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                                                                  EXHIBIT 10.38A

                                    AGREEMENT


         On this ___ day of July, 1997, Orange and Rockland Utilities, Inc.
(hereinafter the "Company") and R. Lee Haney (hereinafter the "Executive") enter
into this Agreement.

         WHEREAS, the Executive and the Company are parties to an agreement
dated January 22,1996 (the "Severance Agreement"), which provides the Executive
with certain protective measures in the event the Executive's employment is
terminated following a Change in Control, as defined in the Severance Agreement;
and

         WHEREAS, paragraph "6.1(B)" of the Severance Agreement presently
provides:

                  (B) Notwithstanding any provision of any annual or long-term
                  incentive plan to the contrary, the Company shall pay to the
                  Executive a lump sum amount, in cash, equal to the sum of (i)
                  any incentive compensation which has been allocated or awarded
                  to the Executive for a completed fiscal year or other
                  measuring period preceding the Date of Termination under any
                  such plan but which, as of the Date of Termination, is
                  contingent only upon the continued employment of the Executive
                  to a subsequent date or otherwise has not been paid, and (ii)
                  a pro rata portion to the Date of Termination of the aggregate
                  value of all contingent incentive compensation awards to the
                  Executive for all then uncompleted periods under any such
                  plan, calculated as to each such award by multiplying the
                  award that the Executive would have earned on the last day of
                  the performance award period, assuming the achievement, at the
                  target level of the individual and corporate performance goals
                  established with respect to such award, by the fraction
                  obtained by dividing the number of full months and any
                  fractional portion of a month during such performance award
                  period through the Date of Termination by the total number of
                  months contained in such performance award period.; and

         WHEREAS, the Orange and Rockland Utilities, Inc. Long-Term Performance
Share Unit Plan (the "Plan") provides in paragraph "9(a)":

                  (a) EFFECT OF CHANGE IN CONTROL OR POTENTIAL CHANGE IN
                  CONTROL. Other provisions of the Plan notwithstanding, upon
                  the occurrence of a Change in Control or a Potential Change in
                  Control during a Performance Period, all of the Target PSUs
                  and Dividend Equivalent PSUs shall be deemed to be earned as
                  of the date of such event. As soon as practicable after any
                  Change in Control or Potential Change in Control, the Company
                  shall pay to each Participant (or his or her Beneficiary) a
                  lump-sum cash distribution equal to (i) the number of Target
                  PSUs and Dividend Equivalent PSUs deemed earned by the
                  Participant under this Section 9(a), multiplied by the Fair
                  Market Value of a Share as of the date

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                  immediately preceding the Change in Control or the Potential
                  Change in Control; plus (ii) the entire unpaid balance of the
                  Participant's Deferral Accounts as of the date immediately
                  preceding the Change in Control or Potential Change in
                  Control; plus (iii) the number of DSUs, including Dividend
                  Equivalent DSUs, credited to the Participant's DSU Account as
                  of the date of the Change in Control or the Potential Change
                  in Control, multiplied by the Fair Market Value of a Share as
                  of the date immediately preceding the Change in Control or the
                  Potential Change in Control; plus (iv) if, in connection with
                  any dividend, distribution, or forward Share split, the record
                  date is before, but the payment date is after, the date of the
                  distribution under this Section 9(a), the amount of cash plus
                  the Fair Market Value of any Shares or other property payable
                  or issuable as a dividend or distribution on each Share
                  multiplied by the number of PSUs and DSUs settled in
                  accordance with clauses (i) and (iii) of this sentence.; and

         WHEREAS, the Company and the Executive wish to amend the Severance
Agreement so that it reflects the provisions of the Plan.

         NOW, THEREFORE, the Company and the Executive agree as follows:

         1. Paragraph "6.1(B)" of the Severance Agreement is hereby rescinded
and replaced by the following revised paragraph:

                  6.1 . . . (B) Except with regard to the Orange and Rockland
                  Utilities, Inc. Long-Term Performance Share Unit Plan (the
                  "PSU Plan"), and notwithstanding any provision of any other
                  annual or long-term incentive plan to the contrary, the
                  Company shall pay to the Executive a lump sum amount, in cash,
                  equal to the sum of (i) any incentive compensation which has
                  been allocated or awarded to the Executive for a completed
                  fiscal year or other measuring period preceding the Date of
                  Termination under any such plan but which, as of the Date of
                  Termination, is contingent only upon the continued employment
                  of the Executive to a subsequent date or otherwise has not
                  been paid, and (ii) a pro rata portion to the Date of
                  Termination of the aggregate value of all contingent incentive
                  compensation awards to the Executive for all then uncompleted
                  periods under any such plan, calculated as to each such award
                  by multiplying the award that the Executive would have earned
                  on the last day of the performance award period, assuming the
                  achievement, at the target level of the individual and
                  corporate performance goals established with respect to such
                  award, by the fraction obtained by dividing the number of full
                  months and any fractional portion of a month during such
                  performance award period through the Date of Termination by
                  the total number of months contained in such performance award
                  period. Upon a Change in Control or Potential Change in
                  Control, the Executive's right to receive incentive
                  compensation awarded or allocated to the Executive under the
                  PSU Plan shall be governed by the terms of the PSU Plan.

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         2. Except as provided above, nothing in this Agreement is intended, nor
shall this Agreement be construed, to in any other way amend the Severance
Agreement.



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                R. Lee Haney                         James F. O'Grady, Jr.
                                                     Chairman, Compensation
                                                             Committee