ORANGE AND ROCKLAND UTILITIES, INC.

              LONG-TERM PERFORMANCE SHARE UNIT PLAN

























Effective January 1, 1995,
 as amended through July 1, 1997

              ORANGE AND ROCKLAND UTILITIES, INC.
              LONG-TERM PERFORMANCE SHARE UNIT PLAN


1.   Purpose.

     The purpose of this Long-Term Performance Share Unit Plan
(the "Plan") of Orange and Rockland Utilities, Inc. (the
"Company") is to provide an additional means to attract, retain,
and provide incentives to executive officers and other key
employees of the Company and its Affiliates through a
compensation program intended (i) to be competitive with the
practices of other utility companies; (ii) to provide a strong
and direct link between Participants' pay and Company performance
on behalf of its shareholders and customers; (iii) to compensate
Participants for their successful long-term strategic management
of the Company; (iv) to permit actual compensation to be based on
the achievement of the Company's long-term strategic objectives
and performance; and (v) to more closely align the financial
interests of Participants and Company shareholders.

2.   Definitions.

     In addition to the terms defined in Section 1, the following
are defined terms for purposes of the Plan:
     
     (a)  "Affiliate" means an entity that directly, or
indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Company.
     
     (b)  "Award" means, with respect to a person selected to
become a Participant in respect of a Performance Period, the
grant of a number of Target PSUs, the grant of the right to earn
Dividend Equivalent PSUs, the grant of the right to earn a number
of Bonus PSUs (expressed as a percentage of the number of Target
PSUs granted in the Award), the Performance Goal(s) for such
     Performance Period, and the number, or formula for determining
the number, of Target PSUs, Dividend Equivalent PSUs, and Bonus
PSUs earned for specified levels of achievement of the
Performance Goal(s) for such Performance Period, all in
accordance with Section 5(a).

     (c)  "Award Account" means a bookkeeping account maintained
by the Company for each Award granted to a Participant.  Each
Award Account shall from time to time reflect the number of
Target PSUs granted and the number of Dividend Equivalent PSUs
and Bonus PSUs that the Participant has a right to earn for the
Performance Period, as well as other transactions relating to
PSUs.  At such time as the Committee determines the number of
Target PSUs, Dividend Equivalent PSUs, and Bonus PSUs earned by
the Participant with respect to the Award, such PSUs earned shall
be settled in cash or Shares (subject to Section 11(a)), or
deferred in accordance with Section 6.  If any voluntary deferral
is credited to the Award Account in a form other than a DSU, such
deferral shall be credited to such bookkeeping accounts,
representing the deemed voluntary investment alternatives that
are available to Participants under the Plan, as may be
determined from time to time by the Committee ("Deferral
Accounts"), which shall reflect the amount of such deferral,
including earnings and interest credited in accordance with
Section 8(b), as well as other transactions relating to the
balances in such Deferral Accounts.  If any DSUs are credited to
the Award Account through a mandatory or voluntary deferral ("DSU
Account"), the DSU Account shall reflect the number of DSUs,
including Dividend Equivalent DSUs credited in accordance with
Sections 8(c), as well as other transactions relating to the DSUs
in such DSU Account.

     (d)  "Beneficiary" means the person or persons, designated
by the Participant under Section 11(d), who, from and after the
death of the Participant, shall have the rights, if any, of the
Participant under the Plan; provided, however, that if no
Beneficiary designation under the terms of the Plan is in effect
at the time of a Participant's death, or if no Beneficiary
survives the Participant, or if such designation violates
applicable law, (i) the Participant's spouse, or, (ii) if none,
the Participant's estate, shall be deemed to be the Beneficiary.

     (e)  "Board" means the Board of Directors of the Company.

     (f)  "Bonus PSUs" means PSUs that a Participant has a right
to earn if the Performance Goal Maximum for the Award is
achieved.  The number of Bonus PSUs which may be earned in an
Award is expressed, for purposes of the Plan, as a percentage of
the Target PSUs granted in such Award.  Performance that fails to
exceed the Performance Goal Target for the Award will result in
no Bonus PSUs being earned, and performance that exceeds the
Performance Goal Target for the Award but does not equal or
exceed the Performance Goal Maximum for the Award will result in
a specified portion of the Bonus PSUs being earned.

     (g)  "Cause" for Termination by the Company of a
Participant's employment means Termination in the event that
(i) the Participant is convicted of a crime or engages in an act
of moral turpitude; (ii) the Participant breaches any of his or
her obligations under any employment agreement governing his or
her employment; (iii) the Participant is grossly negligent or
engages in gross misconduct in rendering services to the Company
or an Affiliate, and by such action, or failure to act, causes
substantial detriment to the Company or an Affiliate; (iv) the
Participant repeatedly fails to follow written Company policies
or guidelines that have been expressly approved by the Company or
an Affiliate, and by such action, or failure to act, causes
substantial detriment to the Company or an Affiliate; or (v) the
Participant breaches any of his or her fiduciary duties as an
officer or director of the Company or an Affiliate.
     
     (h)  "Change in Control" and certain related terms are
defined in Section 9(b).
     
     (i)  "Committee" means the Compensation Committee of the
Board; provided, however, that, if any member of the Compensation
Committee fails to qualify as a "Non-Employee Director", as
defined in Rule 16b-3 under the Exchange Act, (A) the member who
fails to qualify shall not be involved in the administration of
the Plan, or (B) the Board may designate another Board committee
to serve as the Committee for purposes of administering the Plan,
as determined by the Board in its discretion.  Other provisions
of the Plan notwithstanding, the Board may perform any function
of the Committee under the Plan, including, without limitation,
for the purpose of ensuring that transactions under the Plan by
any Participant who is then subject to Section 16 of the Exchange
Act in respect of the Company are exempt under Rule 16b-3.  In
any case in which the Board is performing a function of the
Committee under the Plan, the term "Committee" as used in this
Plan shall include the Board.

     (j)  "Deferred Share Unit" or "DSU" means a bookkeeping unit
of account under the Plan representing the value of one Share
credited to a Participant's DSU Account, subject to the terms and
conditions of the Plan.  DSUs are accounting measures created and
used solely for purposes of the Plan, and do not represent
ownership rights in the Company, Shares, or any asset of the
Company.

     (k)  "Dividend Equivalent DSUs" means DSUs credited to the
Participant's DSU Account, in respect of credited DSUs, including
DSUs that were originally credited as Dividend Equivalent DSUs,
equivalent in value to dividends or distributions paid on Shares
or Shares issued in forward Share splits, the record date for
which falls during the time that DSUs are credited to the
Participant's DSU Account, all in accordance with Section 8(c).

     (l)  "Dividend Equivalent PSUs" means PSUs that a
Participant has the right to earn, in respect of Target PSUs and
previously credited Dividend Equivalent PSUs, if the applicable
Performance Goal Target is achieved, equivalent in value to
dividends or distributions paid on Shares or Shares issued in
forward Share splits, the record date for which falls during the
Performance Period, or after the Performance Period but prior to
the Settlement Date, all in accordance with Section 5(e).

     (m)  "Exchange Act" means the Securities Exchange Act of
1934, as amended.

     (n)  "Fair Market Value" means, in the case of a Share as of
a given date, the average of the high and the low sales prices of
a Share reported in the table entitled "New York Stock Exchange
Composite Transactions" contained in The Wall Street Journal (or
an equivalent successor table) for such date or, if no such
prices were reported for such date, for the most recent trading
day prior to such date for which such prices were reported.  In
the case of property other than Shares as of a given date, "Fair
Market Value" shall be determined in good faith by or at the
direction of the Committee.

     (o)  "Grant Date" means, in the case of Awards granted under
Section 5(a), the first day of the Performance Period, and in the
case of Awards granted during a Performance Period under Section
5(d), the date the Committee authorized the grant of the Award or
such other date as may be specified by the Committee.

     (p)  "Latest Quarter's Average FMV" means, in the case of a
Share as of a given date, the average of the Fair Market Values
of a Share on each trading day during the calendar quarter that
ended on the March 31, June 30, September 30, or December 31
nearest to but preceding such date.

     (q)  "Participant" means a person who has been granted an
Award with respect to a Performance Period that has not ended, or
who has cash credited to his or her Deferral Account(s) or DSUs
credited to his or her DSU Account.

     (r)  "Performance Goal(s)" means, with respect to an Award,
the targeted business criterion or criteria and targeted level or
levels of performance with respect to such criterion or criteria
required to be achieved during a Performance Period in order for
a Participant to earn PSUs for such Performance Period.  The
following terms relate to the term "Performance Goal(s)":
     
          (i)   "Performance Goal Maximum" means the Performance
     Goal(s) that, if achieved, will result in the Participant's
     earning all Target PSUs, Dividend Equivalent PSUs, and Bonus
     PSUs for the Performance Period, subject to the terms and
     conditions of the Plan.

          (ii)  "Performance Goal Target" means the Performance
     Goal(s) that, if achieved, will result in the Participant's
     earning all Target PSUs and Dividend Equivalent PSUs for the
     Performance Period or, conversely, if not achieved, will
     result in the Participant's forfeiting a specified portion
     of Target PSUs and not earning a specified portion of
     Dividend Equivalent PSUs, and which must be exceeded in
     order for the Participant to earn any Bonus PSUs for the
     Performance Period, subject to the terms and conditions of
     the Plan.

          (iii) "Performance Goal Threshold" means the
     Performance Goal(s) that must be achieved for the
     Participant to earn any Target PSUs and Dividend Equivalent
     PSUs for the Performance Period or, conversely, if not
     achieved, will result in the Participant's forfeiting all
     Target PSUs and not earning any Dividend Equivalent PSUs.
     Performance that falls between the Performance Goal
     Threshold and the Performance Goal Target will result in the
     Participant's earning a specified portion of Target PSUs and
     Dividend Equivalent PSUs and forfeiting all other Target
     PSUs and Dividend Equivalent PSUs.

     (s)  "Performance Period" means a specified period, not to
exceed three calendar years, over which achievement of
Performance Goal(s) is to be measured.  Subject to Section 5(c),
a Performance Period generally will be a three-year period,
unless otherwise determined by the Committee.  A given
Performance Period may overlap with any other Performance Period.

     (t)  "Performance Share Unit" or "PSU" means a bookkeeping
unit of measure of compensation under the Plan, deemed to be
equal in value to one Share, which may be earned by a Participant
if a Performance Goal Threshold is achieved during a specified
Performance Period, subject to the terms and conditions of the
Plan.  PSUs are accounting measures created and used solely for
purposes of the Plan, and do not represent ownership rights in
the Company, Shares, or any asset of the Company.

     (u)  "Potential Change in Control" and certain related terms
are defined in Section 9(c).

     (v)  "Pro Rata" means, with respect to the number of Target
PSUs granted and Dividend Equivalent PSUs and Bonus PSUs that the
Participant has the right to earn for a given Performance Period
in which there occurs a specified event (e.g., a Termination), a
fractional portion of the total number of each such type of PSUs,
where the numerator of the fraction is the number of full months
elapsed from the Grant Date to the date of such event, and the
denominator of the fraction is the number of full months from the
Grant Date until the end of the Performance Period.

     (w)  "Retirement" means any time that a Participant is
entitled to a "Retirement Allowance", other than a Vested
Retirement Allowance, as defined under the Employees' Retirement
Plan of Orange and Rockland Utilities, Inc. or the Officers'
Supplemental Retirement Plan of Orange and Rockland Utilities,
Inc., or an earlier retirement approved for purposes of the Plan
by the Committee.

     (x)  "Settlement Date" means that date within 90 days after
the end of a given Performance Period that the Committee
determines the proper amount of Target, Dividend Equivalent
and/or Bonus PSU's earned by a Participant in respect of such
Performance Period.
     
     (y)  "Shares" means shares of the Company's Common Stock, $5
par value per share, and such other securities as may be
substituted for Shares or for such other securities under the
adjustment provisions of Section 10.

     (z)  "Target PSUs" means PSUs granted to a Participant as of
the Grant Date that he or she will earn if the applicable
Performance Goal Target is achieved.  Performance that fails to
equal or exceed the Performance Goal Threshold for the Award will
result in the Participant's forfeiting all Target PSUs, and
performance that equals or exceeds the Performance Goal Threshold
for the Award but does not equal or exceed the applicable
Performance Goal Target will result in the Participant's
forfeiting a specified portion of the Target PSUs.
     
     (aa) "Termination" (and related terms) means termination of
a Participant's employment with the Company or any of its
Affiliates immediately after which the Participant is no longer
performing services for the Company or any of its Affiliates on a
salary basis, and without regard to whether the former employee
receives any form of severance or termination payments following
his or her Termination or is retained to provide services for
hire as a consultant or independent contractor.

3.   Administration.

     (a)  Authority of the Committee.  The Plan shall be
administered by the Committee.  The Committee shall have full
authority in its discretion to take or refrain from taking all
actions under the Plan, in each case subject to and consistent
with the terms and conditions of the Plan and any outstanding
Award, including, without limitation, the following:

          (i)   To take the actions required or permitted under
     Sections 5 and 6, and determine all other terms and
     conditions of PSUs, DSUs, Deferral Accounts and DSU
     Accounts;

          (ii)  To adopt, amend, suspend, waive, and rescind such
     rules and regulations, prescribe such forms of agreements,
     notices, elections, and other Plan documents, and appoint
     such agents, as it may deem necessary or advisable to
     administer the Plan;
          
          (iii) To correct any defect or supply any omission or
     reconcile any inconsistency in the Plan or any Award, and to
     construe and interpret the Plan, any Award, and any rule or
     regulation, agreement, notice, election, or other Plan
     document; and

          (iv)  To make all other decisions and determinations as
     may be required under the Plan or as the Committee may deem
     necessary or advisable for the administration of the Plan.

     (b)  Manner of Exercise of Committee Authority.  Any action
of the Committee under the Plan shall be final, conclusive, and
binding on all persons, including the Company, Participants,
Beneficiaries, and shareholders.  The express grant of any
specific power or authority to the Committee, and the taking or
refraining to take of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee.
The Committee may delegate to officers or managers of the Company
and its Affiliates the power and authority, subject to such terms
as the Committee shall determine, to perform such functions,
including administrative functions, as the Committee may
determine, to the extent permitted under applicable law.  Each
member of the Committee shall be entitled, in good faith, to rely
or act, or refrain from relying or acting, upon any report or
other information furnished to him or her by any officer or other
employee of the Company or its Affiliates, the Company's
independent public accountants, compensation consultants, or any
other professional retained by the Company to assist in the
administration of the Plan.

4.   Eligibility.

     Executive officers and other key employees of the Company
and its Affiliates (including any director of the Company who is
also an executive officer or other key employee, but excluding
directors who are not employees), who the Committee determines
hold positions with the potential to impact the long-term
strategic performance of the Company and/or any of its
Affiliates, and to influence shareholder value, are eligible to
be selected to become Participants under the Plan.

5.   Awards.

     (a)  General.  The Committee may, from time to time, grant
Awards by taking the following actions, subject to and consistent
with the terms and conditions of the Plan:

          (i)   Establish and determine the period that will
     constitute a Performance Period in accordance with the terms
     of the Plan;

          (ii)  Select executive officers and other key employees
     to be granted Awards in respect of such Performance Period;
          
          (iii) Determine the number of Target PSUs granted to
     each such Participant, and the Dividend Equivalent PSUs and
     Bonus PSUs (expressed as a percentage of the number of
     Target PSUs), that may be earned by such Participant in
     respect of such Performance Period; provided, however, that,
     except in the case of Awards granted under Sections 5(c) or
     5(d), the aggregate number of such Target PSUs and Bonus
     PSUs shall not exceed 120% of the number of Target PSUs
     granted to the Participant, or such other percentage less
     than 120% but greater than 100% that the Committee may deem
     appropriate;

          (iv)  Determine the Performance Goal(s) that must be
     achieved in order for a Participant to earn PSUs in respect
     of the Performance Period, including the Performance Goal
     Threshold, the Performance Goal Target, and the Performance
     Goal Maximum, the portion of the Target PSUs and Dividend
     Equivalent PSUs earned upon achievement of the Performance
     Goal Threshold, the basis for determining the portion of the
     Target PSUs and Dividend Equivalent PSUs earned if
     performance falls between the Performance Goal Threshold and
     the Performance Goal Target, and the basis for determining
     the portion of Bonus PSUs earned if performance falls
     between the Performance Goal Target and the Performance Goal
     Maximum; and

          (v)   Specify the matters relating to settlement, as
     set forth in Section 6(b);

provided, however, that, except as provided in Sections 5(c) and
(d), the Committee shall take the actions specified in
(i) through (iv) above not later than 90 days after the beginning
of a Performance Period (but in no event after 25% of such
Performance Period has elapsed), with the Grant Date for such
Awards being the first day of such Performance Period.

     (b)  Performance Goal(s).  Performance Goal(s) may
incorporate such absolute or relative business criterion or
criteria as the Committee may deem necessary or advisable,
including, without limitation, average annual total shareholder
return (Share price appreciation or depreciation plus dividends,
assuming dividend reinvestment), earnings per Share, or other
criteria specified by the Committee, to be achieved over the
Performance Period, specified either by absolute number or as
compared to a specified comparison group of utility companies.
Where more than one such criterion is incorporated into a
Performance Goal, the Committee shall specify the weighting of
each such criterion.

     (c)  Transition Performance Periods.  Transition Performance
Periods shall be established for the one-year period extending
from January 1, 1995 through December 31, 1995, and the two-year
period extending from January 1, 1995 through December 31, 1996.
Additional Transition Performance Periods shall be established
for the one-year period extending from January 1, 1996 through
December 31, 1996 and the two-year period extending from
January 1, 1996 through December 31, 1997.  The Awards for such
Transition Performance Periods shall be governed by the
applicable provisions of Section 6 and 7.

     (d)  Additional Awards During a Performance Period.  The
provisions of Section 5(a) notwithstanding, the Committee may
grant an Award to a newly hired or promoted executive officer or
other key employee at any time during a Performance Period;
provided, however, that no such Award may be effective as of a
date later than six months before the stated end date of the
Performance Period.  In granting such an Award, the Committee
shall take into account the portion of the Performance Period
already elapsed, the performance achieved during the already
completed portion of the Performance Period, and such other
considerations as the Committee may deem necessary or advisable.

     (e)  Dividend Equivalent PSUs.  The Participant shall have
the right to earn Dividend Equivalent PSUs, as follows:

          (i)   If the Company declares and pays a dividend or
     distribution in the form of cash or property other than
     Shares in respect of Shares, the record date for which falls
     during a Performance Period or after the Performance Period
     but prior to the Settlement Date for such Performance
     Period, then, at the payment date therefor, a number of
     Dividend Equivalent PSUs shall become potentially earnable
     in respect of each Target PSU, and each previously credited
     Dividend Equivalent PSU potentially earnable for such
     Performance Period in respect of such Target PSU, held as of
     the record date for such dividend or distribution, equal to
     (A) the amount of cash plus the Fair Market Value of any
     property other than Shares actually paid as a dividend or
     distribution in respect of each Share at such payment date,
     divided by (B) the Fair Market Value of a Share at such
     payment date.

          (ii)  If the Company declares and pays a dividend or
     distribution in the form of additional Shares payable in
     respect of Shares, or there occurs a forward Share split,
     the record date for which falls during a Performance Period
     or after the Performance Period but prior to the Settlement
     Date, then, at the payment date therefor, a number of
     Dividend Equivalent PSUs shall become potentially earnable
     in respect of each Target PSU, and each previously credited
     Dividend Equivalent PSU potentially earnable in respect of
     such Target PSU, held as of the record date for such
     dividend or distribution or split, equal to the number of
     additional Shares actually paid as a dividend or
     distribution or issued in such split in respect of each
     Share.

6.   Settlement of Awards.

     (a)  Determination of Number of PSUs Earned.  Not later than
90 days after the end of each Performance Period, the Committee
shall determine the extent to which the Performance Goal(s) were
achieved during such Performance Period, the number of Target
PSUs earned (or forfeited), if any, the number of Dividend
Equivalent PSUs earned, if any, and the number of Bonus PSUs
earned, if any.

     (b)  Settlement Alternatives for PSUs.  All PSUs earned in
respect of a given one- or two-year Transition Performance Period
shall be settled in mandatorily deferred DSUs credited under
Section 8(a) until the end of the Performance Period related to
such one- and two-year Transition Performance Periods.  At the
end of such Performance Period, mandatorily deferred DSUs shall
be settled in the same manner as earned PSUs.  Other than in the
case of PSUs earned in respect of Transition Performance Periods,
Participants may voluntarily elect to have all or a specified
portion of PSUs earned in respect of a Performance Period settled
in cash or Shares (subject to Section 11(a)), deferred to
Deferral Accounts, or deferred as DSUs in a DSU Account in
accordance with Section 8(a); provided, however, that any such
election by a Participant shall be in writing and shall be made
prior to the December 1 that immediately precedes the end of the
Performance Period, may be modified at any time prior to such
date, and shall become irrevocable by the Participant as of such
date.  Notwithstanding the foregoing, no deferral election shall
be permitted if the annual amount that is deferred is less than
$3,500.  If a Participant fails to make an election, the
Participant shall be deemed to have elected to be paid in cash.
A Participant's election shall apply only to a given Performance
Period, so that the Participant must file a separate election
with respect to separate Performance Periods.

     (c)  Settlement of PSUs.  The Committee shall specify a
Settlement Date for each Performance Period.  If PSUs earned are
to be settled in cash or voluntarily deferred to Deferral
Accounts in accordance with Section 8(a), the amount of cash to
be paid or the amount of the deferral for each PSU earned to be
so settled shall equal the Latest Quarter's Average FMV of a
Share as of such Settlement Date.  If PSUs earned are to be
settled by issuing Shares to the Participant, subject to Section
11(a), or crediting of DSUs to the Participant's DSU Account, one
Share shall be issued or one DSU credited to the Participant for
each earned PSU to be so settled.

7.   Termination of Employment.

     (a)  Termination During Performance Period -- Effect on
PSUs.  Upon a Participant's Termination prior to the end of a
Performance Period, whether voluntary or involuntary, all of the
Participant's Target PSUs relating to such Performance Period
shall be forfeited, and no Dividend Equivalent PSUs or Bonus PSUs
shall be earnable in respect of such Performance Period, except
that in the event of a Participant's Termination due to death,
disability, or Retirement prior to the end of a Performance
Period, but more than six months after the Participant's Grant
Date with respect to such Performance Period, a Pro Rata portion
of his or her Target PSUs awarded for such Performance Period
shall remain outstanding and potentially earnable, and the Pro
Rata portion of his or her Dividend Equivalent PSUs and Bonus
PSUs in respect of such Performance Period shall remain
outstanding and potentially earnable.  Such Pro Rata portion of
Target PSUs, Dividend Equivalent PSUs, and Bonus PSUs shall,
following such Termination, remain subject to all of the terms
and conditions of the Plan, including Section 6.  Any Target PSUs
in excess of such Pro Rata portion shall be forfeited, and any
Dividend Equivalent PSUs and Bonus PSUs in excess of such Pro
Rata portion shall not be earnable by the Participant (or his or
her Beneficiary).

     (b)  Termination After Performance Period -- Effect on PSUs.
Upon a Participant's Termination following the end of a
Performance Period, but prior to the Settlement Date for such
Performance Period:

          (i)   In the event of the Participant's Termination for
     Cause, all of the Participant's Target PSUs relating to such
     Performance Period shall be forfeited, and no Dividend
     Equivalent PSUs or Bonus PSUs shall be deemed to be earned
     by the Participant in respect of such Performance Period.

          (ii)  In the event of the Participant's Termination for
     any other reason, such Termination shall have no effect on
     his or her rights under Section 6, except as provided in
     Section 7(d).

     (c)  Termination -- Effect on Deferral Accounts and DSU
Accounts.  Upon a Participant's Termination at a time that the
Participant maintains a balance in one or more Deferral Accounts
and/or DSU Account, amounts voluntarily deferred in such accounts
shall remain subject to all of the terms and conditions of the
Plan, including any distribution schedule or Participant election
then in effect.  In the event of a Participant's Termination for
Cause, all DSUs (including DSUs that were originally credited as
Dividend Equivalent DSUs) credited to his or her DSU Account then
subject to a period of mandatory deferral in respect of a
Transition Performance Period shall be forfeited.
     
     (d)  No Deferral From Award After Termination.  If
settlement of a Participant's Award is due under the provisions
of Section 6(b) after a Termination, any PSUs earned shall be
settled in cash or Shares (subject to Section 11(a)), with no
voluntary deferral possible.

8.   Voluntary Deferrals.

     (a)  Deferral Accounts and DSU Accounts; Switching.  If PSUs
earned are to be voluntarily settled in Deferral Accounts under
this Section 8(a), the amount of such deferral determined in
accordance with Sections 6(b) and (c) shall be credited to the
Participant's Deferral Accounts as of the Settlement Date.  The
Participant shall specify in the manner designated by the
Committee or its delegate, in whole numbers, the percentage of
his or her deferrals to the Deferral Accounts which shall be
invested in each available deemed investment alternative;
provided, however, that the percentage for each such deemed
investment alternative must be at least 10%.  If a Participant
fails to select a deemed investment alternative, he or she shall
be deemed to have failed to make a valid deferral election with
respect to any amounts which were credited to the Deferral
Accounts.  If PSUs earned are to be settled by deferral to the
DSU Account under this Section 8(a), the number of DSUs
determined in accordance with Sections 6(b) and (c) shall be
credited to the Participant's DSU Account as of the Settlement
Date.
     
     A Participant may, by filing a written quarterly election
with the Vice President of Human Resources, reallocate or switch
amounts credited to his or her Deferral Accounts between and
among different deemed investment alternatives then available for
Deferral Account investment.  Reallocation shall be made as of
the last business day of a calendar quarter, reallocations must
be in whole percentages, and the amount allocated to any
investment alternative selected must be at least 10% of the value
of the Participant's Deferral Accounts as of such last business
day of the calendar quarter.  At no time may a Participant
reallocate or switch amounts from his or her Deferral Accounts to
his or her DSU Account, nor reallocate or switch DSUs credited to
his or her DSU Account to his or her Deferral Accounts.

     The election among the available investment alternatives
shall be the sole responsibility of each Participant.  The
Company, the Committee, and their delegates are not authorized to
make any recommendations to any Participant with respect to such
election.  Each Participant assumes all risk in connection with
any election of deemed investment alternatives and the adjustment
to the value of his or her Deferral Accounts as the result of
changes to the value of such deemed investment alternatives.
Neither the Company nor the Committee in any way guarantees
against loss with respect to Deferral Accounts.

     All payments from the Deferral Accounts shall be made
proportionately from each such Deferral Account, based upon the
value of each Deferral Account as of the valuation date used for
payment.

     (b)  Crediting of Interest and Other Earnings to Deferral
Accounts.  Interest and other earnings and appreciation shall be
credited on the amounts deferred to Deferral Accounts as of the
last business day of each calendar month, and for the purposes of
determining the amount to be distributed from a Deferral Account
in accordance with Section 8(d), such Account shall be valued,
and interest and other earnings shall be credited thereto, as of
the final business day of the calendar year which precedes the
calendar year of distribution.

     (c)  Crediting of Dividend Equivalent DSUs to DSU Account.
Dividend Equivalent DSUs shall be credited to a Participant's DSU
Account as follows:

          (i)   If the Company declares and pays a dividend or
     distribution in the form of cash or property other than
     Shares in respect of Shares, the record date for which falls
     while any DSUs are credited to the Participant's DSU
     Account, then, at the payment date therefor, a number of
     Dividend Equivalent DSUs shall be credited to the
     Participant's DSU Account in respect of each DSU, including
     each DSU that was originally credited as a Dividend
     Equivalent DSU, credited to such Account as of the record
     date for such dividend or distribution, equal to (A) the
     amount of cash plus the Fair Market Value of any property
     other than Shares actually paid as a dividend or
     distribution in respect of each Share at such payment date,
     divided by (B) the Fair Market Value of a Share at such
     payment date.

          (ii)  If the Company declares and pays a dividend or
     distribution in the form of additional Shares payable in
     respect of Shares, or there occurs a forward Share split,
     the record date for which falls while any DSU's are credited
     to the Participant's DSU Account, then, at the payment date
     therefor, a number of Dividend Equivalent DSUs shall be
     credited to the Participant's DSU Account in respect of each
     DSU, and each previously credited Dividend Equivalent DSU,
     credited to such Account as of the record date for such
     dividend or distribution or split, equal to the number of
     additional Shares actually paid as a dividend or
     distribution or issued in such split in respect of each
     Share.
     
     (d)  Time of Distributions.  The Participant shall make a
written election, at the time he or she makes an election under
Section 6(b) or such other time as the Committee may specify,
with respect to the time of distribution from his or her Deferral
Accounts and DSU Account.  A Participant may elect to receive
such distribution in one lump-sum payment or in some other number
of ratable annual installments (not exceeding 10); provided,
however, that installments will only be available if, as of the
valuation date for the initial distribution, the total of (i) the
amounts in his or her Deferral Accounts and DSU Account, and
(ii) any accounts maintained under the Orange and Rockland
Utilities, Inc. Eligible Employees' Compensation Plan is greater
than $25,000.
     
     The lump-sum payment or the first installment, as elected by
the Participant, shall be distributed as soon as practicable
after the following date, as elected by the Participant:  (i) the
first business day of the calendar year immediately following the
calendar year of the Participant's Termination; or (ii) the first
business day of such later calendar year as the Participant shall
have elected.  Subsequent installments, if any, shall be
distributed as soon as practicable after the first business day
of each succeeding calendar year until the entire amount credited
to the Participant's Deferral Account and DSU Account shall have
been distributed.
     
     The "ratable" amount distributable in any given installment
shall equal the sum of the values of the Deferral Account and the
DSU Account, divided by the number of installments (including the
given installment) remaining to be distributed.  Installments
shall be paid initially from the Deferral Accounts.  When the
Deferral Accounts have a zero balance, the remaining payments
shall be made from the DSU Account.
     
     A Participant may, while an employee of the Company or any
of its Affiliates, at any time modify any election then in effect
with respect to the distribution of amounts credited to his or
her Deferral Accounts or DSU Account without penalty; provided,
however, that any such modification may only provide for the
further deferral of such amounts.  In the event that a
Participant has made more than one modification of his or her
distribution election with respect to amounts credited to his or
her Deferral Accounts and DSU Account, the most recent such
modification shall control the distribution of such amounts.  Any
modification of a Participant's distribution election shall
become effective upon the filing of such written election with
the Vice President of Human Resources of the Company.
     
     (e)  Special Distributions.  The terms of Section
8(d) notwithstanding, the following special distributions shall
be made:
     
          (i)   If a Participant becomes employed by any
     governmental agency having jurisdiction over the activities
     of the Company or any of its Affiliates, then the Company
     shall distribute to such Participant, in a single lump-sum
     cash payment, as soon as practicable after the last day of
     the calendar month in which such employment commences, the
     entire amount remaining credited to each of the
     Participant's Deferral Accounts and his or her DSU Account.

          (ii)  If a Participant dies before distribution in full
     of the entire amount credited to his or her Deferral
     Accounts and DSU Account, the Company shall distribute to
     such Participant's Beneficiary, in a single lump-sum cash
     payment, as of the first business day of the calendar year
     immediately following the year of death, the entire amount
     remaining credited to each of the Participant's Deferral
     Accounts and his or her DSU Account.

     (f)  In-Service Withdrawals.  The terms of Section
8(d) notwithstanding, the following in-service withdrawals may be
made in accordance with the following provisions:

          (i)   The Committee may permit without penalty a
     distribution in the form of a withdrawal of all or a portion
     of the amount credited to the Participant's Deferral
     Accounts and his or her DSU Account if, upon the written
     request of the Participant or the Participant's
     representative, or following the death of the Participant
     upon the written request of the Participant's Beneficiary or
     such Beneficiary's representative, the Committee determines
     that the Participant or Beneficiary, as the case may be, is
     confronted with an unforeseeable emergency.  For this
     purpose, an unforeseeable emergency is an unanticipated
     emergency caused by an event that is beyond the control of
     the Participant or Beneficiary and that would result in
     severe financial hardship to the Participant or Beneficiary
     if an early hardship withdrawal were not permitted.  The
     Participant or Beneficiary shall provide to the Committee
     such evidence as the Committee may require to demonstrate
     that such emergency exists and financial hardship would
     occur if the withdrawal were not permitted.  Any such
     withdrawal under this Section 8(f) shall be limited to the
     amount necessary to meet the emergency.
          
          (ii)  At any time prior to his or her termination of
     employment from the Company and all Affiliates, a
     Participant may elect to withdraw all or any portion of the
     amount credited to his or her Deferral Accounts and DSU
     Account (other than amounts in excess of the "Rule 16b-3
     Limited Settlement Value"), subject to a 10% withdrawal
     penalty.  Amounts in the Participant's DSU Account in excess
     of the Rule 16b-3 Limited Settlement Value may also be
     withdrawn subject to a 10% withdrawal penalty, if such
     withdrawal is approved by the Committee in its sole
     discretion.  The Participant may make such an election by
     filing a written notice with the Committee or its designee
     on a form provided by the Committee or its designee, and the
     amount withdrawn shall be paid to the Participant in a lump
     sum payment.  Upon the payment of such withdrawal, (A) an
     amount equal to one-tenth of the amount withdrawn shall be
     forfeited, and (B) the Participant's deferral election shall
     be voided through the end of the following calendar year.
          
          The "Rule 16b-3 Limited Settlement Value" as of a given
     distribution date shall mean the number of DSUs originally
     credited to the DSU Account more than 6 months before such
     distribution date plus any Dividend Equivalent DSUs that are
     credited to such DSUs or to previous Dividend Equivalent
     DSUs with respect to such DSUs.
          
          (iii) In-Service Withdrawals shall be made as soon as
     practicable after the end of the calendar month in which the
     notice of withdrawal is received by the Committee (or, if
     later, the end of the calendar month in which any necessary
     approval is granted by the Committee), and the amounts
     withdrawn shall be distributed in the following order:
     (A) the Deferral Accounts, and (B) the DSU Account.

     (g)  Distribution of Cash or Shares.  Distributions from a
Participant's Deferral Accounts shall be made solely in cash, and
distributions from a Participant's DSU Account may be made in
cash or, subject to Section 11(a), in Shares.
     
     In the case of a distribution relating to a Deferral Account
involving an event under Section 8(d) or 8(e)(ii), cash shall be
distributed based on the balance credited to the Deferral Account
as of the last business day of the calendar year prior to the
calendar year of distribution.  In the case of a distribution
from a Deferral Account relating to an event in Section 8(e)(i)
or Section 8(f), cash shall be distributed based on the balance
credited to the Deferral Account as of the final business day of
the calendar month preceding the calendar month of distribution.
     
     In the case of a cash distribution from a DSU Account under
Section 8(d) or 8(e), the amount of cash distributed shall equal
the Latest Quarter's Average FMV as of such distribution date for
each DSU subject to the distribution.  In the case of a cash
distribution from a DSU Account under Section 8(f), the DSU
Account shall be valued based upon the Fair Market Value of a
Share as of the final business day of the calendar month prior to
the calendar month of distribution.  There will be no further
distribution from the Plan with respect to such cashed-out DSUs,
except as otherwise provided in the final sentence of this
paragraph.  In the case of a distribution of Shares relating to a
DSU Account, one Share shall be issued for each full DSU subject
to the distribution, and any fractional shares shall be paid in
accordance with Section 11(b).  Any distribution from the DSU
Account shall be subject to adjustment pursuant to Sections 8(c)
and 10.

     9.   Change in Control; Potential Change in Control.
     
     (a)  Effect of Change in Control or Potential Change in
Control.  Other provisions of the Plan notwithstanding, upon the
occurrence of a Change in Control or a Potential Change in
Control during a Performance Period, all of the Target PSUs and
Dividend Equivalent PSUs shall be deemed to be earned as of the
date of such event.  As soon as practicable after any Change in
Control or Potential Change in Control, the Company shall pay to
each Participant (or his or her Beneficiary) a lump-sum cash
distribution equal to (i) the number of Target PSUs and Dividend
Equivalent PSUs deemed earned by the Participant under this
Section 9(a), multiplied by the Fair Market Value of a Share as
of the date immediately preceding the Change in Control or the
Potential Change in Control; plus (ii) the entire unpaid balance
of the Participant's Deferral Accounts as of the date immediately
preceding the Change in Control or Potential Change in Control;
plus (iii) the number of DSUs, including Dividend Equivalent
DSUs, credited to the Participant's DSU Account as of the date of
the Change in Control or the Potential Change in Control,
multiplied by the Fair Market Value of a Share as of the date
immediately preceding the Change in Control or the Potential
Change in Control; plus (iv) if, in connection with any dividend,
distribution, or forward Share split, the record date is before,
but the payment date is after, the date of the distribution under
this Section 9(a), the amount of cash plus the Fair Market Value
of any Shares or other property payable or issuable as a dividend
or distribution on each Share multiplied by the number of PSUs
and DSUs settled in accordance with clauses (i) and (iii) of this
sentence.  The payment of the amounts set forth in this Section
9(a) shall constitute a settlement in full of all of a
Participant's rights under the Plan (including his or her Award
Accounts), and will result in the cancellation of all of the
Participant's PSUs, DSUs, Deferral Accounts, and DSU Account.

     (b)  A "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 (as hereinafter defined) is or becomes
     the Beneficial Owner (as hereinafter defined), 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 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 April 1, 1997, constituted the
     Board of Directors of the Company 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 April 1, 1997 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 (A) 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 (B) 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 or the
     combined voting power of the Company's then-outstanding
     securities; or

          (iv)  the shareholders 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 Shares immediately prior to such
transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity that
owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.

     (c)  A "Potential 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)   the Company enters into an agreement, the
     consummation of which would result in the occurrence of a
     Change in Control;

          (ii)  the Company or any Person publicly announces an
     intention to take or to consider taking actions that, if
     consummated, would constitute a Change in Control;

          (iii) any Person becomes the Beneficial Owner, directly
     or indirectly, of securities of the Company representing 10%
     or more of either the then-outstanding Shares or the
     combined voting power of the Company's then-outstanding
     securities; or
          
          (iv)  the Board of Directors adopts a resolution to the
     effect that, for purposes of any severance agreement to
     which the Company is a party, a Potential Change in Control
     has occurred.

     (d)  "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act.

     (e)  "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", (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 shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

10.  Adjustments.

     If the Committee shall determine that a dividend or other
distribution (whether in the form of cash, Shares, or other
property) that is unusual and non-recurring, forward or reverse
Share split, recapitalization, reorganization, merger,
consolidation, share exchange, or other extraordinary transaction
affects the Shares such that an adjustment is appropriate in
order to prevent dilution or enlargement of the rights of
Participants under the Plan, the Committee shall make such
adjustments as it may deem necessary or advisable (taking into
account the operation of Sections 5(e) and 8(c), in connection
with dividends, distributions, and forward Share splits), (i) in
respect of any Award not yet settled, to the number of Target
PSUs granted to each Participant, the right to earn Dividend
Equivalent PSUs granted to each Participant, and the right to
earn Bonus PSUs granted to each Participant; (ii) to the number
of DSUs credited to a Participant's DSU Account; (iii) to the
number and kind of securities that constitute a Share; and
(iv) to the number of Shares, if any, reserved for issuance under
Section 11(a).  In addition, the Committee is authorized to make
such adjustments as it may deem necessary or advisable in the
terms and conditions of Performance Goal(s) and related matters
specified under Section 5(a)(iv) in recognition of unusual or
non-recurring events (including, without limitation, events
described in the preceding sentence, as well as acquisitions and
dispositions of businesses and assets) affecting the Company or
any of its Affiliates or its or their business units, or in
response to changes in applicable laws, regulations, accounting
principles, tax rates and regulations, or business conditions or
in view of the Committee's assessment of the business strategy of
the Company or any of its Affiliates or its or their business
units, performance of comparable organizations, economic and
business conditions, and other circumstances deemed relevant.

11.  Miscellaneous.

     (a)  Limitations on Use of Shares.  Other provisions of the
Plan notwithstanding, no Shares may be issued in settlement of
earned PSUs or in a distribution of DSUs from a DSU Account
unless, prior to such issuance, the Plan has been approved by
such vote of shareholders of the Company and by any government or
regulatory body as may be necessary or advisable to satisfy all
applicable legal requirements, including, without limitation,
obligations imposed by any national securities exchange or
automated interdealer quotation system on which the Company's
equity securities may then be listed or quoted.  If Shares become
issuable under the Plan, the maximum number of Shares which may
be issued shall be as approved by the Company's shareholders,
subject to adjustment as provided under Section 10.  The
foregoing notwithstanding, no PSU earned and no DSU credited
prior to August 15, 1996, no Dividend Equivalent DSU credited at
any time in respect of either a DSU credited prior to August 15,
1996, or Dividend Equivalent DSUs previously credited on such
DSUs or Dividend Equivalent DSUs, and no other PSU or DSU which
the Company determines qualifies as an excluded "cash-only"
instrument under Rule 16a-1(c)(3) under the Exchange Act in
effect immediately prior to August 15, 1996, shall be settled by
issuance of Shares.
     
     (b)  Calculation of PSUs and DSUs; Fractional Shares.  The
number of PSUs potentially earnable, and the number of DSUs
credited to a DSU Account, shall for all purposes be calculated
to not less than three decimal places.  If Shares are issued
under the Plan (subject to Section 11(a)), no fractional shares
shall be issued, but in lieu thereof the Company shall pay cash
based on the Fair Market Value of a Share at the date of
issuance.

     (c)  Tax Withholding.  The Company shall deduct from any
cash settlement of a Participant's PSUs earned or any cash
distribution relating to a Participant's Deferral Accounts or DSU
Account any Federal, state, or local withholding or other taxes
or charges which the Company is from time to time required to
deduct under applicable law.  In addition, if any Shares are
issued in settlement of a Participant's PSUs earned, or in a
distribution from the Participant's DSU Account, the Company may
deduct from any other payment due to the Participant, require the
Participant to separately pay the amount of, or withhold from the
Shares being issued such number of Shares having an aggregate
Fair Market Value equal to, any Federal, state, or local
withholding or other taxes or charges which the Company is from
time to time required to deduct under applicable law.

     (d)  Designation of Beneficiaries.  Each Participant may
file with the Vice President of Human Resources of the Company a
written designation of one or more persons as a Beneficiary;
provided, however, that if the Participant has a spouse, the
spouse shall be the Participant's Beneficiary unless the spouse
consents in a notarized writing, on a form provided by or
acceptable to the Committee or its designee, to the designation
of the non-spouse Beneficiary.  A Participant may at any time and
from time to time revoke or change the Participant's Beneficiary
designation by filing a new designation with the Vice President
of Human Resources, subject to the spousal consent requirements
set forth in the preceding sentence.  The last such Beneficiary
designation received by the Vice President of Human Resources
shall be controlling; provided, however, that no designation or
revocation or change thereof shall be effective unless received
by the Vice President of Human Resources prior to the
Participant's death.  If the Vice President of Human Resources is
in doubt as to the right of any person to receive settlements or
distributions under the Plan, the Company may delay the
settlement or distribution until the Committee determines the
rights thereto, or the Company may pay the settlement or
distribution amount into any New York State or Federal Court of
appropriate jurisdiction, and such payment shall be a complete
discharge of the liability of the Company therefor.

     (e)  Non-Transferability.  Neither a Participant nor any
Beneficiary shall have the right to, directly or indirectly,
alienate, assign, transfer, pledge, anticipate, or encumber
(except by reason of death) any PSU, DSU, amount credited to a
Deferral Account or a DSU Account, or other right hereunder, nor
shall any such PSU, DSU, amount credited to a Deferral Account or
a DSU Account, or other right be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant or any
Beneficiary, or to the debts, contracts, liabilities,
engagements, or torts of the Participant or any Beneficiary or
transfer by operation of law in the event of bankruptcy or
insolvency of the Participant or any Beneficiary, or any legal
process.

     (f)  No Rights to Awards; No Shareholder Rights; No Right to
Employment.  No Participant or employee shall have any claim to
be granted any Award under the Plan, and there is no obligation
for uniformity of treatment of Participants and employees.  No
PSU, DSU, amount credited to a Deferral Account or a DSU Account,
or other right under the Plan shall confer on any Participant any
of the rights of a shareholder of the Company unless and until
Shares are duly issued (subject to Section 11(a)) to the
Participant in settlement of PSUs earned or in a distribution
from the Participant's DSU Account.  Neither the Plan nor any
action taken hereunder shall be construed as giving any
Participant or employee the right to be retained in the employ of
the Company or any of its Affiliates, nor shall it interfere in
any way with the right of the Company or any such Affiliate to
terminate any employee's employment at any time.

     (g)  Payments Under Plan; Unfunded Status of Plan.  All cash
settlements or distributions provided for under the Plan shall be
made by check from the general funds of the Company as soon as
practicable after the applicable valuation date provided in the
Plan; provided, however, that such settlements and distributions
shall be reduced by the amount of any payments made to the
Participant or his or her Beneficiary from the trust (the
"Trust") established by the Company to assist it in making such
payments.
     
     No Participant or Beneficiary shall have any right, title,
or interest whatsoever in or to any assets of the Trust.  To the
extent that any person acquires a right to receive payments from
the Company hereunder, such right shall be no greater than the
right of an unsecured creditor of the Company.

     (h)  Award Account Statements; Plan Copies.  Each
Participant or his or her Beneficiary shall receive a statement
no less frequently than annually with respect to each of his or
her Award Accounts as of the close of the preceding calendar
year.  In addition, copies of the Plan and any and all amendments
thereto shall be made available to all Participants and
Beneficiaries at all reasonable times at the office of the Vice
President of Human Resources of the Company.

     (i)  Plan Effective Date; Amendments and Termination.  The
Plan shall be effective as of January 1, 1995.  The Board of
Directors may at any time amend or terminate the Plan; provided,
however, that no amendment or termination of the Plan shall
materially impair the rights of any Participant or Beneficiary
under the Plan.

     (j)  Compliance with Rule 16a-1(c)(3) and Rule 16b-3.  It is
the intent of the Company that, in the case of any Participant
who is then subject to Section 16 of the Exchange Act with
respect to the Company, (i) any PSU earned and DSU credited prior
to August 15, 1996, any Dividend Equivalent DSU credited at any
time in respect of either a DSU credited prior to August 15,
1996, or a Dividend Equivalent DSU previously credited on such a
DSU or Dividend Equivalent DSU, and any other PSU or DSU that the
Company determines qualifies as an excluded "cash-only"
instrument under Rule 16a-1(c)(3)(i) under the Exchange Act in
effect immediately prior to August 15, 1996, shall at all times
continue to qualify as an excluded "cash-only" instrument under
that Rule; (ii) the grant of any other Award, the earning of any
other PSUs, the payment of cash, issuance of Shares, or crediting
of any other DSUs in settlement of such other PSUs, the
distribution of cash or issuance of Shares from a DSU Account
relating to such other PSUs or DSUs, and any other transaction
relating to such other PSUs or DSUs, shall be exempt from Section
16(b) liability under Rule 16b-3(d)(1) or (e) under the Exchange
Act as in effect on and after August 15, 1996, or such other
exemptions from Section 16(b) liability as may be available at
the time; and (iii) transactions relating to Dividend Equivalent
PSUs and Dividend Equivalent DSUs shall be exempt from Section
16(a) reporting and 16(b) liability under Rule 16a-11.
Accordingly, the Plan shall be construed in a manner consistent
with the applicable requirements of such Rules under Section 16,
and, if any provision of the Plan does not comply with any such
applicable requirement, then such provision shall be construed or
deemed amended to the extent necessary to conform to such
applicable requirement.

     (k)  Arbitration.  All disputes and controversies arising
out of or relating to the Plan or any Award shall be settled
exclusively by arbitration in New York, New York, in accordance
with the rules of the American Arbitration Association then in
effect.  Judgment may be entered on the arbitrator's award in any
State or Federal Court sitting in the State of New York having
jurisdiction thereof.  Notwithstanding any provision of the Plan
or any Award to the contrary, Participants and Beneficiaries
shall be entitled to seek in any State or Federal Court sitting
in the State of New York having jurisdiction thereof specific
performance of their respective rights to receive settlements and
distributions provided for in the Plan during the pendency of any
such dispute or controversy arising out of or relating to the
Plan.

     (l)  Governing Law; Jurisdiction.  The Plan and any Award
shall be governed by and construed in accordance with the laws of
the State of New York, as from time to time in effect, without
regard to the conflicts of law rules thereof, and applicable
federal law.  By his or her acceptance of an Award under the Plan
each Participant and his or her Beneficiary and any other person
claiming from or through them shall be deemed to irrevocably
submit to the exclusive jurisdiction of any State or Federal
Court sitting in the State of New York over any suit, action, or
proceeding arising out of or relating to the Plan, and such
persons agree and consent that, to the extent provided for under
applicable law, all service of process in any such suit, action,
or proceeding in any State or Federal Court sitting in the State
of New York may be made by certified or registered mail, return
receipt requested, directed to him or her at the address
indicated in the records of the Company, unless the Company has
otherwise been notified in writing of a new address, and service
so made shall be complete 10 days after the same shall have been
so mailed.