ORANGE AND ROCKLAND UTILITIES, INC.
                               SEVERANCE AGREEMENT

          THIS AGREEMENT, effective this 10th day of April, 1998 by and between

Orange and Rockland Utilities, Inc. (the "Company") and George V. Bubolo, Jr.

(the "Employee'').

                          W I T N E S S E T H  T H A T

          WHEREAS, the Employee is an integral part of the Company's management

who participates in the decision making process relative to planning and policy

for the Company; and

          WHEREAS, on January 3, 1991 the Board of Directors of the Company

determined that it would be in the best interests of the Company and its

shareholders to assure continuity in the management of the Company's

administration and operations in the event of a Change in Control by entering

into a severance agreement with the officers of the Company; and

          WHEREAS, the Board of Directors of the Company approved the

appointment of the Employee to the position of Vice President - Energy Delivery

Services of the Company on April 8, 1998; and

          WHEREAS, the Company wishes to encourage the Employee to continue his

services with the Company for the period during and after an actual or

threatened Change in Control; and

         NOW THEREFORE, it is hereby agreed by and between the parties hereto

as follows:

           1.   Definitions.

           "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 

under the Exchange Act.

           "Board" shall mean the Board of Directors of the Company.

           "Cause" shall mean (a) the Employee's conviction of a felony or (b)

the Employee's fraud or dishonesty which has resulted or is likely to result in

material economic damage to the Company, as determined in good faith by a vote

of 2/3 of the non-employee directors of the Company at a meeting of the Board

of Directors at which the Employee is provided an opportunity to be heard.

          "Change in Control" shall be deemed to have occurred if the event set

forth in any one of the following paragraphs shall have occurred:

               (i)  any Person is or becomes the Beneficial Owner, 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 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 securities; or

               (ii) the following individuals cease for any reason to constitute

 a majority of the number of directors then serving: individuals who, on the

 date hereof, constitute the Board and any new director (other than a director

 whose initial assumption of office is in connection with an actual or

 threatened election contest, including but not limited to a consent

 solicitation, relating to the election of directors of the Company (as such

 terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act)) whose

 appointment or election by the Board or nomination for election by the

 Company's shareholders was approved by a vote of at least two-thirds (2/3) of

 the directors then still in office who either were directors on the date hereof

 or whose appointment, election or nomination for election was previously so

 approved; or

               (iii)  the shareholders of the Company approve a merger or

consolidation of the Company with any other corporation or approve the issuance

of voting securities of the Company in connection with a merger or consolidation

of the Company (or any direct or indirect subsidiary of the Company) pursuant to

applicable stock exchange requirements, other than (i) a merger or consolidation

which would result in the voting securities of the Company outstanding

immediately prior to such merger or consolidation 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 the Company, at least 65% 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,

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 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 securities; or

               (iv) 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 such 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 of the Company immediately prior to such transaction or series of

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 transactions.

               "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended from time to time.

               "Good Reason" shall mean a determination by the Employee in good

faith that there has been any (i) material change by the Company of the

Employee's functions, duties or responsibilities which change would cause the

Employee's position with the Company to become of less dignity, responsibility,

importance, prestige or scope including, without limitation, the assignment to

the Employee of duties and responsibilities inconsistent with his positions;

(ii) assignment or reassignment by the Company of the Employee without the

Employee's consent, to another place of employment more that 50 miles from the

Employee's current place of employment; (iii) liquidation, dissolution,

consolidation or merger of the Company that has not been approved by a majority

of those members of the Board who were members of the Board prior to the Change

in Control, or transfer of all or substantially all of its assets, other than a

transaction or series of transactions in which the resulting or surviving

transferee entity has, in the aggregate, a net worth at least equal to that of

the Company and assumes this Agreement and all obligations and undertakings of

the Company hereunder; or (iv) reduction in the Employee's total compensation or

any component thereof; by written notice to the Company, specifying the event

relied upon for such termination and given at any time within 6 months after the

occurrence of such event.

               "Person" shall have the meaning given in Section 3(a)(9) of the

Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except

that such term shall not include (i) the Company or any of its affiliates (as

defined in Rule 12b-2 promulgated under the Exchange Act), (ii) a trustee or

other fiduciary holding securities under an employee benefit plan of the Company

or any of its affiliates, (iii) an underwriter temporarily holding securities

pursuant to an offering of such securities, or (iv) a corporation owned,

directly or indirectly, by the stockholders of the Company in substantially the

same proportions as their ownership of stock of the Company.

           2.   Term.

          This Agreement shall commence on the date hereof and shall continue in

effect for a period of twenty-four (24) months following the date of an

occurrence of a Change in Control (or, if later, twenty-four (24) months

following the date of the consummation of the transaction the approval of which

by the Company's shareholders constitutes a Change in Control under subsection

(iii) or (iv) of the definition of "Change in Control," above) (hereinafter the

"Term of this Agreement").

          3.   Severance Benefit.

               a.   In the event of any termination of the Employee's employment

hereunder at any time during the Term of this Agreement (x) by the Employee for

Good Reason, or (y) by the Company for any reason other than Cause, then, within

5 business days after any such termination, the Company shall pay to the

Employee or the estate of the Employee as severance pay, a lump sum cash amount

equal to three times the Employee's "base amount" as defined and determined

under section 28OG of the Internal Revenue Code of 1986, as amended (the

"Code"), less one dollar ("2.99 times the base amount").

               b.   For a period of 24 months (commencing with the month in

which termination of employment as described in paragraph 3a above shall have

occurred), the Employee shall be entitled to all benefits under the Company's

welfare benefit plans as if the Employee were still employed during such period,

at the same level of benefits as existed immediately prior to the Change in

Control, and if and to the extent that such benefits shall not be payable or

provided under any such plan, the Company shall pay or provide such benefits on

an individual basis.  The benefits provided in accordance with this paragraph 3b

shall be secondary to any comparable benefits provided by another employer.

               c.   Notwithstanding anything else herein to the contrary, to the

extent that the Employee is entitled to receive severance payments from another

Company severance plan, arrangement or program, the payments to be made pursuant

to paragraph 3a hereof shall be correspondingly reduced before implementation of

paragraph e below, and, if necessary, the Employee shall make an appropriate

refund to the Employer without interest.

               d.   If Independent Tax Counsel shall determine that the

aggregate payments made to the Employee pursuant to paragraphs 3a and b above

and any other payments to the Employee from the Company which constitute

"parachute payments" as defined in section 28OG of the Internal Revenue Code of

1986, as amended (the "Code") (or any successor thereto) ("Parachute Payments")

would be subject to the excise tax imposed by section 4999 of the Code (the

"Excise Tax"), then the lump sum cash payment payable to the Employee under

paragraph 3a above shall be reduced to an amount and to the extent necessary so

that such payment would not be subject to the Excise Tax.  Notwithstanding the

preceding sentence, in the event of a Change in Control that occurs prior to

April 8, 2003, the Employee shall be entitled to all payments under paragraphs

3a and b above and any other Parachute Payments unless the total of such

payments, after giving effect to the Excise Tax, is less than the amount to

which the Employee would have been entitled under the preceding sentence.  For

purposes of this paragraph 3d, "Independent Tax Counsel" shall mean a lawyer

with expertise in the area of executive compensation tax law, who shall be

selected by the Employee and shall be reasonably acceptable to the Company, and

whose fees and disbursements shall be paid by the Company.

               e.   If it is established pursuant to a final determination of a

court or a final Internal Revenue Service proceeding that, notwithstanding the

good faith of the Employee and the Company in applying the terms of this

Agreement, any part of the aggregate payments paid to the Employee under this

Agreement constitutes an "excess parachute payment" for purposes of sections

28OG and 4999 of the Code, then the amount equal to the excess shall be deemed

for all purposes to be a loan from the Company to the Employee made on the date

of receipt.  The Employee shall have an obligation to repay such loan to the

Company within six months of demand, together with interest thereon at the

lowest applicable Federal rate (as defined in section 1274(d) of the Code) from

the date of the Employee's receipt until the date of such repayment.  If it is

determined for any reason that the amount described in paragraph a or b above in

incorrectly calculated or reduced, the Company shall pay to the Employee the

increased amount, if any, necessary so that, after such an adjustment, the

Employee shall have received or be entitled to receive the maximum payments that

he may receive without any such payment constituting an "excess parachute

payment."

          4.    Source of Payments.

          All payments provided for in paragraph 3 above shall be paid in cash

from the general funds of the Company; provided, however, that such payments

shall be reduced by the amount of any payments made to the Employee or his or

her dependents, beneficiaries or estate from any trust or special or separate

fund established by the Company to assure such payments.  The Company shall not

be required to establish a special or separate fund or other segregation of

assets to assure such payments, and, if the Company shall make any investments

to aid it in meeting its obligations hereunder, the Employee shall have no

right, title or interest whatever in or to any such investments except as may

otherwise be expressly provided in a separate written instrument relating to

such investments.  Nothing contained in this Agreement, and no action taken

pursuant to its provisions, shall create or be construed to create a trust of

any kind, or a fiduciary relationship, between the Company and the Employee or

any other person.  To the extent that any person acquires a right to receive

payments from the Company such right shall be no greater than the right of an

unsecured creditor of the Company.

           5.    Litigation Expenses; Arbitration.

               a.   In the event of any litigation or other proceeding between

the Company and the Employee with respect to the subject matter of this

Agreement and the enforcement of rights hereunder, the Company shall reimburse

the Employee for all reasonable costs and expenses relating to such litigation

or other proceeding as they are incurred, including reasonable attorneys fees

and expenses, regardless of whether such litigation results in any settlement or

judgment or order in favor of any party; provided, however, that any claim or

action initiated by the Employee relating to this Agreement shall have been made

or brought after reasonable inquiry and shall be well grounded in fact and

warranted by existing law or a good faith argument for the extension,

modification, or reversal of existing law, and that it is not interposed for any

improper purpose, such as to harass or to cause unnecessary delay or needless

increase in the cost of litigation.  The obligation of the Company under this

paragraph 5 shall survive the termination for any reason of this Agreement

(whether such termination is by the Company, by the Employee, upon the

expiration of this Agreement or otherwise).

               b.   In the event of any dispute or difference between the

Company and the Employee with respect to the subject matter of this Agreement

and the enforcement of rights hereunder, the Employee may, in his or her sole

discretion by notice to the Company, require such dispute or difference to be

submitted to arbitration.  The arbitrator or arbitrators shall be selected by

agreement of the parties or, if they cannot agree on an arbitrator or

arbitrators within 30 days after the Employee had notified the Company of his or

her desire to have the question settled by arbitration, then the arbitrator or

arbitrators shall be selected by the American Arbitration Association (the

"AAA") in New York, New York upon the application of the Employee.  The

determination reached in such arbitration shall be final and binding on both

parties without any right of appeal or further dispute.  Execution of the

determination by such arbitrator may be sought in any court of competent

jurisdiction.  The arbitrators shall not be bound by judicial formalities and

may abstain from following the strict rules of evidence and shall interpret this

Agreement as an honorable engagement and not merely as a legal obligation.

Unless otherwise agreed by the parties, any such arbitration shall take place in

New York, New York, and shall be conducted in accordance with the Rules of AAA.

           6.   Income Tax Withholding.

          The Company may withhold from any payments made under this Agreement

all federal, state, city or other taxes as shall be required pursuant to any law

or governmental regulation or ruling.

           7.   Entire Understanding.

          This Agreement contains the entire understanding between the Company

and the Employee with respect to the subject matter hereof, i.e., benefits

payable to the Employee upon termination of employment following a Change in

Control, and supersedes any prior severance agreement between the Company and

the Employee, including the Prior Agreement, except that this Agreement shall

not affect or operate to reduce any benefit or compensation inuring to the

Employee of any kind elsewhere provided and not expressly provided for in this

Agreement.

      8.    Severability.

         If, for any reason, any one or more of the provisions or part of a

provision contained in this Agreement shall be held to be invalid, illegal or

unenforceable in any respect, such invalidity, illegality or unenforceability

shall not affect any other provision or part of a provision of this Agreement

not held so invalid, illegal or unenforceable, and each other provision or part

of a provision shall to the full extent consistent with law continue in full

force and effect.  If this Agreement is held invalid or cannot be enforced, then

to the full extent permitted by law any prior agreement between the Company and

the Employee shall be deemed reinstated as if this Agreement had not been

executed.

           9.   Consolidation, Merger, or Sale of Assets.

          If the Company consolidates or merges into or with, or transfers all

or substantially all of its assets to, another corporation with a net worth at

least equal to that of the Company and which assumes this Agreement and all

obligations and undertakings of the Company hereunder, the term "the Company,"

as used herein shall mean such other corporation and this Agreement shall

continue in full force and effect.

           10.  Notices.

          All notices, requests, demands and other communications required or

 permitted hereunder shall be given in writing and shall be deemed to have been

 duly given if delivered or mailed, postage prepaid, first class, if to the

 Employee to the address shown in the personnel records of the Company and, if

 to the Company, as follows:

                     Orange and Rockland Utilities, Inc.
                     One Blue Hill Plaza
                     Pearl River, New York 10965
                     Attention:  Vice President and General Counsel
                     
 or to such other address as either party shall have previously specified in

 writing to the other.

           11.   No Attachment.

          Except as required by law, no right to receive payments under this

 Agreement shall be subject to anticipation, commutation, alienation, sale

 assignment, encumbrance, charge, pledge, or hypothecation or to execution,

 attachment, levy, or similar process or assignment by operation of law, and any

 attempt, voluntary or involuntary, to effect any such action shall be null,

 void and of no effect.

            12.   Binding Agreement.

          This Agreement shall be binding upon, and shall inure to the benefit

of, the Employee and the Company and their respective permitted successors and

assigns.

           13.    Modification and Waiver.

          This Agreement may not be modified or amended except by an instrument

in writing signed by the parties hereto.  No term or condition of this Agreement

shall be deemed to have been waived, nor shall there be any estoppel against the

enforcement of any provision of this Agreement except by written instrument

signed by the party charged with such waiver or estoppel.  No such written

waiver shall be deemed a continuing waiver unless specifically stated therein,

and each such waiver shall operate only as to the specific term or condition

waived and shall not constitute a waiver of such term or condition for the

future or as to any act other than that specifically waived.

           14.    Headings of No Effect.

         The paragraph headings contained in this Agreement are included solely

for convenience of reference and shall not in any way affect the meaning or

interpretation of any of the provisions of this Agreement.

 15.    Governing Law.

         This Agreement and its validity, interpretation, performance, and

enforcement shall be governed by the laws of the State of New York without

giving effect to the choice of law provisions in effect in such State.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be

executed by its officers thereunto duly authorized, and the Employee has signed

this Agreement, all effective as of the date first above written.



                     ORANGE AND ROCKLAND UTILITIES, INC.
                     
                     
                     By: /s/ Michael J. Del Giudice
                     


                     GEORGE V. BUBOLO, JR.


                     /s/ George V. Bubolo, Jr.