E, as in effect from
time to time.

                                                                             123
<Page>

                                  ARTICLE XIII

                  RETURN OF CONTRIBUTIONS TO AN O&R PARTICIPANT

13.01   VESTED O&R PARTICIPANT

        An O&R Participant who is entitled to a vested Pension Allowance, upon
ceasing to be employed by the Company or an Affiliate for any cause other than
death, Approved Leave of Absence, or retirement, may elect to receive in one sum
within six months thereafter the amount of his or her Accumulated Contributions,
if any, at the time he or she ceased to be so employed. If the present value of
his or her Accumulated Contributions exceeds $5,000 the O&R Participant must
consent and if married, his or her spouse must provide Spousal Consent to a
distribution. The consent and Spousal Consent must apply to the form and the
timing of the distribution.

13.02   AN O&R PARTICIPANT NOT VESTED

        An O&R Participant who is not entitled to a Pension Allowance shall,
upon ceasing to be employed by the Company or an Affiliate for any cause other
than death, Approved Leave of Absence, or retirement under the Plan, be paid his
or her Accumulated Contributions, if any, within six months after the date he or
she ceases to be so employed. If the present value of his or her Accumulated
Contributions exceeds $5,000 the O&R Participant must consent and if married,
his or her spouse must provide Spousal Consent to a distribution. The consent
and Spousal Consent must apply to the form and the timing of the distribution.

13.03   DEATH OF O&R PARTICIPANT

        Upon receipt of proof, satisfactory to the Plan Administrator, of the
death of an O&R Participant prior to his or her Annuity Starting Date, provided
no other benefit is

                                                                             124
<Page>

payable on his or her account, the amount of his or her Accumulated
Contributions at the time of his or her death shall be payable in one sum to his
or her designated beneficiary, if living, otherwise to such Participant's legal
representatives.

13.04   CESSATION OF PENSION ALLOWANCE

        Upon the cessation of payments of the Pension Allowance or other benefit
payable to or on account of an O&R Participant or the Surviving Spouse of an O&R
Participant, the excess, if any, of an O&R Participant's Accumulated
Contributions at retirement or prior to death over the total benefit payments
made to him or her or on his or her account shall be paid in one sum to the O&R
Participant's beneficiary, if living, otherwise to the legal representatives of
the person last in receipt of such Pension Allowance or other benefit.

                                                                             125
<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                     PAGE
                                                                                                     ----
<S>                                                                                                    <C>
ARTICLE I DEFINITIONS...................................................................................4
  1.01   Accredited Service.............................................................................4
  1.02   Accumulated Contributions......................................................................4
  1.03   Actuarial Equivalent...........................................................................4
  1.04   Adjusted IRS Interest Rate.....................................................................4
  1.05   Affiliate......................................................................................5
  1.06   Annual Basic Straight-Time Compensation........................................................6
  1.07   Annual Compensation............................................................................6
  1.08   Annual O&R Management Compensation.............................................................7
  1.09   Annual Rate of Compensation....................................................................8
  1.10   Annual Variable Pay Award......................................................................9
  1.11   Annuity Starting Date..........................................................................9
  1.12   Approved Leave of Absence......................................................................9
  1.13   Beneficiary...................................................................................10
  1.14   Board.........................................................................................10
  1.15   Break in Service..............................................................................10
  1.16   Cash Balance Account..........................................................................10
  1.17   Cash Balance Single Sum Payment...............................................................10
  1.18   Cash Out......................................................................................10
  1.19   CECONY........................................................................................10
  1.20   CECONY Management Participant.................................................................11
  1.21   CECONY Management Plan........................................................................11
  1.22   CECONY Participant............................................................................11
  1.23   CECONY Retiree Health Program.................................................................11
  1.24   CECONY Transferred Participant................................................................11
  1.25   CECONY Weekly Employee........................................................................11
  1.26   CECONY Weekly Participant.....................................................................12
  1.27   CECONY Weekly Plan............................................................................12
  1.28   CEI Participant...............................................................................12
  1.29   CEI Affiliate or CEI Affiliates...............................................................12
  1.30   Code..........................................................................................12
  1.31   Company.......................................................................................12
  1.32   Consolidated RPA '94 Lump Sum Conversion Factors..............................................12
  1.33   Credited Service..............................................................................13
  1.34   Disability....................................................................................13
  1.35   Effective Date................................................................................13
  1.36   Eligible Employee.............................................................................13
  1.37   Employee......................................................................................14
  1.38   Employer or Employers.........................................................................14
  1.39   ERISA.........................................................................................14
  1.40   Final Average Pay.............................................................................14
  1.41   Final Average Salary..........................................................................15
</Table>

                                                                             (i)
<Page>

<Table>
<S>                                                                                                    <C>
  1.42   FMLA..........................................................................................16
  1.43   Highly Compensated Employee...................................................................16
  1.44   Hour of Service...............................................................................16
  1.45   IRS Interest Rate.............................................................................18
  1.46   IRS Mortality Table...........................................................................18
  1.47   Layoff........................................................................................18
  1.48   Leased Employee...............................................................................18
  1.49   Limitation Year...............................................................................19
  1.50   Named Fiduciary...............................................................................19
  1.51   Non-Suspendible Month.........................................................................19
  1.52   Normal Retirement Age.........................................................................19
  1.53   Normal Retirement Date........................................................................19
  1.54   O&R...........................................................................................19
  1.55   O&R Early Retirement Date.....................................................................19
  1.56   O&R Employee..................................................................................19
  1.57   O&R Hourly Employee...........................................................................20
  1.58   O&R Management Employee.......................................................................20
  1.59   O&R Participant...............................................................................20
  1.60   O&R Plan......................................................................................20
  1.61   Parental Leave................................................................................20
  1.62   Participant...................................................................................20
  1.63   Pension Allowance.............................................................................20
  1.64   Plan..........................................................................................21
  1.65   Plan Administrator............................................................................21
  1.66   Plan Year.....................................................................................21
  1.67   Pre-Tax Contribution..........................................................................21
  1.68   Prior Plan or Prior Plans.....................................................................21
  1.69   Rule of 75 Participant........................................................................21
  1.70   Rule of 85 Participant........................................................................22
  1.71   Social Security Retirement Age................................................................22
  1.72   Social Security Taxable Wage Base.............................................................22
  1.73   Spousal Consent...............................................................................22
  1.74   Stability Period..............................................................................23
  1.75   Surviving Spouse..............................................................................23
  1.76   Total Salary..................................................................................23
  1.77   Trustee.......................................................................................23
  1.78   Transferred O&R Management Participant........................................................23
  1.79   Vesting Service...............................................................................24
  1.80   Year of Accredited Service....................................................................24

ARTICLE II PARTICIPATION...............................................................................25
  2.01   Participation Requirements....................................................................25
  2.02   Events Affecting Participation................................................................25
  2.03   Participation Upon Reemployment...............................................................26

ARTICLE III SERVICE....................................................................................27
  3.01   Vesting Service...............................................................................27
</Table>

                                                                            (ii)
<Page>

<Table>
<S>                                                                                                    <C>
  3.02   Accredited Service............................................................................30
  3.03   Re-employment of Participant-
         Suspension of Benefits and Break in Service Rules.............................................33

ARTICLE IV ELIGIBILITY FOR AND AMOUNT OF BENEFITS......................................................38
  4.01   Normal Retirement.............................................................................38
  4.02   Normal Retirement Pension Allowance...........................................................38
  4.03   Late Retirement...............................................................................41
  4.04   Early Retirement..............................................................................44
  4.05   Vesting.......................................................................................48
  4.06   Disability Pension Allowance - CECONY Participants............................................51
  4.07   Disability - O&R Participant..................................................................52
  4.08   Spouse's Pension..............................................................................55
  4.09   Maximum Benefit Limitation....................................................................63
  4.10   Transfers and Employment With an Affiliate....................................................63
  4.11   Minimum Benefits..............................................................................65
  4.12   Additional Provisions.........................................................................65

ARTICLE V AUTOMATIC FORM OF PAYMENT....................................................................67
  5.01   Automatic Form of Payment.....................................................................67
  5.02   Optional Forms of Payment.....................................................................71
  5.03   Election of Options...........................................................................80
  5.04   Commencement of Payments......................................................................83
  5.05   Distribution Limitation.......................................................................83
  5.06   Direct Rollover of Certain Distributions......................................................83

ARTICLE VI CONTRIBUTIONS...............................................................................86
  6.01   Employers' Contributions......................................................................86
  6.02   Return of Contributions.......................................................................86
  6.03   Non-Contributory Nature.......................................................................87

ARTICLE VII ADMINISTRATION OF PLAN.....................................................................88
  7.01   Named Fiduciaries.............................................................................88
  7.02   Duties of Plan Administrator..................................................................89
  7.03   Meetings......................................................................................92
  7.04   Compensation and Bonding......................................................................92
  7.05   Establishment of Rules........................................................................92
  7.06   Prudent Conduct...............................................................................92
  7.07   Actuary.......................................................................................92
  7.08   Maintenance of Accounts.......................................................................93
  7.09   Service in More Than One Fiduciary Capacity...................................................93
  7.10   Limitation of Liability.......................................................................93
  7.11   Indemnification...............................................................................93
  7.12   Appointment of Investment Manager.............................................................94
  7.13   Expenses of Administration....................................................................95
  7.14   Claims and Review Procedures..................................................................95
</Table>

                                                                           (iii)
<Page>

<Table>
<S>                                                                                                   <C>
ARTICLE VIII MANAGEMENT OF FUNDS.......................................................................99
  8.01   Trustee.......................................................................................99
  8.02   Exclusive Benefit Rule........................................................................99

ARTICLE IX GENERAL PROVISIONS.........................................................................100
  9.01   Nonalienation................................................................................100
  9.02   Conditions of Employment Not Affected by Plan................................................101
  9.03   Facility of Payment..........................................................................101
  9.04   Information..................................................................................102
  9.05   Top-Heavy Provisions.........................................................................102
  9.06   Construction.................................................................................106
  9.07   Prevention of Escheat........................................................................106

ARTICLE X AMENDMENT, MERGER AND TERMINATION...........................................................108
  10.01  Amendment of Plan............................................................................108
  10.02  Merger, Consolidation, or Transfer...........................................................108
  10.03  Additional Participating Companies...........................................................109
  10.04  Termination of Plan..........................................................................110
  10.05  Limitation Concerning Highly-Compensated Employees
         and Highly-Compensated Former Employees......................................................110

ARTICLE XI COST-OF-LIVING ADJUSTMENTS.................................................................113
  11.01  Eligibility-CECONY Participants..............................................................113
  11.02  Annual Adjustment-CECONY Participants........................................................113
  11.03  Percentage of Adjustment-CECONY Participants.................................................113
  11.04  Limitation on Adjustments-CECONY Participants................................................114
  11.05  Index-CECONY Participants....................................................................114
  11.06  Eligibility and Adjustment-O&R Participants..................................................114
  11.07  Eligible Spouse or Contingent Annuitant of O&R Participant...................................115
  11.08  Pension Benefit Adjustment Amount for Spouse or
         Contingent Annuitant of O&R Participant......................................................115
  11.09  Pension Benefit Adjustment for  Alternate Payee of an O&R Participant........................116

ARTICLE XII 401(h) ACCOUNT............................................................................121
  12.01  Establishment................................................................................121
  12.02  Terms and Conditions.........................................................................121
  12.03  Contributions................................................................................121
  12.04  Use of Assets................................................................................122
  12.05  Modification, Amendment, and Termination.....................................................123
  12.06  Allocation of Responsibility for Payment.....................................................123

ARTICLE XIII RETURN OF CONTRIBUTIONS TO AN O&R PARTICIPANT............................................124
  13.01  Vested O&R Participant.......................................................................124
  13.02  An O&R Participant Not Vested................................................................124
  13.03  Death of O&R Participant.....................................................................124
  13.04  Cessation of Pension Allowance...............................................................125
</Table>

                                                                            (iv)