LONG ISLAND LIGHTING COMPANY EXECUTIVE EMPLOYMENT AGREEMENT

            THIS  AGREEMENT,  made and entered  into as of the 1st day of March,
1997,  by and  between  LONG ISLAND  LIGHTING  COMPANY,  a New York  corporation
(hereinafter  referred to as the  "Company"),  and Michael E. Bray  (hereinafter
referred to as "Executive").

                             W I T N E S S E T H :

            WHEREAS, the Executive is employed by the Company in a key executive
capacity  and the  Executive's  services  are  valuable  to the  conduct  of the
business of the Company; and

            WHEREAS,  the Company  recognizes  that  circumstances  may arise in
which a  change  in  control  of the  Company  occurs,  through  acquisition  or
otherwise,  thereby causing  uncertainty about the Executive's future employment
with  the  Company  without  regard  to  the  Executive's   competence  or  past
contributions,  which uncertainty may result in the loss of valuable services of
the  Executive  to the  detriment of the Company and its  shareholders,  and the
Company and the Executive wish to provide  reasonable  security to the Executive
as an  incentive  for  the  continuation  by  Executive  of his  or her  current
relationship with the Company.

            NOW, THEREFORE,  in consideration of the foregoing and of the mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:


1.    Definitions.

            (A) Cause. "Cause" for termination by the Company of the Executive's
employment  after a Change of Control of the Company shall, for purposes of this
Agreement,  be limited to (i) the Executive's  intentionally engaging in conduct
not in good faith which has caused  demonstrable and serious financial injury to
the Company, all of which shall be evidenced by a determination in a binding and
final judgment, order or decree of a court or administrative agency of competent
jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative;  (ii)  conviction  of a felony (as evidenced by binding and final
judgment, order or decree of a court of competent jurisdiction,  in effect after
exhaustion of all rights of appeal) which substantially  impairs the Executive's
ability to perform his duties or responsibilities;  and (iii) continuing willful
and unreasonable refusal by the


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Executive to perform the  Executive's  duties or  responsibilities  (unless such
duties  or  responsibilities   have  been  significantly   changed  without  the
Executive's consent).

            (B) Change of Control.  The term "Change of Control"  means an event
which shall be deemed to have occurred if:

            (i) any "person" as such term is used in Section  13(d) and 14(d) of
      the Securities  Exchange Act of 1934 (the "Exchange  Act") (other than the
      Company,  any  trustee or other  fiduciary  holding  securities  under any
      employee  benefit plan of the Company,  or any company owned,  directly or
      indirectly,  by the stockholders of the Company in substantially  the same
      proportions as their  ownership of stock of the Company) is or becomes the
      "beneficial  owner" (as  defined in Rule 13d-3  under the  Exchange  Act),
      directly or indirectly,  of securities of the Company  representing 40% or
      more of the  combined  voting  power  of the  Company's  then  outstanding
      securities;

            during any period of two consecutive  years,  individuals who at the
      beginning of such period constitute the Board, and any new director (other
      than a director  designated  by a person who has entered into an agreement
      with the Company to effect a transaction described in clause (iii) or (iv)
      herein)  whose  election by the Board or  nomination  for  election by the
      Company's stockholders was approved by a vote of at least two-thirds (2/3)
      of the  directors  then still in office who either were  directors  at the
      beginning of the period or whose  election or nomination  for election was
      previously  so  approved,  cease for any reason to  constitute  at least a
      majority thereof;

            the stockholders of the Company approve a merger or consolidation of
      the  Company  with  any  other   corporation,   other  than  a  merger  or
      consolidation  which 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) more than 80% of the combined voting power of the voting
      securities of the Company or such surviving entity outstanding immediately
      after such merger or consolidation;  provided,  however,  that a merger or
      consolidation  effected to implement a recapitalization of the Company (or
      similar  transaction)  in  which  no  "person"  (as  hereinabove  defined)
      acquires more than 25% of the combined  voting power of the Company's then
      outstanding securities shall not constitute a Change of Control; or

            the stockholders of the Company approve a plan of


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      complete  liquidation  of the  Company  or an  agreement  for the  sale or
      disposition by the Company of, or the Company sells or disposes of, all or
      substantially  all of the Company's assets or all or substantially  all of
      the assets of the Company  acquired  for or used in the  electric  utility
      business  of the  Company,  or any such sale or  disposition  is  effected
      through condemnation proceedings.

      The Chief Legal Officer  shall notify the parties to this  Agreement as to
whether and when a Change of Control has occurred.  The preceding sentence shall
not preclude any other party to this Agreement from giving such notice.

            (C)  Company.  Upon the  occurrence  of any merger or  consolidation
described in Section  1(B)(iii) in which the Company is not the surviving entity
and  which  is not a Change  of  Control,  "Company"  shall  thereafter  for all
purposes  hereof  be  deemed to mean such  surviving  entity  and in such  event
"Company"  for  purposes of Section  1(B)(ii)  shall mean Long  Island  Lighting
Company prior to such event and such surviving entity thereafter.

            (D)  Notice of  Termination.  "Notice of  Termination"  shall mean a
notice  delivered  by the  Company  or the  Executive,  as the case may be,  and
stating that the  Executive's  employment with the Company is terminated and the
reason why such employment is terminated.

            (E) Limited Waiver.  The waiver by the Company of a violation of any
provisions of this Agreement,  whether express or implied,  shall not operate or
be construed as a waiver of any subsequent violation of any such provision.

            (F) Code. For purposes of this Agreement,  the term "Code" means the
Internal Revenue Code of 1986, including any amendments thereto or successor tax
codes  thereof.  References to any section of the Code shall include any amended
or successor section of comparable import.

            (G) Covered  Termination.  For purposes of this Agreement,  the term
"Covered Termination" means any termination of the Executive's employment by the
Company,  if the Termination Date is any date prior to the end of the Employment
Period  and,  if such  termination  is by the  Executive,  for a Good  Reason as
defined below.

            (H)  Employment  Period.  For purposes of this  Agreement,  the term
"Employment Period" means a period commencing on the date of a Change of Control
of the Company,  and ending at 11:59 p.m. Eastern Time on the third  anniversary
of such date.



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            (I) Good Reason. For purposes of this Agreement, the Executive shall
have a "Good Reason" for termination of employment  after a Change of Control of
the Company in the event of significant adverse change,  without the Executive's
written consent,  in the Executive's status with the Company from such status in
effect immediately prior to the Change of Control of the Company.

            (J) Person. For purposes of this Agreement,  the term "Person" shall
mean any individual,  firm, partnership,  corporation or other entity, including
any successor (by merger or otherwise) of such entity,  or a group of any of the
foregoing acting in concert.

            (K)   Termination Date.

            (i) For  purposes of this  Agreement,  the term  "Termination  Date"
      means (a) if the  Executive's  employment is terminated by the Executive's
      death, the date of death; (b) if the Executive's  employment is terminated
      by reason of  voluntary  early  retirement,  as agreed in  writing  by the
      Company and the Executive,  the date of such early retirement which is set
      forth in such written  agreement;  (c) if the  Executive's  employment  is
      terminated  for  purposes of this  Agreement by reason of  disability,  as
      defined in the Retirement  Income Plan of the Company (as in effect on the
      date hereof),  the earlier of thirty days after the Notice of  Termination
      is given or one day prior to the end of the Employment  Period; (d) if the
      Executive's  employment is terminated by the Company (other than by reason
      of disability) or by the Executive for Good Reason,  the earlier of thirty
      days after the Notice of  Termination is given or one day prior to the end
      of the  Employment  Period,  except that if the Notice of  Termination  is
      given on or prior to the third  anniversary  of the date of the  Change of
      Control  of the  Company,  the  Termination  Date  shall be deemed to have
      occurred no later than the third  anniversary of the date of the Change of
      Control of the Company. Notwithstanding the foregoing:

            If the party receiving the Notice of Termination  notifies the other
      party that a dispute exists  concerning the  termination and it is finally
      determined  that the reason asserted in such Notice of Termination did not
      exist,  then  (a) if such  Notice  was  delivered  by the  Executive,  the
      Executive will be deemed to have voluntarily terminated his employment and
      (b) if  delivered  by the  Company,  the  Company  will be  deemed to have
      terminated the Executive other than by reason of death or disability.



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            2.  Termination  or  Cancellation  Prior to Change of  Control.  The
Company  and the  Executive  shall  each  retain  the  right  to  terminate  the
employment  of the  Executive  at any time  prior to a Change of  Control of the
Company.  In the event (A) the Executive's  employment is terminated  prior to a
Change of Control  of the  Company,  or (B) no Change of Control of the  Company
occurs  prior to December 31,  1999,  this  Agreement  shall be  terminated  and
canceled  and of no  further  force  and  effect,  and any and  all  rights  and
obligations of the parties hereunder shall cease.

            3.    Benefits.  If there is a Covered Termination, the
Executive shall be entitled to the following benefits:

            (A) Accrued Benefits.  The Executive shall be paid the amount of the
Executive's  Accrued Benefits.  For purposes of this Agreement,  the Executive's
"Accrued  Benefits"  shall include the following  amounts,  payable as described
herein:  (i) all base  salary,  and accrued  vacation  pay,  for the time period
ending with the Termination  Date; (ii)  reimbursement for any and all monies or
other reimbursable costs advanced in connection with the Executive's  employment
for reasonable and necessary expenses incurred by the Executive on behalf of the
Company for the time period ending with the Termination  Date; (iii) any and all
other cash earned through the  Termination  Date and deferred at the election of
the Executive or pursuant to any deferred  compensation plan then in effect, and
any  increments  thereon as  determined  under  such  plan;  and (iv) a lump sum
payment  of  the  bonus  or  incentive  compensation  otherwise  payable  to the
Executive with respect to the year in which termination occurs, or for the prior
year, under all bonus or incentive  compensation plans in which the Executive is
a participant.  Payment of Accrued Benefits shall be made promptly in accordance
with the Company's prevailing practice.

            (B)   Welfare Benefits.

                  (i)  Until the third  anniversary  of the date of the  Covered
Termination,  the Executive shall continue to be covered,  at the expense of the
Company,  by the same or equivalent welfare benefits,  including life insurance,
hospitalization,  medical and dental coverage and disability  benefits,  as were
provided  to the  Executive  immediately  prior  to the  date of the  Change  of
Control.

                  In the case of benefits of a  character  described  in Section
4980B of the Code,  the Company  shall  reimburse  the Executive for the cost of
coverage  for such  benefits  until  such third  anniversary  of the date of the
Covered Termination (which may be effected by paying the applicable


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premium on behalf of the  Executive  and reporting it as income of the Executive
for  federal  and other  applicable  income  tax  purposes).  The amount of such
payment  shall be  grossed  up so that the net  effect  of such  payment  by the
Company,  after  giving  effect to  federal,  state and  local  income  taxes on
payments under this  subdivision  (ii),  shall be the same as if the Company had
provided such coverage fully at its own expense as described in subdivision  (i)
of this Section (B).

            (C)  Leased  Automobile.  For a period of 90 days from the date of a
Covered  Termination,  the  Company  shall  continue  to make  available  to the
Executive the leased  automobile being provided for the Executive by the Company
at the date of the Change of Control (or in the case of a successor  automobile,
such  automobile)  on the same basis and at the same cost to the  Executive,  if
any, as such automobile is provided on the Termination Date.

            (D)  Severance  Payment.  The  Executive  will be  entitled  to cash
compensation  equal to three (3)  years  pay,  calculated  as  described  below,
payable in equal monthly  installments.  The aggregate cash compensation will be
calculated as the greater of three (3) times (i) the Executive's current rate of
base salary at the Termination Date or (ii) the Executive's  highest annual rate
of base  salary  within  one (1)  year  prior to the  Change  of  Control.  Cash
compensation  paid pursuant to this  provision  shall be subject to  appropriate
payroll deductions.

            (E)   Supplemental Death and Retirement Benefit Plan.

            (i) An executive whose employment is terminated for any reason after
      a Change of Control and who is not vested at the time of such  termination
      in the post-retirement  benefits provided under the Supplemental Death and
      Retirement  Benefits  Plan (SD&RB) shall become vested as of the date of a
      Change of Control in the following percentage of such benefits.

            The percentage referred to in subdivision (i) of this Section is the
      percentage  determined  by  multiplying  100  percent by a  fraction,  the
      numerator of which is the Executive's period of service at the Executive's
      Termination Date computed to the nearest whole month and then increased by
      36  months,  and the  denominator  of which is the  years of  service,  or
      partial years of service,  computed to the nearest whole month,  which the
      Executive  would  have had at the  first  day of the  month  in which  the
      Executive's  65th birthday  falls (but not greater than 100 percent),  had
      the Executive been  continuously  employed until such date. The percentage
      so determined shall be multiplied by the number


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      of the  Participant's  Units of  Participation in the SD&RB at the date of
      any Change of Control to determine the Units  available to the Participant
      at the Termination Date and the provisions of the SD&RB shall be deemed to
      be amended to the full extent  necessary to give effect to the  provisions
      of this Section 3(E).

            The  percentage of the life  insurance or annuity  benefit  provided
      under the SD&RB for each Unit, or fraction  thereof,  shall become payable
      at  the  end  of the  period  described  in (A)  above  during  which  the
      pre-retirement death benefit provided under the SD&RB is continued.

            If the  Executive  elects any  annuity  benefit  provided  under the
      SD&RB,  such benefit  shall be elected  within 90 days of the  Termination
      Date. With respect to the calculation of the amount of any annuity benefit
      payable to the Executive under the SD&RB, the actuarial  equivalent of the
      normal  form of benefit  provided  under the SD&RB  shall be  computed  by
      adding 36 months to the  Executive's  attained  age, and with no reduction
      for  commencement  before age 60 (determined  after such addition),  and a
      reduction of four  percent  (4%) for each full year that the  Executive is
      under age 60 (determined after such addition).  In addition to the options
      available  under the SD&RB,  the Executive may elect to receive a lump sum
      payment of the actuarial  equivalent of any annuity option  provided under
      the SD&RB.  Any such lump sum payment  shall be determined by utilizing an
      actuarial  factor of 110.16 per $1 of monthly income as of the Termination
      Date. The amount determined as of the Termination Date,  whether in a lump
      sum or  annuity  form,  shall be  actuarially  increased  to  reflect  the
      interval  between the Termination  Date and the date of payment,  based on
      the rate of interest  announced by Morgan  Guaranty  Trust  Company of New
      York from  time to time as its  prime or base  lending  rate  between  the
      Termination Date and the payment date.

            (F)   Tax Gross-Up.

            (i) In the event that the Executive  becomes entitled to payments in
      connection  with a Change in Control or his termination of employment (the
      "Payments"),  if any of the Payments will be subject to the tax imposed by
      Section  4999 of the  Code (or any  similar  tax  that  may  hereafter  be
      imposed)  (the  "Excise  Tax"),  the  Company  shall pay to  Executive  an
      additional  amount  (the  "Gross-Up  Payment")  such  that the net  amount
      retained by him, after deduction of any Excise Tax on the Payments and any
      federal,  state and  local  income  tax and  Excise  Tax upon the  payment
      provided for by


<PAGE>



      this  paragraph,   shall  be  equal  to  the  Payments.  For  purposes  of
      determining  whether any of the Payments will be subject to the Excise Tax
      and the amount of such  Excise  Tax,  (a) any other  payments  or benefits
      received or to be received by  Executive  in  connection  with a Change of
      Control or his termination of employment (whether pursuant to the terms of
      this  Agreement or any plan,  arrangement or agreement with the Company or
      any  person  whose  actions  result in a Change of  Control  or any person
      affiliated with the Company or such person) shall be treated as "parachute
      payments"  within the meaning of Section  280G(b)(2) of the Code,  and all
      "excess parachute payments" within the meaning of Section 280G(b)(1) shall
      be treated as subject  to the  Excise  Tax,  unless in the  opinion of tax
      counsel selected by the Company's independent  auditors,  and consented to
      in writing  by the  Executive,  which  consent  shall not be  unreasonably
      withheld,  such other  payments or  benefits  (in whole or in part) do not
      constitute parachute payments, or such excess parachute payments (in whole
      or in  part)  represent  reasonable  compensation  for  services  actually
      rendered  before  the date of the  change  within  the  meaning of Section
      280G(b)(4)  of the Code in excess of the base amount within the meaning of
      Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise
      Tax, (b) the amount of the  Payments  which shall be treated as subject to
      the Excise Tax shall be equal to the lesser of (1) the total amount of the
      Payments or (2) the amount of excess parachute payments within the meaning
      of Section  280G(b)(1)  (after  applying clause (a),  above),  and (c) the
      value of any non-cash benefits or any deferred payment or benefit shall be
      determined by the Company's  independent  auditors in accordance  with the
      principles of Sections 280G(d)(3) and (4) of the Code.

            For purposes of determining the amount of the Gross-Up Payment,  the
      Executive shall be deemed to pay federal,  state and local income taxes at
      the highest  marginal rate of federal,  state and local income taxation in
      the  calendar  year in which the  Gross-Up  Payment is to be made.  In the
      event that the Excise Tax is  subsequently  determined to be less than the
      amount  taken  into  account  hereunder  at the  time  of  termination  of
      Executive's employment, he shall repay to the Company at the time that the
      amount of such  reduction in Excise Tax is finally  determined the portion
      of the Gross-Up  Payment  attributable to such reduction (plus the portion
      of the Gross-Up Payment attributable to the Excise Tax and federal,  state
      and local  income tax  imposed on the  Gross-Up  Payment  being  repaid by
      Executive if such repayment  results in a reduction in Excise Tax and/or a
      federal, state and local tax deduction) plus interest on the


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      amount of such repayment at the rate provided in Section  1274(b)(2)(B) of
      the Code,  applied by treating the period between  initial  payment of the
      Gross-Up  Payment and the repayment in respect  thereof as the term of the
      debt instrument  referred to in section  1274(d)(1)(A) of the Code. In the
      event that the Excise Tax is  determined  to exceed the amount  taken into
      account hereunder at the time of the termination of Executive's employment
      (including  by  reason of any  payment  the  existence  or amount of which
      cannot be  determined  at the time of the Gross-Up  Payment),  the Company
      shall make an additional  Gross-Up Payment in respect of such excess (plus
      any  interest  payable  with  respect to such excess) at the time that the
      amount of such excess is finally determined.

            A Gross-Up Payment shall be made not later than the fifth day, or as
      soon thereafter as the Company in good faith deems practicable,  following
      the date  Executive  becomes  subject to payment of excise tax;  provided,
      however,  that if the amounts of such payment cannot be finally determined
      on or before such day,  the Company  shall pay to Executive on such day an
      estimate,  as  determined  in good faith by the  Company,  of the  minimum
      amount  of such  payments  and  shall pay the  remainder  of such  payment
      (together with interest at the rate provided  under Section  1274(b)(2)(B)
      of the Code) as soon as the amount can be determined but no later than the
      thirtieth day after the date Executive  becomes  subject to the payment of
      excise tax. In the event the amount of the estimated  payment  exceeds the
      amount  subsequently  determined  to have  been  due,  such  excess  shall
      constitute  a loan by the Company to  Executive,  payable on the fifth day
      after demand by the Company  (together  with interest at the rate provided
      in Section 1274(b)(2)(B) of the Code).

            4.    Further Obligations of the Executive.

            (A) Confidentiality.  The Executive agrees that, the Executive shall
hold in  confidence  and not directly or  indirectly  disclose or use or copy or
make lists of any  confidential  information or proprietary data of the Company,
except to the extent  authorized  in writing  pursuant to  authorization  by the
Board of  Directors  of the Company or  required by any court or  administrative
agency,  other than to an employee of the Company or a person to whom disclosure
is reasonably necessary or appropriate in connection with the performance by the
Executive of duties as an executive  of the  Company.  Confidential  information
shall  not  include  any  information  known  generally  to  the  public  or any
information of a type not otherwise  considered  confidential by persons engaged
in the same business or a


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business  similar to that of the Company.  All  records,  files,  documents  and
materials, or copies thereof,  relating to the business of the Company which the
Executive shall prepare,  or use, or come into contact with, shall be and remain
the sole  property of the Company and shall be promptly  returned to the Company
upon termination of employment with the Company.

            5.  Expenses  and  Interest.  If,  after a Change in  Control of the
Company, (A) a dispute arises with respect to the enforcement of the Executive's
rights under this Agreement or (B) any legal or arbitration  proceeding shall be
brought to enforce or interpret  any  provision  contained  herein or to recover
damages for breach  hereof,  the  Executive  shall  recover from the Company any
reasonable  attorneys'  fees and necessary  costs and  disbursements,  including
without  limitation  expert witness fees,  incurred as a result of such dispute,
legal or arbitration  proceeding  ("Expenses"),  and prejudgment interest on any
money judgment or arbitration award obtained by the Executive  calculated at the
rate of interest  announced by Morgan  Guaranty  Trust  Company of New York from
time to time as its prime or base  lending  rate from the date that  payments to
him  should  have been made  under  this  Agreement.  Within  ten days after the
Executive's  written request therefor (which,  without  limitation,  may be made
periodically  or from  time to time  based on the  date or  dates  at which  the
Executive is billed for services and related  expenses which are reimbursable as
"Expenses"  hereunder),  the Company shall pay to the  Executive,  or such other
person or entity as the Executive  may designate in writing to the Company,  the
Executive's   reasonable  Expenses  in  advance  of  the  final  disposition  or
conclusion of any such dispute, legal or arbitration proceeding.

            6. Payment Obligations Absolute. The Company's obligation during and
after the  Employment  Period to pay the  Executive  the amounts and to make the
benefit  and  other   arrangements   provided   herein  shall  be  absolute  and
unconditional and shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim,  recoupment,  defense or other right which
the Company  may have  against him or anyone  else.  All amounts  payable by the
Company hereunder shall be paid without notice or demand. Each and every payment
made  hereunder by the Company shall be final,  and the Company will not seek to
recover all or any part of such payment from the Executive,  or from  whomsoever
may be entitled thereto, for any reason whatsoever.




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            7.    Successors.

            (A) If the Company sells,  assigns or transfers all or substantially
all of its  business  and assets to any Person or if the Company  merges into or
consolidates  or  otherwise  combines  (where the Company  does not survive such
combination)  with any Person (any such event, a "Sale of  Business"),  then the
Company shall assign all of its right,  title and interest in this  Agreement as
of the date of such  event to such  Person,  and the  Company  shall  cause such
Person,  by written agreement in form and substance  reasonably  satisfactory to
the Executive,  to expressly assume and agree to perform from and after the date
of such assignment all of the terms,  conditions and provisions  imposed by this
Agreement  upon the Company.  In case of such  assignment  by the Company and of
assumption and agreement by such Person,  as used in this  Agreement,  "Company"
shall thereafter mean such Person which otherwise becomes bound by all the terms
and provisions of this  Agreement by operation of law, and this Agreement  shall
inure to the  benefit of, and be  enforceable  by, such  Person.  The  Executive
shall,  in his  discretion,  be entitled  to proceed  against any or all of such
Persons,  any Person which  theretofore  was such a successor to the Company (as
defined  in the  first  paragraph  of this  Agreement)  and the  Company  (as so
defined) in any action to enforce any rights of the Executive hereunder.  Except
as provided in this  Subsection,  this Agreement  shall not be assignable by the
Company.  This Agreement shall not be terminated by the voluntary or involuntary
dissolution of the Company.

            (B) This  Agreement and all rights of the  Executive  shall inure to
the  benefit  of and  be  enforceable  by  the  Executive's  personal  or  legal
representatives, executors, administrators, heirs and beneficiaries. All amounts
payable to the Executive under this Agreement,  if the Executive had lived shall
be paid, in the event of the Executive's death, to the Executive's estate, heirs
and  representatives;  provided,  however,  that  the  foregoing  shall  not  be
construed  to modify  any terms of any  benefit  plan of the  Company  or of any
agreement or arrangement of the Company with respect to benefits,  as such terms
are in  effect  on the  date of the  Change  of  Control  of the  Company,  that
expressly govern benefits under such plan, agreement or arrangement in the event
of the Executive's death.

            8. Severability.  The provisions of this Agreement shall be regarded
as  divisible,  and if any of said  provisions  or any part hereto are  declared
invalid or unenforceable by a court of competent jurisdiction,  the validity and
enforceability  of the  remainder  of such  provisions  or parts  hereof and the
applicability thereof shall not be affected thereby.



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            9.    Amendment.  This Agreement may not be amended or
modified at any time except by written instrument executed by the
Company and the Executive.

            10.  Withholding.  The Company  shall be  entitled to withhold  from
amounts  to be paid to the  Executive  hereunder  any  federal,  state  or local
withholding  or other taxes or charges which it is from time to time required to
withhold;  provided,  that the amount so  withheld  shall not exceed the minimum
amount  required to be withheld by law. The Company shall be entitled to rely on
an opinion of nationally recognized tax counsel if any question as to the amount
or requirement of any such withholding shall arise.

            11.  Governing Law;  Resolution of Disputes.  This Agreement and the
rights and  obligations  hereunder shall be governed and construed in accordance
with  the  laws of the  State  of New  York.  Any  dispute  arising  out of this
Agreement shall, at the Executive's election, be determined by arbitration under
the rules of the American Arbitration  Association then in effect (in which case
both parties shall be bound by the arbitration award) or by litigation.  Whether
the dispute is to be settled by  arbitration  or  litigation,  the venue for the
arbitration or litigation shall be New York or, at the Executive's  election, if
the  Executive  is no longer  residing  or working in the New York  metropolitan
area,  in the judicial  district  encompassing  the city in which the  Executive
resides;  provided,  that,  if the  Executive is not then residing in the United
States, the election of the Executive with respect to such venue shall be either
in New York, New York or in the judicial district  encompassing that city in the
United  States  among the  thirty  cities  having  the  largest  population  (as
determined  by the most  recent  United  States  Census  data  available  at the
Termination  Date) which is closest to the  Executive's  residence.  The parties
consent to  personal  jurisdiction  in each trial  court in the  selected  venue
having subject matter jurisdiction notwithstanding their residence or situs, and
each party  irrevocably  consents  to service of process in the manner  provided
hereunder for the giving of notices.

            12. Payment from Trust Funds.  The Company has  established  various
Trust Funds in order to assure payment by the Company of  obligations  under its
various benefit  programs and pursuant to this Agreement.  In the event that the
Company or its  successors or assigns shall not make a payment  required by this
Agreement or pursuant to any employment arrangement or agreement with respect to
which a Trust has been established,  the Trustee of such Trust,  consistent with
the terms and  conditions of the Trust,  shall make the payment  required of the
Company without any need to inquire into the obligations of the Executive to the
Company under this Agreement.


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            13.  Notices.  All notices  hereunder shall be in writing and deemed
properly  given if  delivered by hand and  receipted or if mailed by  registered
mail, return receipt requested.  Notices to the Company shall be directed to the
Corporate  Secretary  at the  Company's  headquarters  offices.  Notices  to the
Executive shall be directed to his last known home address.

            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
dated this 1st day of March, 1997.


                              LONG ISLAND LIGHTING COMPANY


                              By:  /s/ William J Catacosinos
                              ------------------------------
                                  William J. Catacosinos

                                   /s/ Michael E. Bray
                                   -------------------
                                      Michael E. Bray