DEALER MANAGER AGREEMENT

                                                                October 12, 1998

Salomon Smith Barney, Inc.
  As Dealer Manager
7 World Trade Center, 42nd Floor
New York, New York 10048

Ladies and Gentlemen:

      Long Island Lighting  Company d/b/a LIPA (the  "Purchaser")  plans to make
Offers  for  any  and  all  of  its  7.30%   Debentures  Due  2000  (the  "7.30%
Debentures"),   6.25%  Debentures  Due  2001  (the  "6.25%  Debentures"),  7.05%
Debentures  Due 2003 (the "7.05%  Debentures"),  7.00%  Debentures Due 2004 (the
"7.00%  Debentures"),  7.125% Debentures Due 2005 (the "7.125%  Debentures") and
9.00% Debentures Due 2022 (the "9.00%  Debentures" and together with each of the
other series of debentures  specified in this sentence,  the "Securities") (each
an "Offer"  and  collectively  the  "Offers")  upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation Statement
and the Letter of  Transmittal  (including  the  attachments  thereto)  attached
hereto as Exhibit A (collectively,  the "Offer Letter").  Capitalized terms used
herein and not defined  shall have the meaning  ascribed to them in the Offer to
Purchase and Consent Solicitation Statement.

      In  conjunction  with  the  Offers,   the  Purchaser  is  soliciting  (the
"Solicitation")  consents (the  "Consents") from Holders of the Securities of at
least 66 2/3% of the  outstanding  aggregate  principal  amount of all series of
Securities to the adoption of a certain  amendment to the Indentures under which
the Securities were issued.

      The Purchaser hereby appoints Salomon Smith Barney, Inc. as Dealer Manager
(the "Dealer  Manager") in connection with the Offers and the  Solicitation  and
authorizes  the  Dealer  Manager to act on its  behalf in  accordance  with this
agreement  (the  "Agreement")  and the terms of the Offer  Letter,  which  Offer
Letter  has been  approved  by the  Purchaser  and which the  Dealer  Manager is
authorized to use in connection  with the  solicitation of tenders and Consents.
The  Dealer  Manager  agrees to  furnish  no  written  material  to  holders  in
connection with the Offers and the Solicitation other than the Offer Letter.

      The Purchaser and the Dealer Manager acknowledge and agree that the Offers
will not comply with Rule 14e-1 under the  Securities  Exchange Act of 1934,  as
amended ("Rule 14e-1") to the extent  permitted  under the no-action  letters to
Merrill, Lynch, Pierce, Fenner & Smith Incorporated available July 19, 1993, The
Times  Mirror  Company  available  November 15, 1994 and Salomon  Brothers  Inc.
available October 1, 1990.

<PAGE>

      1. Solicitation of Tenders and Consents.

      (a) The Dealer  Manager  will use its best  efforts to solicit  tenders of
Securities and Consents pursuant to the Offers. The Dealer Manager shall have no
liability to the  Purchaser  hereunder or for any act or omission on the part of
any  securities  broker or dealer,  commercial  bank or trust  company which may
solicit tenders or Consents hereunder except for the gross negligence or willful
misconduct of the Dealer Manager.

      (b) The Purchaser will not use or publish any material in connection  with
the  Offers  and  Solicitation,  or  refer  to the  Dealer  Manager  in any such
material,  without  first  obtaining  the  consent  of the Dealer  Manager.  The
Purchaser  will  promptly  inform the Dealer  Manager of any events known to the
Purchaser that might require any change in the Offer Letter.  The Purchaser will
promptly  inform the Dealer Manager of any litigation or  administrative  action
known to the Purchaser with respect to the Offers and the Solicitation.  

      (c) The Purchaser  agrees to furnish to the Dealer Manager,  to the extent
the same is  available  to the  Purchaser,  the  names  and  addresses  of,  and
principal  amount of Securities  held by, the registered  holders and beneficial
owners of  Securities  or  interests  therein  as of a recent  date.  The Dealer
Manager will use such  information  only in  connection  with the Offers and the
Solicitation and will not furnish such information to any other person except in
connection with the Offers and the Solicitation. 

      2. Compensation and Expenses.

      (a) The Purchaser shall pay to the Dealer Manager, as compensation for its
services as Dealer Manager,  if the Securities  tendered  pursuant to the Offers
are  purchased,  a fee  of  0.25%  for  each  $1,000  principal  amount  of  the
outstanding  Securities  purchased pursuant to the Offers,  payable concurrently
with the payment for Securities by the Purchaser under the Offers.

      (b) Whether or not any  Securities  are purchased  pursuant to the Offers,
the Purchaser shall pay all expenses of the preparation,  printing,  mailing and
publishing of the Offer Letter and all its other expenses in connection with the
Offers and the Solicitation, together with all of the Dealer Manager's expenses,
including its out-of-pocket expenses (which will be documented at the request of
the  Purchaser)  and the  fees and the  disbursements  of the  Dealer  Manager's
counsel, incurred by the Dealer Manager in connection with its serving as Dealer
Manager. 

      3. Certain Representations and Warranties by the Purchaser.

      The Purchaser represents and warrants to the Dealer Manager that:

            (a) The Purchaser is validly  existing as a New York  corporation in
      good standing under the laws of the State of New York.

            (b) The Purchaser has duly taken all necessary  corporate  action to
      authorize  the  making  of the  Offers  and the  execution,  delivery  and
      performance of this  Agreement;  and this Agreement has been duly executed
      and delivered by the Purchaser.


                                       2
<PAGE>

            (c) The Offer  Letter does not and (as amended or  supplemented,  if
      amended  or  supplemented)  will not  contain  any untrue  statement  of a
      material  fact or omit to state any  material  fact  required to be stated
      therein or necessary in order to make the statements made, in the light of
      the circumstances under which they were made, not misleading.

            (d) The making and consummation of the Offers, including any related
      borrowings  or other  provisions  for the  payment for  Securities  by the
      Purchaser, and the execution, delivery and performance by the Purchaser of
      this  Agreement  do not and will  not  conflict  with,  or  result  in the
      acceleration  of any  obligation  under or in a breach of, or constitute a
      default  under,  any  of  the  provisions  of  any  material   resolution,
      indenture, loan agreement or mortgage to which the Purchaser is a party or
      by which it is bound or to which  any  material  part of its  property  or
      assets is  subject,  and do not and will not  contravene  in any  material
      respect, any Federal,  state or local law, rule or regulation known to the
      Purchaser, or any order applicable to the Purchaser of any court or of any
      other governmental  agency or instrumentality  having jurisdiction over it
      or any material part of its property.

      4. Certain Representations and Warranties by the Dealer Manager.

      The Dealer Manager represents and warrants to the Purchaser that:

            (a) All  actions  taken by it as Dealer  Manager  will comply in all
      material  respects with all applicable laws,  regulations and rules of the
      United States,  including,  without  limitation,  the no-action  positions
      taken by the Staff of the Securities  and Exchange  Commission in Merrill,
      Lynch,  Pierce,  Fenner & Smith Incorporated  available July 19, 1993, The
      Times Mirror Company available November 15, 1994 and Salomon Brothers Inc.
      available  October 1, 1990,  the applicable  rules and  regulations of the
      registered national securities  exchanges of which the Dealer Manager is a
      member and of the National  Association  of Securities  Dealers,  Inc. and
      state securities laws.

            (b) During the period of the Offers,  none of the Dealer Manager nor
      any of its affiliates  shall effect any  transactions in the Securities or
      the applicable U.S.  Treasury  Reference Notes listed on the cover page of
      the Offer to Purchase and Consent Solicitation Statement,  for the purpose
      of  creating  actual,  or  apparent,  active  trading  in, or  raising  or
      depressing the price of, the Securities or such applicable  U.S.  Treasury
      Reference Notes.

      5. Conditions of Obligation.

      The  obligation to act as Dealer Manager  hereunder  shall at all times be
subject, in its discretion, to the conditions that:

            (a) All  representations,  warranties  and other  statements  of the
      Purchaser contained herein are now, and at all times during the Offers and
      the Solicitation will be, true and correct in all material respects.

            (b)  The   Purchaser   at  all  times  during  the  Offers  and  the
      Solicitation  shall  have  performed  all  of  its  material   obligations
      hereunder  and  theretofore  required  to have been  performed. 


                                       3
<PAGE>

            (c) Legal counsel to the Purchaser  acceptable to the Dealer Manager
      shall  have  furnished  to  the  Dealer  Manager,  concurrently  with  the
      execution  of  this  Agreement,   an  opinion,   dated  the  date  hereof,
      substantially in the form of Exhibit B hereto.

      6. Indemnification.

      (a) The Purchaser agrees to indemnify and hold harmless the Dealer Manager
and any person,  if any, who controls the Dealer  Manager  within the meaning of
Section 20 of the  Securities  Exchange Act of 1934, as amended or Section 15 of
the  Securities  Act of 1933,  as amended,  from and against any and all claims,
damages, losses,  liabilities,  costs or expenses (including attorneys' fees) to
which the Dealer Manager may become  subject by reason of or in connection  with
(i) the Offers and the  Solicitation,  (ii) the  execution  and delivery of this
Agreement or the  performance,  or failure to perform,  by the Dealer Manager of
its  obligations  hereunder,  (iii) any breach by the Purchaser of any warranty,
covenant,  term or condition in, or the  occurrence of any default  under,  this
Agreement,  and (iv) any untrue  statement  or  alleged  untrue  statement  of a
material fact in the Offer Letter or the omission or alleged omission to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading and (v) any other event or  transaction  contemplated  by
any of the  foregoing;  provided,  however,  the  Dealer  Manager  shall  not be
indemnified for any claims, damages, losses, liabilities,  costs or expenses (i)
relating  to an untrue  statement  of a  material  fact or  omission  to state a
material fact by the Dealer Manager or such  controlling  person and (ii) to the
extent,  but only to the  extent,  caused  by the  willful  misconduct  or gross
negligence of the Dealer Manager.

      (b) The Purchaser  agrees to assume the defense of any action  against the
Dealer Manager based upon allegations of any such loss, claim, damage, liability
or action, including the retaining of counsel satisfactory to the Dealer Manager
and the payment of counsel fees and all other expenses relating to such defense;
provided,  however,  that the Dealer Manager may retain separate  counsel in any
such action and may  participate  in the  defense  thereof at the expense of the
Dealer Manager unless such retaining of separate  counsel has been  specifically
authorized by the Purchaser;  and provided  further,  that if the Dealer Manager
shall have been advised by counsel that there may be legal defenses available to
the Dealer Manager which are different from or additional to those  available to
the Purchaser, then the Purchaser shall not have the right to assume the defense
of the action on behalf of such Dealer Manager,  and in such event the said fees
and expenses of the Dealer  Manager in  defending  such action shall be borne by
the Purchaser.  The indemnity agreement contained in Section 7(a) hereof will be
in addition to any liability which the Purchaser may otherwise have.

      Promptly  after receipt by any  indemnified  party under this Agreement of
notice of the commencement of any action,  suit or proceeding,  such party will,
if a claim in respect  thereof is to be made against the  Purchaser,  notify the
Purchaser of the commencement  thereof, but the omission to notify the Purchaser
will not  relieve  the  Purchaser  from any  liability  which it may have to the
indemnified party.

      (c) In order to provide for just and equitable contribution in any case in
which (a) the Dealer  Manager  (or any person who  controls  the Dealer  Manager
within the meaning of Section 15 of the  Securities  Act of 1933,  as amended or
Section 20 of the Securities  Exchange Act of 1934, as amended) would  otherwise
be  entitled  to  indemnification  pursuant  to  Section  


                                       4
<PAGE>

7(a) hereof but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such  indemnification may not be
enforced in such case  notwithstanding  the fact that Section 7(a)  provides for
indemnification  in such case or (b) contribution may be required on the part of
the Dealer Manager or any such  controlling  person in  circumstances  for which
indemnification is provided under Section 7(a); in each such case, the Purchaser
and the Dealer  Manager shall  contribute to the amount paid as a result of such
losses, claims, expenses, damages or liabilities (or actions in respect thereof)
(A) in such  proportion  as is  appropriate  to reflect  the  relative  benefits
received by each of the  contributing  parties on the one hand, and the party to
be indemnified on the other hand, from the Offers and the Solicitation or (B) if
the allocation  provided by clause (A) above is not permitted by applicable law,
in such  proportion as is appropriate to reflect not only the relative  benefits
referred  to in  clause  (A) above  but also the  relative  fault of each of the
contributing  parties  on the one hand and the  party to be  indemnified  on the
other hand in  connection  with  statements  or omissions  that resulted in such
losses, claims, damages,  liabilities or expenses, as well as any other relevant
equitable  considerations;  provided,  however,  that,  in any such case (x) the
Dealer  Manager shall not be required to contribute  any amount in excess of the
compensation paid to the Dealer Manager pursuant to Section 3 hereof, and (y) no
person   guilty  of  a  fraudulent   misrepresentation   shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

      Promptly  after  receipt by any party to this  Agreement  of notice of the
commencement of any action, suit or proceeding,  such party will, if a claim for
contribution  in  respect  thereof  is to be made  against  another  party  (the
"Contributing  Party"),  notify  the  Contributing  Party  of  the  commencement
thereof,  but the omission to notify the Contributing  Party will not relieve it
from  any  liability  which  it may have to any  other  party.  In case any such
action, suit or proceeding is brought against any party, and such party notifies
a Contributing Party of the commencement thereof, the Contributing Party will be
entitled  to  participate  therein  with  the  notifying  party  and  any  other
Contributing Party similarly notified.

      7. Miscellaneous.

      (a)  The  Purchaser  shall  advise  the  Dealer  Manager  promptly  of the
occurrence  of any event which,  in the  Purchaser's  judgment,  could cause the
Purchaser to withdraw, rescind or modify the Offers and the Solicitation.

      (b) This  Agreement  is made solely for the benefit of the Dealer  Manager
and  the  Purchaser  and  their  respective   successors,   assigns,  and  legal
representatives, and no other person shall acquire or have any right under or by
virtue of this agreement.

      (c) Except as otherwise  expressly  provided in this  agreement,  whenever
notice is required by the  provisions  of this  agreement to be given to (i) the
Purchaser,  such notice shall be in writing  addressed to the Purchaser,  at its
office at 333 Earle Ovington Boulevard,  Uniondale,  New York 11553,  Attention:
Stanley  Klimberg,  Esq.; and (ii) the Dealer  Manager,  such notice shall be in
writing  addressed to the Dealer Manager,  at Salomon Smith Barney,  Inc., World
Trade  Center,  42nd  Floor,  New York,  New York 10048,  Attention:  Stephen J.
Cheeseman.


                                       5
<PAGE>

      (d) This Agreement  contains the entire  understanding of the parties with
respect to Salomon Smith Barney, Inc. acting as Dealer Manager of the Offers and
the  Solicitation,   superseding  all  prior  agreements,   understandings   and
negotiations with respect to such activities by Salomon Smith Barney,  Inc., and
shall be governed by and construed in  accordance  with the laws of the State of
New York. This Agreement may be executed in any number of separate counterparts,
each of which shall be an original,  but all such  counterparts  shall  together
constitute one and the same agreement.


                                       6
<PAGE>

      Please sign and return to us a duplicate of this letter, whereupon it will
become a binding agreement.

                                   Very truly yours,

                                   LONG ISLAND LIGHTING COMPANY
                                   d/b/a LIPA

                                   By: /s/ David P. Warren
                                       ----------------------------------- 
                                       Name: David P. Warren
                                       Title:   Chief Financial Officer

The  undersigned  hereby  confirms  that the  foregoing  letter,  as of the date
thereof,  correctly  sets forth the  agreement  between  the  Purchaser  and the
undersigned.

SALOMON SMITH BARNEY, INC.

By: /s/ Stephen Cheeseman
    -------------------------
    Name: Stephen Cheeseman
    Title:   Vice President


                                       7
<PAGE>

                                    EXHIBIT A

           Offer to Purchase and Letter of Transmittal and attachments

<PAGE>

                                   EXHIBIT B

                                                               November 12, 1998

Salomon Smith Barney, Inc.
  As Dealer Manager
7 World Trade Center, 42nd Floor
New York, New York  10048

Ladies and Gentlemen:

      We have acted as counsel to Long Island  Lighting  Company d/b/a LIPA (the
"Purchaser"), in connection with the Offers for any and all its 7.30% Debentures
Due 2000  (the  "7.30%  Debentures"),  6.25%  Debentures  Due 2001  (the  "6.25%
Debentures"),   7.05%  Debentures  Due  2003  (the  "7.05%  Debentures"),  7.00%
Debentures Due 2004 (the "7.00%  "Debentures"),  7.125% Debentures Due 2005 (the
"7.125%  "Debentures"),  and 9.00% Debentures Due 2022 (the "9.00%  "Debentures"
and  together  with each of the other  series of  debentures  specified  in this
sentence, the "Securities") (each an "Offer" and collectively "Offers").

      In  conjunction  with  the  Offers,  the  Purchaser  is  soliciting  ("the
"Solicitation")  consents from Holders of the  Securities of at least 66 2/3% of
the outstanding  aggregate  principal  amount of all series of Securities to the
adoption of a certain  amendment to the  Indentures  under which the  Securities
were issued.  Such Offers and Solicitation were made on the terms and subject to
the  conditions  set forth in those  certain  documents  which are  attached  as
Exhibit A to the Dealer  Manager  Agreement  referred to below (said letters are
collectively referred to as the "Offer Letter").

      In that  connection,  we have examined the Offer Letter,  a signed copy of
the agreement  dated  October 12, 1998,  between the Purchaser and you providing
for your  services as Dealer  Manager for the Offers and the  Solicitation  (the
"Dealer  Manager  Agreement")  and  such  other  documents  as  we  have  deemed
appropriate for the purpose of this opinion.

      We have not  undertaken any  independent  review or  investigation  of the
foregoing  facts.  In our  examination,  we have assumed the  genuineness of all
signatures,  the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents  submitted to us as photocopies and the
authenticity of the originals of such  photocopies.  We have also assumed,  with
your  consent  and  without  undertaking,  or having any duty to  undertake  any
independent investigation, that the representations,  warranties, statements and
information as to factual matters made in the agreements and documents mentioned
above or otherwise furnished to us are true and correct.

<PAGE>

      Based upon such  examination and in reliance thereon and having regard for
legal considerations which we deem relevant, we are of the following opinion:

            (i) The  Purchaser is validly  existing and in good  standing  under
      laws of the State of New York.

            (ii) The Purchaser has duly taken all necessary  corporate action to
      authorize  the making and  consummation  of the Offers and the  execution,
      delivery and performance of the Dealer Manager  Agreement,  and the Dealer
      Manager Agreement has been duly executed and delivered by the Purchaser.

            (iii) The making  and  consummation  of the  Offers,  including  any
      related  borrowings or other  provisions for the payment for Securities by
      the  Purchaser,  and  the  execution,  delivery  and  performance  by  the
      Purchaser of the Dealer  Manager  Agreement do not and will not violate or
      conflict  with,  result in a breach of,  constitute  a default  under,  or
      result in the creation of any lien upon any property of LIPA under (a) the
      Certificate  of  Incorporation  or the  By-Laws  of  LIPA,  (b) any  other
      agreement or instrument  listed on Annex 1 to which LIPA is a party or may
      be bound, or (c) Applicable Law.

      The opinions herein are further  subject to the following  limitations and
qualifications:

            (a) We express  no  opinion  as to  matters of law in  jurisdictions
      other than the State of New York,  the State of California and the federal
      laws of the United States.

            (b) We express no opinion  insofar as to compliance  with applicable
      anti-fraud statutes, rules or regulations of state, and federal law.

            (c) We have assumed, without investigation, there was and will be no
      misrepresentation,  omission, fraud, duress, undue influence, bad faith or
      deceit in connection with the Offers.

      For  purposes  of  rendering  the  opinions   expressed   above  the  term
"Applicable  Laws" means those laws,  rules or  regulations  of the State of New
York and the State of California  and the federal laws,  rules or regulations of
the United States of America that, in our experience, are normally applicable to
transactions of the type contemplated by the Offer Letter.

      We are not  passing  upon and do not  assume  any  responsibility  for the
accuracy,  completeness  or fairness of any of the  statements  contained in the
Offer Letter and make no representation that we have independently  verified the
accuracy,  completeness or fairness of any such  statements.  In our capacity as
counsel to LIPA, however,  we had conferences and teleconferences  with LIPA and
representatives  of the Dealer Manager and others,  during which conferences and
teleconferences  the  contents  of the Offer  Letter and  related  matters  were
discussed. Based on our participation in the above-mentioned  conferences and in
reliance thereon and on the records, documents, certificates and opinions herein
mentioned above, we advise you that, during the course of our  representation of
LIPA as counsel on this  matter,  no  information  came to the  attention of the
attorneys  in  our  firm  rendering  legal  services  in  connection  with  such
representation  which caused us to believe that the Offer Letter at its date 


                                       9
<PAGE>

and as of the date of this opinion  (except for the statements  contained in the
"Total  Purchase  Price" section of the Offer Letter,  as to which we express no
opinion or view) contained or contains any untrue  statements of a material fact
or omitted or omits to state any material fact required to be stated  therein or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading.

      This  opinion is intended  for your use and neither  this  opinion nor any
part hereof may be  delivered  to,  used or relied  upon by any other  person or
entity, without our prior written consent except this opinion may be relied upon
by the  underwriters  with regard to the sale by the Long Island Power Authority
of its Electric System Revenue Bonds, Series 1998B.

      This opinion is given as of the date hereof and we assume no obligation to
update or supplement  this opinion to reflect any facts or  circumstances  which
may  hereafter  come to our  attention or any changes in law which may hereafter
occur.

                                                     Very truly yours,

<PAGE>

                                    Annex 1

--------------------------------------------------------------------------------
Description of Document
--------------------------------------------------------------------------------
(a)      Debenture  Indenture  dated as of  November  1, 1986 from  LILCO to The
         Connecticut Bank and Trust Company, National Association, as Trustee.
         -----------------------------------------------------------------------
         Seven Supplemental Indentures as follows:
         -----------------------------------------------------------------------
         Supplemental Indenture
         -----------------------------------------------------------------------
         Number                Date
         -----------------------------------------------------------------------
         First                 11/1/86
         -----------------------------------------------------------------------
         Second                04/1/89
         -----------------------------------------------------------------------
         Third                 07/1/89
         -----------------------------------------------------------------------
         Fourth                07/1/92
         -----------------------------------------------------------------------
         Fifth                 11/1/92
         -----------------------------------------------------------------------
         Sixth                 06/1/93
         -----------------------------------------------------------------------
         Seventh               07/1/93
--------------------------------------------------------------------------------
(b)      Debenture Indenture dated as of November 1, 1992 from LILCO to Chemical
         Bank, as Trustee.
         -----------------------------------------------------------------------
         Four Supplemental Indenture as follows:
         -----------------------------------------------------------------------
         Supplemental Indenture
         -----------------------------------------------------------------------
         Number                Date
         -----------------------------------------------------------------------
         First                 01/1/93
         -----------------------------------------------------------------------
         Second                03/1/93
         -----------------------------------------------------------------------
         Third                 03/1/93
         -----------------------------------------------------------------------
         Fourth                03/1/93
--------------------------------------------------------------------------------
(c)      Indenture of Trust dated as of December 1, 1989 by and between  NYSERDA
         and The  Connecticut  National  Bank, as Trustee,  relating to the 1989
         Series A EFRBs.
         -----------------------------------------------------------------------
         Indenture of Trust dated as of December 1, 1989 by and between New York
         State Energy Research  and  Development  Authority and The  Connecticut
         National Bank, as Trustee, relating to the 1989 Series B EFRBs.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  December  1, 1989 by and between
         NYSERDA and LILCO relating to the 1989 Series A EFRBs.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  December  1, 1989 by and between
         NYSERDA and LILCO relating to the 1989 Series B EFRBs.
--------------------------------------------------------------------------------
(d)      Indenture  of Trust dated as of May 1, 1990 by and between  NYSERDA and
         The Connecticut National Bank, as Trustee, relating to the 1990 EFRBs.
         -----------------------------------------------------------------------
         Participation  Agreement dated as of May 1, 1990 by and between NYSERDA
         and LILCO relating to the 1990 EFRBs.
--------------------------------------------------------------------------------
(e)      Indenture  of Trust dated as of January 1, 1991 by and between  NYSERDA
         and The  Connecticut  National  Bank, as Trustee,  relating to the 1991
         EFRBs.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  January  1, 1991 by and  between
         NYSERDA and LILCO relating to the 1991 EFRBs.
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
(f)      Indenture of Trust dated as of February 1, 1992 by and between  NYSERDA
         and IBJ Schroder Bank and Trust  Company,  as Trustee,  relating to the
         1992 EFRBs, Series A.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  February  1, 1992 by and between
         NYSERDA and LILCO relating to the 1992 EFRBs, Series A.
--------------------------------------------------------------------------------
(g)      Indenture of Trust dated as of February 1, 1992 by and between  NYSERDA
         and IBJ Schroder Bank and Trust  Company,  as Trustee,  relating to the
         1992 EFRBs, Series B.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  February  1, 1992 by and between
         NYSERDA and LILCO relating to the 1992 EFRBs, Series B.
--------------------------------------------------------------------------------
(h)      Indenture  of Trust dated as of August 1, 1992 by and  between  NYSERDA
         and IBJ Schroder Bank and Trust  Company,  as Trustee,  relating to the
         1992 EFRBs, Series C.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  August  1,  1992 by and  between
         NYSERDA and LILCO relating to the 1992 EFRBs, Series C.
--------------------------------------------------------------------------------
(i)      Indenture  of Trust dated as of August 1, 1992 by and  between  NYSERDA
         and IBJ Schroder Bank and Trust  Company,  as Trustee,  relating to the
         1992 EFRBs, Series D.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  August  1,  1992 by and  between
         NYSERDA and LILCO relating to the 1992 EFRBs, Series D.
--------------------------------------------------------------------------------
(j)      Indenture of Trust dated as of November 1, 1993 by and between  NYSERDA
         and Chemical Bank, as Trustee, relating to the 1993 EFRBs, Series A.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  November  1, 1993 by and between
         NYSERDA and LILCO relating to the 1993 EFRBs, Series A.
--------------------------------------------------------------------------------
(k)      Indenture of Trust dated as of November 1, 1993 by and between  NYSERDA
         and Chemical Bank, as Trustee, relating to the 1993 EFRBs, Series B.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  November  1, 1993 by and between
         NYSERDA and LILCO relating to the 1993 EFRBs, Series B.
--------------------------------------------------------------------------------
(l)      Indenture  of Trust dated as of October 1, 1994 by and between  NYSERDA
         and Chemical Bank, as Trustee, relating to the 1994 EFRBs, Series A.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  October  1, 1994 by and  between
         NYSERDA and LILCO relating to the 1994 EFRBs, Series A.
--------------------------------------------------------------------------------
(m)      Indenture  of Trust dated as of August 1, 1995 by and  between  NYSERDA
         and Chemical Bank, as Trustee, relating to the 1995 EFRBs, Series A.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  August  1,  1995 by and  between
         NYSERDA and LILCO relating to the 1995 EFRBs, Series A.
--------------------------------------------------------------------------------
(n)      Indenture of Trust dated as of December 1, 1997 by and between  NYSERDA
         and The Chase Manhattan  Bank, as Trustee,  relating to the 1997 EFRBs,
         Series A.
         -----------------------------------------------------------------------
         Participation  Agreement  dated as of  December  1, 1997 by and between
         NYSERDA and LILCO relating to the 1997 EFRBs, Series A.
--------------------------------------------------------------------------------