CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              DEFERRED INCOME PLAN
























                            Effective January 1, 1994
              Amended and Restated Effective as of April 1, 1999



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                                                                          Page 1

                               ( i )
                CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              DEFERRED INCOME PLAN


The Supplemental Thrift Savings Plan of Consolidated Edison Company of New York,
Inc.,  effective  as of January 1, 1994,  has been  amended and  restated in its
entirety and renamed the Consolidated  Edison Company of New York, Inc. Deferred
Income Plan (the "Plan"), effective as of April 1, 1999. The purpose of the Plan
is to provide a means (i) for  receiving  employer  matching  contributions  for
those  employees  participating  in The  Con  Edison  Thrift  Savings  Plan  for
Management  Employees (the "Savings  Plan") with respect to whom salary deferral
and  matching  contributions  under the  Savings  Plan are or will be limited by
application of the limitations imposed on qualified plans by certain sections of
the Internal  Revenue Code, as amended from time to time; (ii) of providing such
employees  with an  opportunity to defer a portion of their salary in accordance
with the terms of the Plan as  hereinafter  set  forth;  and (iii) of  providing
employees  who  receive  an  "Incentive  Award,"  as such term is defined in the
Consolidated  Edison  Company of New York,  Inc.  Executive  Incentive Plan (the
"Executive  Incentive  Plan") on or after April 1, 1999 with an  opportunity  to
defer receipt of all or a portion of such Incentive Award.

All  benefits  payable  under this  Plan,  which is  intended  to  constitute  a
nonqualified,  unfunded  deferred  compensation  plan  for  a  select  group  of
management  employees  under Title I of ERISA,  shall be paid out of the general
assets of the Company.  The Company may  establish  and fund a trust in order to
aid it in providing benefits due under the Plan.


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                CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              DEFERRED INCOME PLAN

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.  DEFINITIONS......................................................1

      1.01  Accounts.........................................................1
      1.02  Affiliated Company...............................................1
      1.03  Basic Salary Deferral Account....................................1
      1.04  Basic Salary Deferrals...........................................2
      1.05  Beneficiary......................................................2
      1.06  Board or Board of Trustees.......................................2
      1.07  Change in Administration Date....................................2
      1.08  Change in Control................................................2
      1.09  Code.............................................................5
      1.10  Company..........................................................5
      1.11  Company Contribution Account.....................................5
      1.12  Company Contributions............................................6
      1.13  Compensation.....................................................6
      1.14  Deemed Investment Option.........................................6
      1.15  Deferred Compensation Agreement..................................7
      1.16  Disability.......................................................7
      1.17  Effective Date...................................................7
      1.18  Eligible Employee................................................7
      1.19  ERISA............................................................7
      1.20  Executive Incentive Plan.........................................8
      1.21  Incentive Award..................................................8
      1.22  Mandatory Bonus Deferral Contributions...........................8
      1.23  Mandatory Bonus Deferral Account.................................8
      1.24  Mandatory Deferral Portion.......................................8
      1.25  Matching Company Contributions...................................9
      1.26  Optional Bonus Deferral Contributions............................9
      1.27  Optional Bonus Deferral Account..................................9
      1.28  Optional Deferral Portion........................................9
      1.29  Participant......................................................9
      1.30  Plan............................................................10
      1.31  Plan Administrator..............................................10
      1.32  Plan Year.......................................................10
      1.33  Potential Change in Control.....................................10
      1.34  Retirement......................................................11
      1.35  Savings Plan....................................................11
      1.36  Statutory Compensation Limitation...............................11
      1.37  Statutory Limitations...........................................11
      1.38  Supplemental Company Contributions..............................11
      1.39  Supplemental Salary Deferral Account............................12
      1.40  Supplemental Salary Deferrals...................................12
      1.41  Supplemental Thrift Plan........................................12
      1.42  Valuation Date..................................................12

ARTICLE II.  PARTICIPATION..................................................12

      2.01  Participation...................................................12
      2.02  Deferred Compensation Agreement.................................13
      2.03  Termination of Participation....................................16

ARTICLE III.  ACCOUNTS......................................................16

      3.01  Amount of Contributions to be Credited..........................16
      3.02  Investment of Accounts..........................................21
      3.03  Vesting of Accounts.............................................23
      3.04  Individual Accounts.............................................23

ARTICLE IV.  PAYMENT OF BENEFITS............................................24

      4.01  Commencement of Payment.........................................24
      4.02  Method of Payment...............................................26
      4.03  Payment Upon the Occurrence of a Change in Control..............28
      4.04  Payment Upon Hardship...........................................29
      4.05  Additional Death Benefits.......................................29

ARTICLE V.  PLAN ADMINISTRATION.............................................30

      5.01  Responsibility for Account Determination........................30
      5.02  Duties of Plan Administrator....................................30
      5.03  Procedure for Payment of Benefits Under the Plan................30

ARTICLE VI.  GENERAL PROVISIONS.............................................31

      6.01  Funding.........................................................31
      6.02  Discontinuance and Amendment....................................32
      6.03  Termination of Plan.............................................32
      6.04  Plan Not a Contract of Employment...............................33
      6.05  Facility of Payment.............................................34
      6.06  Withholding Taxes...............................................34
      6.07  Nonalienation...................................................34
      6.08  Assumption of Liabilities.......................................34
      6.09  Claims Procedure................................................35
      6.10  Construction....................................................35

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               CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              DEFERRED INCOME PLAN


                             ARTICLE I. DEFINITIONS

1.01  Accounts shall mean the aggregate of a Participant's Basic Salary Deferral
      Account,  the Company  Contribution  Account, the Mandatory Bonus Deferral
      Account, the Optional Bonus Deferral Account and the
      Supplemental Salary Deferral Account.

1.02  Affiliated  Company shall mean any company other than the Company which is
      a member of a  controlled  group of  corporations  (as  defined in Section
      414(b) of the Code) which also includes as a member the Company; any trade
      or business  under  common  control  (as defined in Section  414(c) of the
      Code) with the Company;  any  organization  (whether or not  incorporated)
      which is a member of an  affiliated  service  group (as defined in Section
      414(m) of the Code)  which  includes  the  Company;  and any other  entity
      required to be aggregated with the Company  pursuant to regulations  under
      Section 414(o) of the Code.

1.03  Basic  Salary  Deferral   Account  shall  mean  the  bookkeeping   account
      maintained  for each  Participant  to record all amounts  credited on such
      Participant's behalf as Basic Salary Deferrals, earnings, gains and losses
      on those amounts  pursuant to Section 3.02, and debits for  administrative
      expenses allocated pursuant to Section 6.01(a).

1.04  Basic Salary Deferrals shall mean the amount of contributions  credited on
      a  Participant's  behalf under  Section  3.01(a) and those deemed as Basic
      Salary Deferrals under Section 3.01(b).

1.05  Beneficiary  shall mean the person,  persons,  or entity designated by the
      Participant to receive the benefits credited to the Participant's Accounts
      under the Plan in the event of the Participant's  death, or in the absence
      of such election,  or in the event such  designated  person or persons are
      not alive on the date  payment  is to be made,  the  person,  persons,  or
      entity  determined in accordance with  procedures  established by the Plan
      Administrator.   A  Participant   may  make  a  separate   designation  of
      Beneficiary for amounts payable pursuant to Section 4.05.

1.06  Board  or Board of  Trustees  shall  mean  the  Board of  Trustees  of the
      Company.

1.07  Change in  Administration  Date  shall  mean the date the  portion  of the
      applicable  Mandatory  Deferral Portion or Optional Deferral Portion of an
      Incentive  Award  granted  under  the  Executive  Incentive  Plan is first
      administered and accounted for as a liability under this Plan in
      accordance with the Executive Incentive Plan.

1.08 Change in Control shall mean an event which shall occur if:

(a)   any person,  as defined in  Section 3(a)(9)  of the Securities  Exchange
      Act  of  1934   ("Exchange   Act"),   as  such  term  is   modified   in
      Sections 13(d)  and  14(d)  of the  Exchange  Act  (other  than  (i) any
      employee  plan  established  by  any  "Corporation"   (which  for  these
      purposes  shall  be  deemed  to be  the  Company  and  any  corporation,
      association,  joint  venture,  proprietorship  or  partnership  which is
      connected  with the Company  either  through stock  ownership or through
      common control,  within the meaning of Sections 414(b)  and (c) and 1563
      of the Code),  (ii) the Company or any of its  affiliates (as defined in
      Rule 12b-2  promulgated  under the Exchange  Act),  (iii) an underwriter
      temporarily   holding  securities   pursuant  to  an  offering  of  such
      securities,  or (iv) a corporation  owned,  directly or  indirectly,  by
      stockholders  of the Company in  substantially  the same  proportions as
      their  ownership  of  the  Company)  (a  "Person"),  is or  becomes  the
      beneficial  owner  (as  defined  in  Rule 13d-3  promulgated  under  the
      Exchange  Act),  directly or  indirectly,  of  securities of the Company
      (excluding  from the  securities  beneficially  owned by such Person any
      securities  directly  acquired from the Company or its affiliates  other
      than  in  connection   with  the  acquisition  by  the  Company  or  its
      affiliates of a business) representing  20 percent or more of either the
      then  outstanding  shares of Common Stock of the Company or the combined
      voting power of the Company's then outstanding voting securities;
(b)   during any period of up to two  consecutive  years  (not  including  any
      period  prior to April 1,  1999)  individuals  who, at the  beginning of
      such period,  constitute  the Board cease for any reason to constitute a
      majority of the directors  then serving on the Board,  provided that any
      person  who  becomes a  director  subsequent  to the  beginning  of such
      period and whose  appointment or election by the Board or nomination for
      election  by  the  Company's  shareholders  was  approved  by  at  least
      two-thirds  of the  directors  then  still in  office  who  either  were
      directors  at  the  beginning  of  such  period  or  whose  appointment,
      election or nomination  for election was  previously so approved  (other
      than a director (i) whose initial  assumption of office is in connection
      with an actual or threatened  election  contest relating to the election
      of the directors of the Company,  as such terms are used in  Rule 14a-11
      of Regulation  14A under the Exchange Act, or (ii) who was designated by
      a person who has entered into an agreement  with the Company to effect a
      transaction   described   in   paragraph   (a),   (c)  or  (d)  of  this
      Section 1.08)  shall be deemed a director  as of the  beginning  of such
      period;
(c)   consummation of a merger or  consolidation of the Company with any other
      corporation  or approval of the  issuance  of voting  securities  of the
      Company in  connection  with a merger or  consolidation  of the  Company
      occurs  (other than (i) a merger or  consolidation  that would result in
      the voting  securities  of the  Company  outstanding  immediately  prior
      thereto  continuing to represent (either by remaining  outstanding or by
      being  converted into voting  securities of the surviving  entity or any
      parent  thereof),  in  combination  with the ownership of any trustee or
      other fiduciary  holding  securities  under an employee  benefit plan of
      any  Corporation,  at least  51 percent of the combined  voting power of
      the voting  securities  of the Company or such  surviving  entity or any
      parent   thereof   outstanding   immediately   after   such   merger  or
      consolidation,  or (ii) a merger or consolidation  effected to implement
      a recapitalization  of the Company (or similar  transaction) in which no
      Person is or becomes the  beneficial  owner (as defined in paragraph (a)
      above),  directly or  indirectly,  of  securities  of the  Company  (not
      including  in the  securities  beneficially  owned  by such  Person  any
      securities  acquired  directly from the Company or its affiliates  other
      than  in  connection   with  the  acquisition  by  the  Company  or  the
      affiliates of a business) representing  20 percent or more of either the
      then  outstanding  shares of Common Stock of the Company or the combined
      voting power of the Company's then outstanding voting securities); or
(d)   the  stockholders of the Company approve a plan of complete  liquidation
      or  dissolution  of  the  Company  or  an  agreement  for  the  sale  or
      disposition by the Company of all or substantially  all of the Company's
      assets,  other  than a sale  or  disposition  by the  Company  of all or
      substantially  all  of the  Company's  assets  to an  entity,  at  least
      65 percent  of the  combined  voting power of the voting  securities  of
      which are owned by  persons in  substantially  the same  proportions  as
      their ownership of the Company immediately prior to the sale.

Notwithstanding  the  foregoing,  no "Change in Control" shall be deemed to have
occurred  if there is  consummated  any  transaction,  or series  of  integrated
transactions, immediately following which the record holders of the Common Stock
immediately  prior to such  transaction,  or series of integrated  transactions,
continue to have  substantially  the same  proportionate  ownership in an entity
which owns all or  substantially  all of the assets of the  Company  immediately
following such transaction or series of integrated transactions.

1.09  Code shall mean the Internal Revenue Code of 1986, as amended from time to
      time, and any regulations issued  thereunder.  Reference to any section of
      the Code shall include any successor provision thereto.

1.10  Company shall mean  Consolidated  Edison Company of New York,  Inc. or any
      successor  thereto by merger,  purchase or otherwise;  provided,  however,
      that for  purposes of  Sections  1.08 and 1.33,  "Company"  shall mean the
      highest level holding company of Consolidated  Edison Company of New York,
      Inc.  (or any  successor  thereto  which  continues  this Plan)  which has
      publicly traded common stock.

1.11  Company Contribution Account shall mean the bookkeeping account maintained
      for each Participant to record all amounts credited on such  Participant's
      behalf  under  Sections  3.01(c) and (d) and all amounts  credited on such
      Participant's  behalf under the  Supplemental  Thrift Plan as of March 31,
      1999 or such later date as of which such  amounts are  administered  under
      this Plan, earnings, gains and losses on those amounts pursuant to Section
      3.02, and debits for administrative expenses allocated pursuant to Section
      6.01(a).

1.12  Company Contributions shall mean "Company  Contributions," as such term is
      defined in the Savings Plan.

1.13  Compensation  shall mean an Eligible  Employee's  "Compensation"  (as such
      term is defined in the Savings  Plan),  determined  without  regard to the
      Statutory Compensation Limitation (except as otherwise provided in Section
      3.01(a) and (b)).  Compensation  shall be calculated on a monthly basis by
      dividing  Compensation  by 12 and be  determined  prior  to any  reduction
      pursuant  to  an  Eligible   Employee's   election  to  make  (i)  pre-tax
      contributions  under the Savings  Plan,  (ii) pre-tax  contributions  to a
      cafeteria  plan  under  Section  125 of the Code,  or (iii)  Basic  Salary
      Deferrals or Supplemental Salary Deferrals to this Plan.

1.14  Deemed  Investment Option shall mean the investment funds as may from time
      to time be selected by the Plan  Administrator  in accordance with Section
      3.02.

1.15  Deferred  Compensation  Agreement  shall mean the  agreement  entered into
      between the Company and the Participant pursuant to Section 2.02(a),  (b),
      (c), or (d) and Section 3.02 under which the Participant  elects to reduce
      his or her  Compensation  otherwise  payable for a Plan Year and have that
      amount  contributed  to the Plan by the Company as Basic Salary  Deferrals
      and Supplemental Salary Deferrals and/or designates his or her preferences
      with  regard to the  allocation  among  the  available  Deemed  Investment
      Options of the  aggregate of the  Participant's  Basic  Salary  Deferrals,
      Supplemental   Salary   Deferrals,    Matching   Company    Contributions,
      Supplemental Company Contributions, Mandatory Bonus Deferral Contributions
      and Optional Bonus Deferral Contributions made in such Plan Year, if any.

1.16  Disability  shall mean  "Disability,"  as such term is  defined  under the
      Savings Plan.

1.17 Effective Date shall mean January 1, 1994.

1.18  Eligible Employee shall mean an employee of the Company whose Compensation
      for the Plan Year exceeds the Statutory Compensation Limitation and who is
      eligible  to  participate  in  the  Savings  Plan,  or  any  other  person
      designated  by the Chief  Executive  Officer of the Company as eligible to
      participate in the Plan.

1.19  ERISA shall mean the Employee  Retirement  Income Security Act of 1974, as
      amended from time to time.

1.20  Executive Incentive Plan shall mean the Consolidated Edison Company of New
      York, Inc. Executive Incentive Plan as amended from time to time.

1.21  Incentive  Award shall mean an "Incentive  Award," as such term is defined
      in the Executive Incentive Plan.

1.22  Mandatory   Bonus  Deferral   Contributions   shall  mean  the  amount  of
      contributions  credited  on a  Participant's  behalf  pursuant  to Section
      3.01(e).

1.23  Mandatory  Bonus  Deferral  Account  shall  mean the  bookkeeping  account
      maintained  for each  Participant  to record all amounts  credited on such
      Participant's behalf under Section 3.01(e),  earnings, gains and losses on
      those  amounts  pursuant to Section  3.02,  and debits for  administrative
      expenses allocated pursuant to Section 6.01(a).

1.24  Mandatory Deferral Portion shall mean the "Mandatory Deferral Portion," as
      such term is defined in the  Executive  Incentive  Plan,  of an  Incentive
      Award.

1.25  Matching  Company  Contributions  shall mean the  amount of  contributions
      credited on a Participant's behalf under Section 3.01(c).

1.26  Optional   Bonus   Deferral   Contributions   shall  mean  the  amount  of
      contributions  credited  on a  Participant's  behalf  pursuant  to Section
      3.01(f).

1.27  Optional  Bonus  Deferral  Account  shall  mean  the  bookkeeping  account
      maintained  for each  Participant  to record all amounts  credited on such
      Participant's behalf under Section 3.01(f),  earnings, gains and losses on
      those  amounts  pursuant to Section  3.02,  and debits for  administrative
      expenses allocated pursuant to Section 6.01(a).

1.28  Optional Deferral Portion shall mean the "Optional  Deferral  Portion," as
      such term is defined in the  Executive  Incentive  Plan,  of an  Incentive
      Award.

1.29  Participant shall mean (a) each Eligible Employee who has made an election
      described in Section  2.02(a),  (b),  (c), or (d); (b) each person who has
      made a deferral  election  under the  Executive  Incentive  Plan which has
      resulted in all or any portion of any of the Eligible Employee's Incentive
      Awards granted under the Executive  Incentive Plan to be administered  and
      accounted for as a liability  under this Plan; (c) each person who has had
      all or any  portion  of his or her  Incentive  Awards  granted  under  the
      Executive  Incentive  Plan  administered  and accounted for as a liability
      under this Plan;  (d) such other  Eligible  Employee who is credited  with
      Supplemental Company  Contributions;  and (e) such other Eligible Employee
      who is covered by the provisions of Section 4.05.

1.30  Plan shall mean the Consolidated Edison Company of New York, Inc. Deferred
      Income  Plan as set forth in this  document  and as  amended  from time to
      time.

1.31  Plan  Administrator  shall  mean the  individual  appointed  by the  Chief
      Executive  Officer of the  Company to  administer  the Plan as provided in
      Article V.

1.32 Plan Year shall mean the calendar year.

1.33  Potential  Change in Control shall mean an event which shall occur if: (a)
the Company enters into a definitive written agreement, the
      consummation of which would result in the occurrence of a Change in
      Control;
(b)   the  Company  or any  Person (as  defined  in  Section  1.08(a))  publicly
      announces an intention to take or to consider  taking  actions  which,  if
      consummated, would constitute a Change in Control; or
(c)   any  Person  becomes  the  beneficial  owner  (as  defined  in Rule  13d-3
      promulgated under the Exchange Act), directly or indirectly, of securities
      of the  Company  representing  15 percent or more of the then  outstanding
      shares of Common Stock of the Company or the combined  voting power of the
      Company's then outstanding securities.

1.34  Retirement   shall  mean   termination   of   service   either  (a)  under
      circumstances in which the Participant is entitled to receive a retirement
      pension under any "defined  benefit plan" (as defined in Section 414(j) of
      the Code) which is maintained  by the Company or an Affiliated  Company or
      (b) in the case of any Participant who is employed after age 60 and who is
      not entitled to receive a  retirement  pension  under any defined  benefit
      plan, on or after the Participant's 65th birthday.

1.35  Savings Plan shall mean The Con Edison Thrift  Savings Plan for Management
      Employees as amended from time to time.

1.36  Statutory  Compensation  Limitation shall mean the limitation set forth in
      Section  401(a)(17)  of the Code as in effect  each  year for the  Savings
      Plan.

1.37  Statutory  Limitations  shall  mean the  limitations  set forth in Section
      401(a)(17) and Section 402(g)(1) of the Code.

1.38  Supplemental Company  Contributions shall mean the amount of contributions
      credited on a Participant's behalf under Section 3.01(d).

1.39  Supplemental  Salary Deferral  Account shall mean the bookkeeping  account
      maintained  for each  Participant  to record all amounts  credited on such
      Participant's behalf under Section 3.01(b),  earnings, gains and losses on
      those  amounts  pursuant to Section  3.02,  and debits for  administrative
      expenses allocated pursuant to Section 6.01(a).

1.40  Supplemental  Salary  Deferrals  shall  mean the  amount of  contributions
      credited on a Participant's behalf under Section 3.01(b).

1.41 Supplemental Thrift Plan shall mean the Supplemental Thrift Savings Plan of
Consolidated Edison Company of New York, Inc. as effective on March 31, 1999.

1.42 Valuation Date shall mean the last day of each calendar  month,  commencing
with the calendar month in which the Effective  Date occurs,  and any other date
designated as a Valuation Date by the Plan Administrator.

                            ARTICLE II. PARTICIPATION

2.01  Participation

      An Eligible Employee shall become a Participant in the Plan on the
      earliest of:
      (a)   the date the Eligible  Employee  first has Basic Salary  Deferrals
            credited  on  such  Eligible  Employee's  behalf  under  the  Plan
            pursuant to Sections 2.02 and 3.01(a);
      (b)   the  date  the  Eligible  Employee  first  has  Supplemental  Salary
            Deferrals credited on such Eligible Employee's behalf under the Plan
            pursuant to Sections 2.02 and 3.01(b);
      (c)   the date the Eligible  Employee  first has Mandatory  Bonus Deferral
            Contributions or Optional Bonus Deferral Contributions  administered
            and accounted for as a liability  under the Plan pursuant to Section
            3.01(e) or 3.01(f); or
      (d)   the  date the  Eligible  Employee  first  has  Supplemental  Company
            Contributions  credited on such  individual's  behalf under the Plan
            pursuant to Section 3.01(d).

2.02  Deferred Compensation Agreements

(a)   (i) An individual who is an Eligible  Employee  before April 1, 1999 and
      who  wishes to have  salary  reduction  contributions  credited  on such
      Eligible  Employee's behalf to a Basic Salary Deferral Account under the
      Plan in the 1999 Plan Year  must,  within  30 days  after  April 1, 1999
      (the effective date of the amended and restated  Plan),  or the date the
      amended and  restated Pan was  approved by the  Company,  if later,  and
      (ii)  any  Eligible   Employee  who  wishes  to  have  salary  reduction
      contributions  credited on such  Eligible  Employee's  behalf to a Basic
      Salary  Deferral  Account under the Plan in a Plan Year commencing on or
      after  April 1,  1999 must,  prior to the  beginning  of that Plan Year,
      complete,  execute and file with the Plan  Administrator  an irrevocable
      Deferred  Compensation  Agreement  authorizing  Basic  Salary  Deferrals
      under this Plan for such Plan Year in accordance  with the provisions of
      paragraph (c)(i) below and Section 3.01(a).  Such Deferred  Compensation
      Agreement may also authorize  Supplemental  Salary  Deferrals under this
      Plan in accordance  with the  provisions of paragraph  (c)(ii) below and
      Section 3.01(b)  for such Plan Year if (i) the  Eligible  Employee is an
      officer of the Company or is designated by the Chief  Executive  Officer
      as eligible to make Supplemental  Salary Deferrals and (ii) the Eligible
      Employee  authorizes on such Deferred  Compensation  Agreement the Basic
      Salary Deferrals permitted to be made to this Plan.

(b)   Notwithstanding  the  provisions of paragraph  (a) above,  an individual
      who becomes an Eligible Employee after April 1,  1999 who wishes to have
      salary  reduction  contributions  credited on such  Eligible  Employee's
      behalf to a Salary Deferral  Account under the Plan in the calendar year
      such individual  first becomes an Eligible  Employee must, no later than
      30  days  following  the  date  such  individual   becomes  an  Eligible
      Employee,  complete,  execute  and file with the Plan  Administrator  an
      irrevocable  Deferred  Compensation  Agreement  authorizing Basic Salary
      Deferrals  under  this Plan for such Plan  Year in  accordance  with the
      provisions  of  paragraph   (c)(i)  below  and   Section 3.01(a).   Such
      Deferred Compensation  Agreement may also authorize  Supplemental Salary
      Deferrals   under  this  Plan  in  accordance  with  the  provisions  of
      paragraph  (c)(ii) below and  Section 3.01(b)  for such Plan Year if (i)
      the Eligible  Employee is an officer of the Company or is  designated by
      the Chief  Executive  Officer as  eligible to make  Supplemental  Salary
      Deferrals  and (ii) the Eligible  Employee  authorizes  on such Deferred
      Compensation  Agreement the Basic Salary Deferrals  permitted to be made
      to this Plan.

(c)   A Deferred  Compensation  Agreement  for a Plan Year shall be in writing
      and  be   properly   completed   upon  a  form   approved  by  the  Plan
      Administrator,  who  shall be the sole  judge of the  proper  completion
      thereof.  Such Deferred Compensation Agreement shall specify:
      (i)   the  percentage of the  Participant's  Compensation  to be reduced
      and credited on the  Participant's  behalf to the Plan by the Company as
      Basic Salary  Deferrals,  such percentage to be 6 percent (or such other
      percentage as specified for such purpose by the Plan Administrator);
      (ii)  the  percentage of the  Participant's  Compensation  to be reduced
      and credited on the  Participant's  behalf to the Plan by the Company as
      Supplemental  Salary  Deferrals,  such  percentage to be in multiples of
      1 percent  and to not exceed  25 percent  (or such other  percentage  as
      specified for such purpose by the Plan Administrator); and
      (iii) the Participant's  preferences with regard to the allocation among
      the Deemed  Investment  Options of the aggregate of Participant's  Basic
      Salary  Deferrals,   Supplemental  Salary  Deferrals,  Company  Matching
      Contributions,   Supplemental  Company  Contributions,  Mandatory  Bonus
      Deferral  Contributions  and Optional Bonus Deferral  Contributions,  if
      any, to be credited for such Plan Year.

(d)   Any Deferred  Compensation  Agreement made by an Eligible Employee shall
      only be effective  with respect to  Compensation  to be earned and Basic
      Salary  Deferrals,   Supplemental  Salary  Deferrals,  Company  Matching
      Contributions,   Supplemental  Company  Contributions,  Mandatory  Bonus
      Deferral   Contributions  and  Optional  Bonus  Deferral   Contributions
      credited in the Plan Year to which such Deferred Compensation  Agreement
      relates.  The  terms of an  Eligible  Employee's  Deferred  Compensation
      Agreements may differ from Plan Year to Plan Year with respect to:
      (i)   the  deferral  percentage  with  respect  to  Supplemental  Salary
            Deferrals;
      (ii) the deferral  period with respect to Supplemental  Salary  Deferrals,
      which must end on a January 1 not sooner  than the fourth  anniversary  of
      the  first  day of the  Plan  Year  for  which  such  Supplemental  Salary
      Deferrals  are  made;  (iii) the  effective  date of  Supplemental  Salary
      Deferrals pursuant to
            Section 3.01(b); and
      (iv)  the  Participant's  preferences with respect to allocation among the
            Deemed Investment Options.

(e)   Notwithstanding  the  foregoing,  if a  Participant  receives a hardship
      withdrawal of pre-tax  contributions  from the Savings Plan or any other
      plan  which  is   maintained   by  the   Company  and  which  meets  the
      requirements of  Section 401(k)  of the Code (or any successor  thereof)
      and is precluded  from making  contributions  to such 401(k) plan for at
      least  12  months  after  receipt  of  the  hardship   withdrawal,   the
      Participant's  Deferred  Compensation   Agreement,   if  any,  shall  be
      suspended  during  the  12-month  period  commencing  on  the  date  the
      Participant  receives the  hardship  withdrawal  distribution  from such
      plan. Any Compensation  payment which would have been deferred  pursuant
      to  the  Participant's  Deferred  Compensation  Agreement  but  for  the
      application  of this  paragraph (e) shall be paid to the  Participant as
      if the  Participant  had not  entered  into  the  Deferred  Compensation
      Agreement.

2.03  Termination of Participation
      A Participant's  participation in the Plan shall terminate when the vested
      portion  of  the   Participant's   Accounts  under  the  Plan  is  totally
      distributed to the Participant or on the Participant's behalf.


                              ARTICLE III. ACCOUNTS


3.01  Amount of Contributions to be Credited

      For any Plan Year, the amount of contributions to be recorded on the books
      of the Company on behalf of a  Participant  pursuant  to this  Article III
      shall be  equal to the sum of the  Basic  Salary  Deferrals,  Supplemental
      Salary Deferrals,  Matching Company  Contributions,  Supplemental  Company
      Contributions,  Mandatory Bonus Deferral  Contributions and Optional Bonus
      Deferral Contributions determined under paragraphs (a), (b), (c), (d), (e)
      and (f) below. In addition, the amounts credited on a Participant's behalf
      under the  Supplemental  Thrift Plan shall be recorded on the books of the
      Company on behalf of such Participant  pursuant to paragraph (g)(v) below.
      (a) Basic Salary Deferrals
            The amount of Basic Salary  Deferrals for a Plan Year shall be equal
            to  the  designated   percentage  of  Compensation  elected  by  the
            Participant in the Participant's  Deferred Compensation Agreement in
            accordance  with Section  2.02,  provided  that the reduction in the
            Participant's   Compensation   corresponding  to  the  Basic  Salary
            Deferrals elected by the Participant shall be made only with respect
            to Compensation  payable after the date the  Participant's  Deferred
            Compensation Agreement becomes effective.

            Except as provided in Section 3.01(b),  Basic Salary Deferrals shall
            be  permitted  under  this  paragraph  (a) only with  respect to the
            Participant's Compensation for which pre-tax contributions could not
            be  contributed  to  the  Savings  Plan  because  of  the  Statutory
            Limitations.

      (b)   Supplemental Salary Deferrals
            The amount of Supplemental Salary Deferrals for a Plan Year shall be
            equal to the designated  percentage of  Compensation  elected by the
            Participant in the Participant's  Deferred Compensation Agreement in
            accordance  with Section  2.02,  provided  that the reduction in the
            Participant's  Compensation corresponding to the Supplemental Salary
            Deferrals elected by the Participant shall be made only with respect
            to Compensation  payable after the date the  Participant's  Deferred
            Compensation  Agreement  becomes effective or, if the Participant so
            elects on the Participant's  Deferred Compensation  Agreement,  only
            with respect to the  Participant's  Compensation  for which  pre-tax
            contributions  could not be  contributed to the Savings Plan because
            of the Statutory Limitations.  If the reduction in the Participant's
            Compensation  corresponding  to the  Supplemental  Salary  Deferrals
            elected  by  the   Participant   shall   reduce  the   Participant's
            Compensation   below  one-twelfth  of  the  Statutory   Compensation
            Limitation, a portion of such Supplemental Salary Deferrals shall be
            matched by Company Contributions under Section 3.02(c). Such matched
            Supplemental Salary Deferrals shall be deemed Basic Salary Deferrals
            for all other provisions of this Plan.

      (c)   Matching Company Contributions
            The amount of Matching Company  Contributions  for a Plan Year shall
            be equal to the sum of the Basic Salary  Deferrals and  Supplemental
            Salary Deferrals made on the Participant's  behalf for the Plan Year
            multiplied by the rate at which Company Contributions are made under
            the Savings  Plan;  provided,  however,  that such amount  shall not
            exceed the result of (i) minus (ii) as  follows:  (i) the product of
            (A), (B) and (C) as follows:
                  (A)   is an amount equal to the  Participant's  Compensation
                        for the Plan Year;
                  (B)   is the maximum  percentage  of  "Compensation"  (as such
                        term is defined  under the Savings Plan) with respect to
                        which Company  Contributions  under the Savings Plan may
                        be made; and
                  (C)   is the  rate at  which  Company  Contributions  are made
                        under the Savings Plan; and
            (ii)  is the actual amount of the Company  Contributions made by the
                  Company on behalf of the  Participant  under the Savings  Plan
                  for such Plan Year.
      (d)   Supplemental Company Contributions
            The Chief  Executive  Officer  of the  Company  may  authorize  that
            Supplemental  Company  Contributions  shall be made for a Plan Year,
            which shall be allocated in such amounts and to such Participants as
            the Chief Executive Officer of the Company shall determine.
      (e)   Mandatory Bonus Deferral Contributions
            The amount of Mandatory Bonus Deferral Contributions for a Plan Year
            shall be equal to the value on the Change of Administration  Date of
            any portion of the Mandatory  Deferral Portion of an Incentive Award
            granted under the Executive  Incentive Plan that is administered and
            accounted for as a liability  under this Plan in accordance with the
            Executive Incentive Plan.
      (f)   Optional Bonus Deferral Contributions
            The amount of Optional Bonus Deferral  Contributions for a Plan Year
            shall be equal to the value on the Change of Administration  Date of
            any portion of the Optional  Deferral  Portion of an Incentive Award
            granted under the Executive  Incentive Plan that is administered and
            accounted for as a liability  under this Plan in accordance with the
            Executive Incentive Plan.
      (g)         (i)   The  contributions   recorded  on  the  books  of  the
                  Company  pursuant to  paragraphs  (a) and (b) above shall be
                  credited to a Participant's  Basic Salary  Deferral  Account
                  and Supplemental Salary Deferral Account,  respectively,  at
                  the  same  time as they  would  have  been  credited  to the
                  Participant's  account  under  the  Savings  Plan  had  such
                  contributions been made under the Savings Plan.
                  (ii)  The  contributions   recorded  on  the  books  of  the
                  Company  pursuant to  paragraph  (c) above shall be credited
                  to a Participant's  Company Contribution Account at the same
                  time as they would have been  credited to the  Participant's
                  account under the Savings Plan had such  contributions  been
                  made under the Savings Plan.
                  (iii) The  contributions   recorded  on  the  books  of  the
                  Company  pursuant to  paragraph  (d) above shall be credited
                  to a Participant's  Company Contribution Account at the time
                  designated for such purpose by the Chief Executive Officer.
                  (iv)  The  contributions   recorded  on  the  books  of  the
                  Company  pursuant to  paragraphs  (e) and (f) above shall be
                  credited  to  a   Participant's   Mandatory  Bonus  Deferral
                  Account and Optional Bonus Deferral  Account,  respectively,
                  on the date such  contributions  are first  administered and
                  accounted  for as a  liability  under this Plan  pursuant to
                  the Executive Incentive Plan.
                  (v)   As of April 1,  1999, or the date  thereafter on which
                  it is  administratively  practicable  as  determined  by the
                  Plan Administrator,  the contributions recorded on the books
                  of the  Company on account  of  amounts  credited  under the
                  Supplemental   Thrift   Plan   shall   be   credited   to  a
                  Participant's Company Contribution Account.
      (h)   Unless the Plan Administrator  determines otherwise, no future Basic
            Salary  Deferrals or Supplemental  Salary Deferrals by a Participant
            shall be permitted and no future Matching  Company  Contributions or
            Supplemental  Company  Contributions shall be made on behalf of such
            Participant if such Participant is no longer an
            Eligible Employee.

3.02  Investment of Accounts

(a)   Accounts  shall be  credited  with  earnings,  gains  and  losses of the
      Deemed Investment Options selected by the Plan Administrator,  with such
      allocation   among   the   Deemed   Investment   Options   as  the  Plan
      Administrator  selects.  However,  a Participant shall designate on each
      Deferred  Compensation  Agreement his or her preferences  with regard to
      the allocation among the Deemed  Investment  Options of the aggregate of
      his  or her  Basic  Salary  Deferrals,  Supplemental  Salary  Deferrals,
      Company  Matching  Contributions,  Supplemental  Company  Contributions,
      Mandatory  Bonus  Deferral  Contributions  and Optional  Bonus  Deferral
      Contributions made pursuant to such Deferred  Compensation  Agreement or
      to be  credited  in the Plan Year to which  such  Deferred  Compensation
      Agreement  relates.  A  Participant  may  designate  a  preference  with
      respect to the  allocation  in the  aggregate of his or her Basic Salary
      Deferrals,    Supplemental    Salary    Deferrals,    Company   Matching
      Contributions,   Supplemental  Company  Contributions,  Mandatory  Bonus
      Deferral  Contributions and Optional Bonus Deferral  Contributions  made
      pursuant to a Deferred  Compensation  Agreement or to be credited in the
      Plan  Year  to  which  such  Deferred  Compensation   Agreement  relates
      entirely in any one of the Deemed  Investment  Options or may  designate
      any   combination   in  such   multiples   as   specified  by  the  Plan
      Administrator.  The amounts  credited on a  Participant's  behalf  under
      the   Supplemental   Thrift  Plan  shall  be  allocated  to  the  Deemed
      Investment  Option  selected  for  the  Participant's  Company  Matching
      Contributions  for  the  Plan  Year  commencing  January 1,   1999.  The
      amounts   credited  on  a  Participant's   behalf  under  the  Executive
      Incentive  Plan as of  March 31,  1999 and  transferred  to this Plan in
      accordance  with the Executive  Incentive Plan shall be allocated to the
      Deemed Investment  Option selected for the  Participant's  Mandatory and
      Optional Bonus Deferral Contributions,  respectively,  for the Plan Year
      transferred.

      The  Plan  Administrator  may from  time to time  make  additional  Deemed
      Investment Options available as a performance  measure under this Plan and
      may determine  that any Deemed  Investment  Option that it has  previously
      established be terminated as a performance measure under this Plan.

(b)   A Participant may elect to change his or her  preferences  with respect to
      the allocation among the Deemed Investment Options for a Plan Year for the
      aggregate of future Basic Salary Deferrals, Supplemental Salary Deferrals,
      Company  Matching   Contributions,   Supplemental  Company  Contributions,
      Mandatory  Bonus  Deferral  Contributions,  and  Optional  Bonus  Deferral
      Contributions  in that Plan Year at such times and in accordance with such
      procedures specified by Plan Administrator.

(c)   With regard to the aggregate of a  Participant's  existing  Accounts,  a
      Participant  may designate a preference to transfer  balances  among the
      available  Deemed  Investment  Options at such  times and in  accordance
      with  such  procedures   specified  by  the  Plan   Administrator.   Any
      transfers  must be  made in such  multiples  as  specified  by the  Plan
      Administrator.  The Plan  Administrator may impose such additional rules
      and limitations upon transfers between Deemed Investment  Options as the
      Plan Administrator may consider necessary or appropriate.

(d)   Notwithstanding  any other  provision of the Plan, the Plan  Administrator
      shall have sole and  absolute  discretion  with  regard to the  investment
      returns credited to a Participant's Accounts.

3.03  Vesting of Accounts

(a)   A  Participant  shall at all times be fully  vested  in the  Participant's
      Basic Salary  Deferral  Account,  Supplemental  Salary  Deferral  Account,
      Mandatory  Bonus Deferral  Account,  and Optional  Bonus Deferral  Account
      (including amounts transferred from the Executive Incentive Plan).

(b)   A Participant shall vest in the Matching Company Contributions made on the
      Participant's behalf and earnings thereon at the same time and to the same
      extent as such  Participant is vested in Company  Contributions  under the
      Savings Plan.

(c)   A Participant shall vest in the Supplemental Company Contributions made on
      the  Participant's  behalf and earnings thereon in accordance with Section
      3.02 under the vesting schedule  established for such contributions by the
      Plan Administrator.

3.04  Individual Accounts

      The Plan Administrator shall maintain, or cause to be maintained,  records
      showing the  individual  balances of each  Participant's  Accounts and the
      vested portion thereof.  At least once a year, each  Participant  shall be
      furnished  with a statement  setting forth the value of the  Participant's
      Accounts.

                         ARTICLE IV. PAYMENT OF BENEFITS

4.01  Commencement of Payment

(a)   Except as provided in Section 4.01(b), 4.02(c) or Section 4.03, payment of
      any portion of a  Participant's  Accounts  payable for a reason other than
      the   Participant's   termination  of  employment  with  the  Company  and
      Affiliated Companies shall commence as follows: (i) in accordance with the
      Participant's election in the applicable
            Deferred  Compensation  Agreement,  with  respect  to  payment  of a
            Participant's  Supplemental Salary Deferral Account  attributable to
            Supplemental Salary Deferrals made on the Participant's behalf
            for a Plan Year and earnings thereon;
      (ii)  in  accordance  with  the  Participant's  election  relating  to the
            Mandatory  Deferral Portion of any Incentive Award granted under the
            Executive Incentive Plan, with respect to payment of a Participant's
            Mandatory  Bonus Deferral  Account  attributable  to Mandatory Bonus
            Deferral Contributions relating to such Mandatory
            Deferral Portion and earnings thereon;
      (iii) in  accordance  with  the  Participant's  election  relating  to the
            Optional  Deferral  Portion of any Incentive Award granted under the
            Executive Incentive Plan, with respect to payment of a Participant's
            Optional  Bonus  Deferral  Account  attributable  to Optional  Bonus
            Deferral  Contributions  relating to such Optional  Deferral Portion
            and earnings thereon; and
      (iv)  in accordance  with the  Participant's  election in effect under the
            Executive  Incentive Plan  immediately  prior to the transfer of any
            Incentive  Award granted under such  Executive  Incentive  Plan with
            respect to payment of such amounts  transferred on the Participant's
            behalf which were credited under the Executive  Incentive Plan prior
            to April 1, 1999 and earnings thereon.

                  (b)   Notwithstanding   the   provisions  of  paragraph  (a)
                        above,   a   Participant   who  has   not   terminated
                        employment  with the Company and Affiliated  Companies
                        may  make  an  irrevocable  election  at any  time  to
                        accelerate  payment of all of his or her  Supplemental
                        Salary  Deferral  Account,  Mandatory  Bonus  Deferral
                        Account and Optional Bonus Deferral  Account to a date
                        prior to the date such Accounts  would  otherwise have
                        been  payable  pursuant to paragraph  (a) above.  Such
                        payment  shall be made in a single  lump sum,  as soon
                        as  administratively  practicable after such election,
                        and  shall  equal  the  entire  value  of  his  or her
                        Supplemental Salary Deferral Account,  Mandatory Bonus
                        Deferral  Account and Optional Bonus Deferral  Account
                        as of the date of such  distribution,  reduced  by the
                        prime rate as published in the Wall Street  Journal as
                        of the date of distribution plus 100 basis points.

      Except as  provided  in  Section  4.02(c) or  Section  4.03,  payment of a
      Participant's  Basic  Salary  Deferral  Account and  Company  Contribution
      Account shall not be made before the Participant's termination of
      employment.

(c)   Except as  provided  in  Section  4.02(c) or  Section  4.03,  payment of a
      Participant's Accounts payable on account of the Participant's termination
      of employment with the Company and Affiliated  Companies shall commence as
      follows:
            (i) if payment of a Participant's Accounts is to be made in the form
            of  a  lump  sum,   such   payment   shall   commence   as  soon  as
            administratively  practicable after the Participant's termination of
            employment  with the Company and  Affiliated  Companies;  or (ii) if
            payment  of a  Participant's  Accounts  is to be made in the form of
            installments  pursuant to the  Participant's  election in accordance
            with  Section  4.02(b),  such  payments  shall  commence  as soon as
            administratively  practicable after the January 1 coincident with or
            next following the Participant's  termination of employment with the
            Company and Affiliated Companies.

4.02  Method of Payment

(a)   Payment of any  portion of a  Participant's  Accounts  payable  prior to a
      Participant's  termination  of employment  with the Company and Affiliated
      Companies shall be made in the form of a single lump sum.

(b)         (i)   Unless a Participant  elects  otherwise in  accordance  with
            subparagraph  (iii) below,  payment of the Participant's  Accounts
            payable   on  account  of  such   Participant's   termination   of
            employment  with the  Company or an  Affiliated  Company  shall be
            made in the form of a single lump sum.
            (ii)  A  Participant  may elect that  payment  of a  Participant's
            Accounts  attributable  to the amounts  credited to  Participant's
            Mandatory  Bonus  Deferral  Account and  Optional  Bonus  Deferral
            Account from the  Executive  Incentive  Plan,  which were credited
            thereunder  prior to April 1,  1999 and for which  Participant had
            elected an annuity benefit  payable under the Executive  Incentive
            Plan,  be  paid in the  form of  annual  cash  installments  for a
            period of years not to exceed ten.
            (iii) If a Participant's  total Accounts  balance exceeds $25,000,
            a  Participant  may  elect  that  payment  of  the   Participant's
            Accounts payable on account of such  Participant's  termination of
            employment  with the Company or an Affiliated  Company,  including
            Executive Incentive Plan transfers,  be made in the form of annual
            cash  installments  for a period of years,  not to exceed  ten, in
            lieu of a single lump sum.
      A  Participant  may revoke  such  election,  or may  designate a different
      installment period, not to exceed ten years, by duly completing, executing
      and filing such election, revocation, or change of installment period with
      the Plan Administrator. Such election, or the revocation of such election,
      or the designation of a different installment period, shall be made by the
      Participant  on a form  designated  by the  Plan  Administrator  for  such
      purpose; provided, however, for any such election, revocation or change of
      installment period to be effective, a full calendar year must pass between
      the calendar year during which the  Participant  duly makes such election,
      revocation  or change of period and the calendar year in which the payment
      is to commence.

      During an installment  payment period,  the  Participant's  Accounts shall
      continue to be  credited  with  earnings,  gains and losses as provided in
      Section   3.02.   The  first   installment   shall  be  made  as  soon  as
      administratively  practicable  following the January 1 coincident  with or
      next  following  the  Participant's  termination  of  employment  with the
      Company or an Affiliated Company.  Subsequent installments,  if any, shall
      be paid as soon as  practicable  following  the beginning of the following
      calendar year and each  subsequent  year of the  installment  period.  The
      amount  of each  installment  shall  equal the sum of the  balance  in the
      Participant's  Accounts  as of  the  Valuation  Date  coincident  with  or
      immediately preceding the date of such installment's  distribution divided
      by the number of remaining  installments  (including the installment being
      determined).

(c)   If a Participant  dies before  payment of the entire vested balance of the
      Participant's  Accounts,  an amount equal to the unpaid portion thereof as
      of the  Valuation  Date  coincident  with  or  immediately  preceding  the
      Participant's  date of  death  shall  be  payable  in one  lump sum to the
      Participant's  Beneficiary as soon as  administratively  practicable after
      the Participant's death.

4.03  Payment Upon the Occurrence of a Change in Control

(a)   Unless a  Participant  elects  otherwise  prior  to the  date a Change  in
      Control occurs, upon the occurrence of a Change in Control the Participant
      shall   automatically   receive,   in  a  single   lump  sum  as  soon  as
      administratively  practicable after the date the Change in Control occurs,
      the amount credited to the Participant's Accounts as of the Valuation Date
      coincident  with or  immediately  preceding the date the Change in Control
      occurs.

(b)   If, due to an election  pursuant to paragraph  (a) above,  a Participant
      is not to  receive  a single  lump sum upon a  Change  in  Control,  the
      Participant  may  elect,  within 30 days  after  the date the  Change in
      Control  occurs,  to receive,  in a single lump sum,  the value,  on the
      date  the  Change  in  Control  occurs,  of  the  Participant's   vested
      Accounts,  determined in accordance with paragraph (a) above, reduced by
      the prime rate as published  in the Wall Street  Journal on the date the
      Change in Control  occurs plus 100 basis  points.  Such  payment will be
      made as soon as  administratively  practicable  after the  Participant's
      election is received by the Plan Administrator.

(c)   The elections  permitted to  Participants  by paragraphs (a) and (b) above
      shall be made by a writing signed by the  Participant and delivered to the
      Plan Administrator.

4.04  Payment Upon Hardship

      The  Participant  may  request,  in such manner as the Plan  Administrator
      shall prescribe, to withdraw from his Accounts such amount as is necessary
      to meet an unforeseen  financial  hardship.  The Plan Administrator  shall
      have the sole and absolute discretion to grant or deny such a request. Any
      such  withdrawal  shall  result in a  penalty  against  the  Participant's
      Accounts  equal to 1 percent  above the prime  rate  reported  in The Wall
      Street  Journal for the last  business  day of the quarter  preceding  the
      calendar quarter in which the withdrawal is processed.

4.05  Additional Death Benefits

      An Eligible  Employee who is an officer of the Company or is designated by
      the Chief Executive  Officer as eligible shall be covered by an additional
      death benefit over and above any death benefit payable pursuant to Section
      4.02(c).  Such benefit shall be equal to such Participant's  salary (which
      for this  Section  4.05 is the  Participant's  annual base rate of salary,
      including any pre-tax  contributions  to the Savings  Plan,  the Company's
      FLEX Plan,  and deferrals  made  pursuant to Sections  3.01(a) and 3.01(b)
      hereof, and excluding overtime, bonuses, variable or incentive pay, or any
      other special payments) as long as such Participant  remains in the employ
      of the Company.  Upon the  Participant's  Retirement,  such death  benefit
      coverage shall  continue in effect after the date of Retirement.  Upon the
      Participant's  death, the benefit shall be paid, in a manner designated by
      the  Plan  Administrator,  to  the  Beneficiary  last  designated  by  the
      Participant.

                         ARTICLE V. PLAN ADMINISTRATION


5.01  Responsibility for Account Determination

      The Accounts credited on behalf of a Participant or Beneficiary under this
      Plan shall be determined either by the Plan Administrator,  as provided in
      Section 5.02 below,  or such other party as is authorized  under the terms
      of any grantor trust.

5.02  Duties of Plan Administrator

      The Plan Administrator shall calculate, in accordance with Article IV, the
      Accounts  credited on behalf of each Participant or Beneficiary  under the
      Plan.  To the  extent a  Participant's  or  Beneficiary's  vested  Account
      balance is payable from the Plan, the Plan  Administrator  shall have full
      discretionary  authority to resolve any  question  which shall arise under
      the Plan as to any person's  eligibility for benefits,  the calculation of
      benefits, the form, commencement date, frequency,  duration of payment, or
      the identity of the  Beneficiary.  Such question  shall be resolved by the
      Plan  Administrator  under rules uniformly  applicable to all person(s) or
      employee(s) similarly situated.

5.03  Procedure for Payment of Benefits Under the Plan

      With  respect to any  benefit to which a  Participant  or  Beneficiary  is
      entitled  under this Plan,  the Plan  Administrator  (a) shall  direct the
      commencement  of  benefit  payments   hereunder  in  accordance  with  the
      applicable   procedures   established  by  the  Company  and/or  the  Plan
      Administrator regarding the disbursement of amounts from the general funds
      of the  Company  and (b)  shall  arrange,  in  conjunction  with any other
      applicable  plan,  for the payment of benefits  under this Plan and/or any
      other applicable plan.

                         ARTICLE VI. GENERAL PROVISIONS

6.01  Funding

(a)   All  amounts  payable  in  accordance  with this Plan shall  constitute  a
      general  unsecured  obligation of the Company.  Such amounts shall be paid
      out of the general assets of the Company,  to the extent not paid from the
      assets of any trust established  pursuant to paragraph (b) below. The Plan
      Administrator may determine that any administrative  costs relating to the
      Plan shall be allocated to Participants' Accounts, and such Accounts shall
      be reduced by the allocated costs.

(b)   The Company may, for administrative  reasons,  establish a grantor trust
      for  the  benefit  of  Participants  in the  Plan.  Notwithstanding  the
      foregoing  sentence,  the  Company  shall,  upon a  Potential  Change in
      Control,   (1)  establish  a  grantor  trust  for  the  benefit  of  the
      Participants  in the Plan if one is not  already  in  existence  and (2)
      assure  that the funds in such  trust  are at least  equal to the sum of
      the   Participant's   Accounts  in  the  Plan,  as  well  as  any  other
      liabilities of the Plan in excess of such Accounts,  if any, incurred as
      of the date of the  Potential  Change in Control.  The assets  placed in
      such trust shall be held  separate  and apart from other  Company  funds
      and  shall  be used  for the  purposes  set  forth  in the  Plan and the
      applicable trust agreement, subject to the following conditions:
      (i)   the  creation  of such trust  shall not cause the Plan to be other
            than "unfunded" for purposes of Title I of ERISA;
      (ii)  the  Company  shall be  treated  as  "grantor"  of such  trust for
            purposes of Section 677 of the Code; and
      (iii) the  agreement  of such trust shall  provide  that its assets may be
            used upon the  insolvency  or  bankruptcy  of the Company to satisfy
            claims of the  Company's  general  creditors  and that the rights of
            such general  creditors  are  enforceable  by them under federal and
            state law; and
      (iv)  without in any way  limiting the choice of assets  thereunder,  such
            trust may invest in life  insurance  policies,  including  so-called
            "split dollar" policies.

6.02  Discontinuance and Amendment

      The Company  reserves the right,  by action of the Board of  Trustees,  to
      discontinue  the  crediting  of benefits  under the Plan at any time;  and
      further reserves the right, by action of the Board of Trustees or the Plan
      Administrator,  to modify or amend the Plan,  in whole or in part,  at any
      time.  However,  no  modification,   amendment,  or  discontinuance  shall
      adversely  affect the right of any  Participant  to receive  the  benefits
      credited under the Plan as of the date of such modification,  amendment or
      discontinuance,  and no  modification  or  amendment by action of the Plan
      Administrator  shall have a material effect of the benefits  payable under
      the Plan.

6.03  Termination of Plan

      The Company  reserves the right,  by action of the Board of  Trustees,  to
      terminate the Plan at any time,  provided,  however,  that no  termination
      shall be effective retroactively.  As of the effective date of termination
      of the Plan:
            (a)   the benefits of any  Participant or Beneficiary  whose benefit
                  payments have commenced shall continue to be paid; and
            (b)   no  further  Basic  Salary  Deferrals,  Supplemental  Salary
                  Deferrals, Mandatory Bonus Deferral Contributions,  Optional
                  Bonus    Deferral     Contributions,     Matching    Company
                  Contributions,  or Supplemental Company  Contributions shall
                  be  credited  on behalf of any  Participant  whose  benefits
                  have   not   commenced,   and  such   Participant   and  the
                  Participant's   Beneficiary   shall   retain  the  right  to
                  benefits  hereunder.   Earnings,   gains  and  losses  shall
                  continue  to be  credited in  accordance  with  Section 3.02
                  until  payment  of a  Participant's  Accounts  has been made
                  under the terms of the Plan in effect  immediately  prior to
                  the date the Plan is terminated.

      All other provisions of this Plan shall remain in effect.

6.04  Plan Not a Contract of Employment

      This Plan is not a contract of employment,  and the terms of employment of
      any  Participant  shall not be affected in any way by this Plan or related
      instruments, except as specifically provided therein. The establishment of
      this Plan shall not be construed as  conferring  any legal rights upon any
      person for a continuation  of employment,  nor shall it interfere with the
      rights of the  Company to  discharge  any person and to treat such  person
      without  regard to the effect  which such  treatment  might have upon such
      person under this Plan.  Each  Participant and all persons who may have or
      claim any right by reason of the Participant's  participation in this Plan
      shall be bound by the terms of this Plan and all  agreements  entered into
      pursuant thereto.

6.05  Facility of Payment

      In the event that the Plan Administrator  shall find that a Participant is
      unable  to care for such  Participant's  affairs  because  of  illness  or
      accident  or  because  the  Participant  is a minor or has died,  the Plan
      Administrator  may,  unless claim shall have been made  therefor by a duly
      appointed  legal  representative,  direct that any benefit payment due the
      Participant,  to the extent not payable from a grantor  trust,  be paid on
      the Participant's behalf to the Participant's spouse, a child, a parent or
      other blood  relative,  a person with whom the Participant  resides,  or a
      legal guardian, and any such payment so made shall be a complete discharge
      of the liabilities of the Company and the Plan therefor.

6.06  Withholding Taxes

      The Company  shall have the right to deduct  from each  payment to be made
      under the Plan any required withholding taxes.

6.07  Nonalienation

      Subject to any applicable  law, no benefit under the Plan shall be subject
      in any manner to anticipation,  alienation,  sale,  transfer,  assignment,
      pledge, encumbrance or charge, and any attempt to do so shall be void, nor
      shall  any  such  benefit  be in  any  manner  liable  for or  subject  to
      garnishment,  attachment,  execution or levy,  or liable for or subject to
      the  debts,  contracts,  liabilities,  engagements  or torts of the person
      entitled to such benefits.

6.08  Assumption of Liabilities

      Notwithstanding any Plan provision to the contrary,  at the discretion and
      direction of the Board of Trustees,  the Plan may assume  liabilities with
      respect to benefits  accrued by a Participant  under a plan  maintained by
      such  Participant's  former  employer,   and  upon  such  assumption  such
      liabilities shall become the obligation of the Company.

6.09  Claims Procedure

(a)   Submission of Claims
      Claims for  benefits  under the Plan shall be  submitted in writing to the
      Plan   Administrator   or  to  an   individual   designated  by  the  Plan
      Administrator for this purpose.

(b)   Exhaustion of Remedy
      No  claimant  shall  institute  any action or  proceeding  in any state or
      federal  court of law or equity or before any  administrative  tribunal or
      arbitrator  for a claim for benefits under the Plan until the claimant has
      first exhausted the procedures  promulgated by the Plan  Administrator for
      review of claims.

6.10  Construction

(a)   The Plan is intended to  constitute  an unfunded  deferred  compensation
      arrangement   maintained   for  a   select   group  of   management   or
      highly-compensated  employees  within the  meaning  of  Sections 201(2),
      301(a)(3),  and 401(a)(1) of ERISA, and all rights under this Plan shall
      be  governed  by ERISA.  Subject  to the  preceding  sentence,  the Plan
      shall be  construed,  regulated and  administered  under the laws of the
      State  of New  York,  to the  extent  such  laws are not  superseded  by
      applicable federal law.

(b)   The  illegality of any  particular  provision of this  document  shall not
      affect the other  provisions  and the  document  shall be construed in all
      respects as if such invalid provision were omitted.

(c)   The  headings  and   subheadings  in  the  Plan  have  been  inserted  for
      convenience of reference  only, and are to be ignored in any  construction
      of the provisions thereof.

      IN WITNESS  WHEREOF,  Consolidated  Edison  Company of New York,  Inc. has
caused this instrument to be executed by is officer thereunto duly authorized as
of the 25th day of March, 1999.

                                                By:   Richard P. Cowie
                                           Vice President-Employee Relations
                                             Consolidated Edison Company of
                                                 New York, Inc.