CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                       SUPPLEMENTAL RETIREMENT INCOME PLAN







                         Effective as of January 1, 1987
                 As Amended and Restated as of April 1, 1999



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                                     ( ii )
                CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                       SUPPLEMENTAL RETIREMENT INCOME PLAN

                                     PURPOSE


The Con Edison  Supplemental  Retirement Income Plan was effective as of January
1, 1987.  Effective as of April 1, 1999, the Con Edison Supplemental  Retirement
Income  Plan has been  amended  and  restated  in its  entirety  and renamed the
Consolidated  Edison Company of New York, Inc.  Supplemental  Retirement  Income
Plan  (the  "Plan").  The  purpose  of the Plan is to  provide  those  employees
participating  in  The  Consolidated   Edison  Retirement  Plan  for  Management
Employees  or any  successor  plan thereto (the  "Management  Retirement  Plan")
benefits which would have been payable under the Management  Retirement Plan (i)
but for the limitations  imposed on qualified  plans by Sections  401(a)(17) and
415 of the Internal  Revenue  Code (the "Code") and (ii) if certain  portions of
Incentive  Awards  under the  Consolidated  Edison  Company  of New  York,  Inc.
Executive  Incentive  Plan  (the  "Executive  Incentive  Plan")  and  Basic  and
Supplemental Salary Deferrals under the Consolidated Edison Company of New York,
Inc.  Deferred  Income  Plan (the  "Deferred  Income  Plan")  were  included  in
pensionable earnings under the Management Retirement Plan.

The inclusion of portions of Incentive  Awards in pensionable  earnings shall be
effective  as of January  1, 1997,  and only with  respect to  Participants  who
retire under the Management Retirement Plan on or after January 1, 1997.

All benefits  payable under this Plan,  which is intended to constitute  both an
unfunded  excess  benefit  plan under  Section  3(36) of Title I of the Employee
Retirement   Income  Security  Act  of  1974,  as  amended   ("ERISA"),   and  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.
                       SUPPLEMENTAL RETIREMENT INCOME PLAN


                                TABLE OF CONTENTS




                                                                        Page


PURPOSE..................................................................( i )


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


ARTICLE II.  PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS...................7

      2.01  Participation....................................................7
      2.02  Amount of Benefits...............................................7
      2.03  Vesting..........................................................9
      2.04  Payment of Benefits..............................................9
      2.05  Reemployment of Former Participant or Retired Participant.......12
      2.06  Additional Benefits.............................................12
      2.07  Transfer to Affiliated Company..................................12

ARTICLE III.  GENERAL PROVISIONS............................................13

      3.01  Funding.........................................................13
      3.02  Discontinuance and Amendment....................................14
      3.03  Termination of Plan.............................................14
      3.04  Plan Not a Contract of Employment...............................15
      3.05  Facility of Payment.............................................15
      3.06  Withholding Taxes...............................................15
      3.07  Nonalienation...................................................16
      3.08  Assumption of Liabilities.......................................16
      3.09  Claims Procedure................................................16
      3.10  Construction....................................................17

ARTICLE IV.  PLAN ADMINISTRATION............................................17

      4.01  Responsibility for Benefit Determination........................17
      4.02  Duties of Plan Administrator....................................18
      4.03  Procedure for Payment of Benefits Under the Plan................18


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               CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                       SUPPLEMENTAL RETIREMENT INCOME PLAN


                             ARTICLE I. DEFINITIONS


The following  terms when  capitalized  herein shall have the meanings  assigned
below.

 1.01 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.

 1.02 Annuity Starting Date shall mean a Participant's  "Annuity Starting Date",
      as that term is defined in the Management Retirement Plan, with respect to
      benefits payable to the Participant or on the  Participant's  behalf under
      the Management Retirement Plan.

1.03  Basic Salary Deferrals shall mean "Basic Salary  Deferrals",  as that term
      is defined in the Deferred Income Plan.

1.04  Beneficiary  shall  mean the  person  determined  in  accordance  with the
      provisions of the Management Retirement Plan to receive benefits under the
      Management Retirement Plan after a Participant's death, such determination
      to be made without  regard to the  provisions  of any  qualified  domestic
      relations  order, as defined in Section 414(p) of the Code,  applicable to
      the Management Retirement Plan.

1.05  Board of  Trustees  shall  mean the Board of  Trustees  of  Consolidated
      Edison Company of New York, Inc. or any successor thereto.

1.06  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% 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 1.06)  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% 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% 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% 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.

1.07 Code shall mean the Internal  Revenue Code of 1986, as amended from time to
time.

1.08  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 Section 1.06,  "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.

1.09  Deferred  Income Plan shall mean the  Consolidated  Edison  Company of New
      York, Inc. Deferred Income Plan, as amended from time to time.

1.10  Eligible  Employee  shall mean any person  employed  by the Company who is
      participating  in the  Management  Retirement  Plan  or any  other  person
      designated  by the Chief  Executive  Officer of the Company as eligible to
      participate in the Plan.

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

1.12  Excess  Benefit  Portion  shall  mean the  portion  of the  Plan  which is
      intended to  constitute  an unfunded  excess  benefit plan under  Sections
      3(36)  and  4(b)(5)  of  Title I of  ERISA  which  provides  benefits  not
      otherwise payable under the Management Retirement Plan due to restrictions
      imposed by Section 415 of the Code.

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

1.14  Incentive Award shall mean the "Incentive  Award", as that term is defined
      in the Executive Incentive Plan.

1.15  Management  Retirement Plan shall mean The Consolidated  Edison Retirement
      Plan for Management Employees, as amended from time to time.

1.16  Mandatory Deferral Portion shall mean the "Mandatory Deferral Portion", as
      that term is defined in the Executive Incentive Plan.

1.17  Participant  shall mean an Eligible  Employee who is  participating in the
      Plan pursuant to Section 2.01 hereof.

1.18  Plan  shall  mean  the  Consolidated  Edison  Company  of New  York,  Inc.
      Supplemental  Retirement  Income  Plan,  as set forth herein or as amended
      from time to time.

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

1.20 Plan Year shall mean the calendar year.

1.21  Select  Management  Portion shall mean the portion of the Plan, other than
      the Excess  Benefit  Portion,  which is intended to constitute an unfunded
      deferred   compensation   plan  for  a  select  group  of   management  or
      highly-compensated employees under Title I of ERISA.

1.22  Supplemental Salary Deferrals shall mean "Supplemental  Salary Deferrals",
      as that term is defined in the Deferred Income Plan.
ARTICLE II.  PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS


2.01  Participation
 (a)  An Eligible  Employee shall  participate in the Excess Benefit  Portion of
      the Plan provided such Eligible  Employee's pension at the time of payment
      under the Management  Retirement Plan exceeds the  limitations  imposed by
      Code Section 415(b) or 415(e).

 (b)  An Eligible Employee shall participate in the Select Management  Portion
      of the Plan  provided (i) such Eligible  Employee's  pension at the time
      of payment under the Management  Retirement Plan is limited by reason of
      the  Code  Section 401(a)(17)  limitation  on  compensation,  (ii)  such
      Eligible  Employee's pension at the time of payment under the Management
      Retirement   Plan  would  have  been  limited  by  reason  of  the  Code
      Section 401(a)(17)  limitation on compensation if Basic Salary Deferrals
      and/or  Supplemental Salary Deferrals under the Deferred Income Plan had
      not been made,  (iii) such  Eligible  Employee  is awarded an  Incentive
      Award  under  the  Executive  Incentive  Plan,  or  (iv)  such  Eligible
      Employee  meets  any  other  terms  and  conditions  for   participation
      specified by the Chief Executive Officer of the Company.

 (c)  Participation in the Plan shall terminate upon the Participant's  death or
      other termination of employment with the Company and Affiliated Companies,
      unless a benefit is payable under the Plan with respect to the Participant
      or the Participant's Beneficiary under the provisions of this Article II.

2.02  Amount of Benefits
      A Participant's  benefit under the Plan shall be a monthly payment for the
      life of the  Participant  and shall,  subject to Section  2.07,  equal the
      excess,  if any, of (a) over (b) as  determined  below.  In both  Sections
      2.02(a) and (b),  the  pension  shall be  determined  prior to any offsets
      under the Management Retirement Plan for duplicate plan coverage.  (a) the
      monthly pension which would have been payable under the
            Management  Retirement Plan, commencing at the Participant's Annuity
            Starting Date and determined:
      (i)   without  regard  to the  provisions  of  Section 415  of the  Code
            relating to the maximum limitation on benefits;
      (ii)  without  regard  to the  limitation  on  compensation  set  forth in
            Section 401(a)(17) of the Code and its applicable regulations; and
      (iii) as if the  definition of  compensation  (or term of similar  import)
            used for  purposes of  determining  an Eligible  Employee's  pension
            benefit under the Management Retirement Plan using the Participant's
            Final  Average  Salary  included  any  Basic  Salary   Deferrals  or
            Supplemental Salary Deferrals under the Deferred Income Plan and any
            Incentive  Award  credited  on the  Participant's  behalf  under the
            Executive Incentive Plan; provided,  however, that if any portion of
            the Mandatory  Deferral  Portion of any Incentive  Award credited on
            the Participant's behalf under the Executive Incentive Plan has been
            forfeited  pursuant to the  provisions  of the  Executive  Incentive
            Plan, such forfeited amount shall not be included; and provided that
            where  Incentive  Awards  shall be included in  determining  average
            compensation,  the number of Incentive  Awards  recognized shall not
            exceed the averaging period (expressed in whole years); and provided
            further, however, that with respect to a Participant who is entitled
            to a deferred  pension under the Management  Retirement  Plan due to
            cessation of employment  because of  Disability,  the  Participant's
            compensation  for the period after such cessation  shall not include
            any Incentive Award credited on the  Participant's  behalf under the
            Executive  Incentive  Plan with  respect  to any  period  after such
            cessation; over
      (b)   the monthly pension  actually  payable to the Participant  under the
            Management Retirement Plan, commencing at the Participant's
            Annuity Starting Date.
      (c)   If, after a Participant's Annuity Starting Date, changes to the Code
            or ERISA  permit  the  Management  Retirement  Plan to  provide  for
            payment of the Participant's  pension in an amount greater than that
            permissible at his Annuity Starting Date, the Participant's  monthly
            benefit,  if any, under this Plan shall be reduced by the portion of
            the  Participant's  pension  thereafter  paid  from  the  Management
            Retirement Plan.
      (d)   If the  provisions,  if any,  of the  Management  Retirement  Plan
            relating to  cost-of-living  adjustments  result in an increase in
            the  benefit  payable  to  a  Participant  or  the   Participant's
            surviving  spouse,  the  percentage  of  such  increase  shall  be
            applied to the  Participant's or surviving  spouse's benefit under
            this  Plan  at the  same  time  and by the  same  percentage  such
            increase is applicable to the Participant's or surviving  spouse's
            benefit under the Management Retirement Plan.

2.03  Vesting
      Subject to the reduction in a Participant's  benefit payable under Section
      2.02  due to the  forfeiture  of any  portion  of the  Mandatory  Deferral
      Portion of any Incentive Award credited on the Participant's  behalf under
      the  Executive  Incentive  Plan as set forth in  Section  2.02(a)(iii),  a
      Participant  shall be vested in, and have a  nonforfeitable  right to, the
      benefit payable under Section 2.02 at the same time and to the same extent
      as the Participant is vested in the Participant's  "Accrued  Pension",  as
      that term is defined in the Management Retirement Plan.

2.04  Payment of Benefits
 (a)  Retirement or Termination of Employment
      (i)    Following a  Participant's  termination  of  employment  with the
            Company and Affiliated  Companies,  other than by reason of death,
            the   Participant   shall   receive  the  benefit   payable  under
            Section 2.02,  to the extent vested pursuant to  Section 2.03,  at
            the same time and, except as provided in subparagraph  (ii) below,
            in the same form as the  Participant  receives a pension under the
            Management   Retirement   Plan;   provided,   however,   that  the
            determination  of such form and timing is made  without  regard to
            the  provisions  of any  qualified  domestic  relations  order (as
            defined  in   Section 414(p)   of  the  Code)  applicable  to  the
            Management  Retirement  Plan. If the form of payment is other than
            a single  life  annuity  over the  life of the  Participant,  such
            benefit   shall  be  adjusted   as  provided  in  the   Management
            Retirement Plan to reflect such different payment form.
      (ii)  Notwithstanding  the foregoing  provisions of clause (i) above and
            any  election  the  Participant  may  make  under  the  Management
            Retirement  Plan with respect to a form of payment,  a Participant
            shall receive the benefit  provided under this Plan in the form of
            a  lump  sum  if  the  value  of  such  lump  sum,  determined  in
            accordance with subparagraph  (iii) below, does not exceed $25,000
            and  the  Plan  Administrator  determines,  in  his  or  her  sole
            discretion,  that such lump sum payment is to be made.  A lump sum
            payment pursuant to this  subparagraph  (ii) shall be made as soon
            as  administratively   practicable  following  the  later  of  the
            Participant's   termination  of  employment  or  Annuity  Starting
            Date.  If a Participant  receives a pension  under the  Management
            Retirement   Plan  in  the  form  of  a  lump  sum  but  the  Plan
            Administrator  does not determine  that a lump sum will be payable
            to such Participant  under the Plan,  payment of the Participant's
            benefits  under  the Plan  shall  be made in any form  that may be
            payable under the Management  Retirement  Plan, as the Participant
            elects,  other  than a lump sum;  provided,  however,  that if the
            Participant  fails to make an election,  benefits shall be paid in
            the  form  of  a  single  life   annuity  over  the  life  of  the
            Participant.  If a  Participant  who  is to  receive  the  benefit
            payable  under the Plan in the form of a single  lump sum  payment
            dies  after  the  later  of  the   Participant's   termination  of
            employment  or Annuity  Starting  Date but prior to receiving  the
            lump sum payment,  the payment shall be made to the  Participant's
            Beneficiary  with the  calculation  of such  payment  based on the
            assumption  that payment had been made  immediately  preceding the
            Participant's date of death.
      (iii) The  calculation of a lump sum payment  hereunder  shall be based on
            the Participant's  pension determined pursuant to Section 2.02 as if
            it were paid in the form of a single life annuity to the Participant
            using  the  same  conversion  basis  as then  in  effect  under  the
            Management  Retirement  Plan. The  calculation of a lump sum payment
            hereunder  shall be made without  regard to the  possibility  of any
            future changes after the Participant's  Annuity Starting Date in the
            amount of benefits  payable  under the  Management  Retirement  Plan
            because of future changes in the limitations  referred to in Section
            2.02. The lump sum payment  represents a complete  settlement of all
            benefits due on the Participant's behalf under the Plan.

 (b)  Death Prior to a Participant's Annuity Starting Date
      If a  Participant  entitled  to a vested  benefit  under the  Management
      Retirement  Plan dies (i) while in active service with the Company after
      meeting  the  eligibility  requirements  for a  Preretirement  Surviving
      Spouse  Benefit  under the  Management  Retirement  Plan,  or (ii) after
      terminating  employment  with  entitlement  to a pension  hereunder  but
      prior to the  Participant's  Annuity  Starting Date,  the  Participant's
      spouse shall receive a monthly  payment for life  commencing at the same
      time the  spouse  receives  payment  under the  Preretirement  Surviving
      Spouse  Benefit  of  the  Management  Retirement  Plan.  The  amount  of
      benefit  payable  hereunder to such spouse shall be equal to the monthly
      income   which  would  have  been  payable  to  such  spouse  under  the
      Management   Retirement  Plan  based  on  the  hypothetical  benefit  as
      calculated under Section 2.02 hereof.

2.05  Reemployment of Former Participant or Retired Participant If a Participant
      who terminated  employment  with the Company is reemployed by the Company,
      any payment of a benefit shall cease.  Upon the  Participant's  subsequent
      termination  of  employment  (by death or  otherwise),  the  Participant's
      pension shall be recomputed and any benefits then payable  hereunder shall
      be reduced, but not below zero, by a benefit of equivalent actuarial value
      (as determined in accordance with provisions of the Management  Retirement
      Plan) to any benefit previously paid under the Plan.

2.06  Additional Benefits
      The Chief  Executive  Officer  of the  Company  may  authorize  such other
      benefits for any Eligible Employee, or class of Eligible Employees,  as he
      or she  deems  advisable,  including,  but  not  limited  to,  accelerated
      vesting,  increasing age for retirement purposes, and crediting additional
      service.

2.07  Transfer to Affiliated Company
      If a Participant is transferred to employment  with an Affiliated  Company
      and, as a result of such transfer, is no longer an Eligible Employee,  the
      amount under Section  2.02(a)  shall be  determined as if the  Participant
      terminated employment with the Company and all Affiliated Companies on the
      date of such transfer.


<PAGE>


                         ARTICLE III. GENERAL PROVISIONS


3.01  Funding
 (a)  All  amounts  payable  in  accordance  with this Plan shall  constitute  a
      general unsecured obligation of the Company.  Such amounts, as well as any
      administrative  costs  relating  to the  Plan,  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.

 (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, if not already  existing upon a
      Change in Control,  within 30 days  subsequent  to the Change in Control
      establish a grantor trust for the benefit of the  Participants  and fund
      such trust at a level at least equal to the value of the  liabilities of
      the Plan as of the day  before  the  Change  in  Control  occurred.  The
      assets  placed in the 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 the  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 the  trust  for
            purposes of Section 677 of the Code; and
      (iii) the agreement of the 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.


3.02  Discontinuance and Amendment
      The Company  reserves the right,  by action of the Board of  Trustees,  to
      discontinue  benefit  accruals  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 on his behalf 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  on the  benefits
      payable  under the Plan.  Notwithstanding  the  foregoing,  following  any
      amendment  and except as provided  in Article II with  respect to lump sum
      payments  hereunder,  benefits  may be  adjusted  as required to take into
      account the amount of benefits  payable  under the  Management  Retirement
      Plan after the application of the limitations  referred to in Section 2.02
      hereof.

3.03  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,  spouse or Beneficiary
      whose
            benefit payments have commenced shall continue to be paid; and
      (b)   no  further  benefits  shall  accrue on behalf of any  Participant
            whose  benefits have not  commenced,  and such  Participant  and the
            Participant's  spouse  or  Beneficiary  shall  retain  the  right to
            benefits hereunder,  provided that on or after the effective date of
            termination   the   Participant   is  vested  under  the  Management
            Retirement Plan.
      All other provisions of this Plan shall remain in effect.

3.04  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.

3.05  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  he  or  she  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,  or to 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.

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

3.07  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.

3.08  Assumption of Liabilities
      Notwithstanding any Plan provision to the contrary, at the sole 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.

3.09  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.

3.10  Construction
 (a)  The Plan is intended to constitute  both an excess  benefit  arrangement
      and 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.

                         ARTICLE IV. PLAN ADMINISTRATION



4.01  Responsibility for Benefit Determination
      The benefit of a Participant, spouse, or Beneficiary under this Plan shall
      be  determined  either by the Plan  Administrator,  as provided in Section
      4.02 below,  or such other party as is  authorized  under the terms of any
      grantor trust.


<PAGE>


4.02  Duties of Plan Administrator
      The Plan Administrator shall calculate, in accordance with Article II, the
      benefit of each Participant,  spouse or Beneficiary under the Plan. To the
      extent a Participant's,  spouse's or Beneficiary's benefit 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.

4.03  Procedure for Payment of Benefits Under the Plan
      With respect to any benefit to which a Participant,  spouse 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  excess  benefit plan,  for the payment of benefits  under this
      Plan and/or any other applicable excess benefit plan.

IN WITNESS  WHEREOF,  Consolidated  Edison Company of New York,  Inc. has caused
this  instrument to be executed by its 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.