February 16, 1995       


Mr. G.D. Caliendo
1079 Newgate Drive
Allentown, PA  18103

Dear Jerry:

I am  pleased to present Orange and Rockland's offer of employment to you for
the position of Vice President - General Counsel & Corporate Secretary
effective February 21, 1995 or as soon as you are available.  The general
details are as follows:

Position: Vice President - General Counsel & Corporate Secretary reporting to
the Vice Chairman and Chief Executive Officer

Base Salary: $185,000 per year

Incentive Compensation: Participation in the Orange and Rockland Utilities,
Inc. annual and long term Incentive Compensation Programs. For 1995,
participation will be prorated for the period you are employed at Orange
Rockland.

Vacation: Four weeks per year upon employment; five weeks after seven years.

Insurance: Eligibility for all insurance programs such as medical, dental,
vision and prescription drugs, and any other benefits afforded to management
employees per plan provisions.  Eligibility will begin on the first of the
month after hire.

Sick Leave: Per Company policy, with immediate participation of five days for 
1995 and 10 days for 1996 recognizing industry standards and taking into
account your seniority and experience as of date of hire.

Severance: Participation in the Company's Severance Policy with the exception
that upon termination by the Company for its convenience other than for cause,
the benefit level will be set at the maximum of 52 weeks.

Management Savings Plan: Eligible for participation after one calendar year of
employment, per plan provisions.
<PAGE>
Mr. G.D. Caliendo
February 16, 1995

Page 2



Supplemental Executive Retirement Plan: Eligible for immediate vesting in the
plan and a benefit formula based on the granting of two years of service for
each of the first five years of actual service.  For example, after five years
of service, the benefit formula will be calculated as if you had achieved ten
years.  Regular plan provisions will take effect in the sixth year at which
time a portion of incentive compensation will be included in the calculation
of the retirement benefit. (See attached letter agreement)

Employees' Retirement Plan of Orange and Rockland Utilities, Inc.: Eligible
for participation per plan provisions. 

Long Term Disability (LTD) Plan:  Participation in the Executive Group LTD
plan which has a three month waiting period, benefit formula of 66 2/3% of
your base salary and short term incentive target, and a maximum benefit amount
of $15,000 per month.
 
Relocation Allowance: The reasonable costs of relocating you and your family
to the Orange and Rockland service territory from Allentown, PA. This will
include the following:

      (a) Reasonable costs for you and your family for relocation trips.
      
      (b) Reasonable necessary storage and temporary housing for you and your
          family.

      (c) Reasonable selling costs for sale of Allentown home including real  
          estate broker fees and other fees, swing loan interest expense for   
          six months, if necessary, and points and fees for loan on home       
          purchase in the area, as necessary.
      
      (d) Reasonable costs for the possible shipment of up to two vehicles, if
          necessary.
      
      (e) Temporary use of rental vehicle until the arrival of personal        
          vehicle(s).

      (f) Payment of reasonable receipted miscellaneous relocation expenses,  
          as necessary.

Company Vehicle: Provided with vehicle for company business and personal use
in accordance with Company policy.

Tax Gross-Up: Gross up for taxes on all Relocation Allowances set forth above.

Indemnification: Per Company policy.

D&O Insurance: Per Company policy.<PAGE>
Mr. G.D. Caliendo
February 16, 1995

Page 3





Your election as an Officer of the Company will occur at the March 2, 1995
Board of Directors meeting.
          
Jerry, on behalf of the entire Board and management team - Welcome!  I'm
especially glad that you are joining O&R and I look forward to working with
you in the near future.




                                  Sincerely,




                                  D. Louis Peoples
                              


Agreed:_G.D. Caliendo__

Date:__2/17/95_________