OFFICERS' SUPPLEMENTAL RETIREMENT PLAN OF
               ORANGE AND ROCKLAND UTILITIES, INC.
                                
                                
         As Amended and Restated Effective July 1, 1997
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
            OFFICERS' SUPPLEMENTAL RETIREMENT PLAN OF
               ORANGE AND ROCKLAND UTILITIES, INC.
                                
                                
Section 1.  PURPOSE

The purpose of the Officers' Supplemental Retirement Plan of
Orange and Rockland Utilities, Inc. (the "Plan") is to provide
additional retirement benefits to Orange and Rockland Officers
above that which they might earn from the Employees' Retirement
Plan of Orange and Rockland Utilities, Inc. (the "Qualified
Plan"), given limitations upon benefits and covered compensation
under the Qualified Plan imposed by the Internal Revenue Code of
1986, as amended (the "Code").  The Plan has been intentionally
structured to benefit those Officers whose careers at Orange and
Rockland have been too short to accumulate appropriate retirement
benefits from the Qualified Plan.  Benefits payable from the Plan
will be offset by payments from the Qualified Plan.

The Plan as amended and restated herein shall apply to Officers
terminating from service on or after July 1, 1997.

Section 2.  DEFINITIONS

(1)  "Affiliated Company" shall mean any corporation which is a
     member of a controlled group of corporations (within the
     meaning of Section 1563(a), determined without regard to
     Section 1563(a)(4) and (e)(3)(C) of the Code) of which the
     Company is also a member.
     
(2)  "Allowance" shall mean a monthly benefit computed in
     accordance with Section 6.
     
(3)  "Beneficial Owner" shall have the meaning set forth in
     Rule 13d-3 under the Exchange Act.
     
(4)  "Beneficiary" shall mean the person or persons designated by
     the Member, in writing filed with the Committee, to receive
     any Allowance payable hereunder to 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 designation of
     Beneficiary may be revoked or changed by filing a new
     designation of Beneficiary with the Committee prior to
     death, subject to the spousal consent requirements set forth
     in the preceding sentence.  In the event of a failure to
     designate a Beneficiary or if the designated Beneficiary
     dies prior to receipt of payment, the Beneficiary shall be
     deemed to be the Member's spouse; or if none, the Member's
     then living issue, per stirpes; or if none, the estate of
     the Member or Contingent Annuitant, whoever is the last to
     die.  With respect to any Allowance payable to a Contingent
     Annuitant which has a guaranteed payment period, the Member,
     in a writing filed with the Committee, is permitted to
     authorize the Contingent Annuitant to designate, or change
     the designation of, the Beneficiary for the continued
     payments which would be made in the event of the death of
     the Contingent Annuitant prior to the expiration of the
     guaranteed payment period.
     
(5)  "Board" shall mean the Board of Directors of Orange and
     Rockland Utilities, Inc.
     
(6)  "Change in Control" shall mean any one of the following
     events:
     
     (A)  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 Company Common
     Stock, $5 par value per share (or any successor common
     stock) ("Shares") or the combined voting power of the
     Company's then-outstanding securities;
     
     (B)  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;
     
     (C)  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 (1) 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 (2) 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
     
     (D)  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 which owns all or substantially all of the assets of
     the Company immediately following such transaction or series
     of transactions.
     
(7)  "Committee" shall mean the Retirement Committee of Orange
     and Rockland Utilities, Inc.
     
(8)  "Company" shall mean Orange and Rockland Utilities, Inc. and
     any successor to its business or assets; and, except with
     respect to the definitions of "Change in Control" and
     "Potential Change in Control", shall also mean any other
     company participating in the Plan as provided in Section 3
     with respect to its Officers.
     
(9)  "Compensation" shall mean the regular rate of remuneration
     paid to an Officer by the Company, excluding any bonuses,
     overtime or other special pay, and excluding the Company's
     cost for any public or private employee benefit plan,
     including the Plan, but including any amount of Compensation
     reduction elected by the Officer and contributed or credited
     by the Company under any such plan.  An Officer who is
     receiving credit for years of Service and years of Service
     as an Officer under Section 5 on the basis of the receipt of
     long-term disability benefits under a Company-sponsored
     program of such benefits shall be credited with Compensation
     for that period at the same rate of Compensation he or she
     had been receiving when last actively at work.
     
     (A)  Notwithstanding the foregoing, for Officers who have
     completed at least 11 years of Service, Compensation for
     periods prior to January 1, 1995 shall also include a
     portion of their corporate performance-based annual award
     declared under the Annual Incentive Plan provisions of the
     Orange and Rockland Utilities, Inc. Incentive Compensation
     Plan ("ICP").  For purposes of this Plan and inclusion in
     Compensation hereunder, such annual ICP award for each
     calendar year prior to January 1, 1995 shall be deemed to be
     declared for each Officer and to be equal to a percentage of
     that Officer's regular rate of remuneration included in
     Compensation for such calendar year under the introductory
     paragraph of this definition.  The percentage shall be
     determined in accordance with Table I of the ICP's
     Management Compensation Program Administration Guide, as it
     was in effect from time to time, on the basis of the highest
     grade or percentage of the Officer for any part of the
     applicable calendar year.
     
     Such annual ICP award will be deemed to have been paid
     ratably over the calendar year for which it is deemed
     declared (i.e., 1/12 for each month), and the portion
     includible in Compensation for purposes hereof shall be
     determined in accordance with the following schedule, on the
     basis of the years of Service the Officer has completed as
     of the end of the last month included in the period over
     which Final Average Compensation is determined:
     
                                            
           Years of Service           Percentage of
                                  Annual Award Included
                  11                       10%
                  12                       20%
                  13                       30%
                  14                       40%
                  15                       50%
                  16                       60%
                  17                       70%
                  18                       80%
                  19                       90%
              20 or more                  100%


     (B)  Notwithstanding the foregoing, an Officer's
     Compensation for periods on and after January 1, 1995 shall
     also include the Officer's annual incentive plan target
     award under the Orange and Rockland Utilities, Inc. Annual
     Team Incentive Plan ("ATIP"), or any successor plan.  The
     percentage target award for the purposes of this Plan shall
     be the highest available percentage for such Officer for the
     applicable year, as determined in accordance with the ATIP,
     as amended from time to time, on the basis of the Officer's
     highest position and/or pay grade for any part of such
     calendar year.  The award for purposes of this Plan equals
     the following percentage (which shall be effective as of
     January 1, 1995) multiplied by the Officer's regular rate of
     remuneration included in Compensation for such calendar year
     under the introductory paragraph of this definition:
     
                                                 
          Officer's Position                Percentage
                                      
       Chief Executive Officer                  45%
       Chief Operating Officer                  40%
       Chief Financial Officer                  40%
       Chief Legal Officer                      40%
       Chief Human Resource Officer             30%
       Other Officers                      as specified
     
     
     Such annual ATIP award will be deemed to have been paid
     ratably over the calendar year for which it is deemed
     declared (i.e., 1/12 for each month).
     
     (C)  In all cases, Compensation shall be determined under
     rules uniformly applicable to all Officers similarly
     situated.
     
(10) "Contingent Annuitant" shall mean the person designated by
     the Member, in writing filed with the Committee, to receive
     any Allowance payable hereunder to a Contingent Annuitant.
     Except as hereafter provided, without the necessity of
     obtaining the consent of any person, including specifically
     the then designated Contingent Annuitant, a designation of a
     Contingent Annuitant may be revoked or changed by filing a
     new written designation of a Contingent Annuitant with the
     Committee prior to the earlier of the Member's death or
     commencement of payment of the Member's Allowance.
     Notwithstanding the foregoing, in order for a Member who is
     married at the time of the designation of Contingent
     Annuitant or change in a designation of Contingent Annuitant
     to designate a Contingent Annuitant other than his or her
     spouse, such designation of Contingent Annuitant must
     include the signed, written consent of his or her spouse
     (including specific consent to the Contingent Annuitant
     designated).  In the event of the failure to designate a
     Contingent Annuitant as herein provided, the Contingent
     Annuitant shall be deemed to be the Member's spouse, if any,
     at the earlier of the Member's death or commencement of
     payment of the Member's Allowance, if surviving.
     
(11) "Disability Retirement Allowance" shall mean an Allowance
     commuted in accordance with Section 6F.
     
(12) "Early Retirement Allowance" shall mean an Allowance
     computed in accordance with Section 6E.
     
(13) "Effective Date of the Plan" shall mean originally
     December 3, 1981, and with respect to this amended and
     restated Plan, July 1, 1997.
     
(14) "ERISA" shall mean the Employee Retirement Income Security
     Act of 1974, as amended from time to time.
     
(15) "Exchange Act" shall mean the Securities Exchange Act of
     1934, as amended.
     
(16) "Final Average Compensation" shall be computed by taking the
     sum of a Member's Compensation on a monthly basis in each of
     the three years of highest Compensation during the 10 years
     immediately preceding the earliest of (a) his or her
     Retirement Date, (b) his or her termination date pursuant to
     Section 6(G), or (c) the date the Member ceases to be an
     Officer, and dividing this sum by 36.  For the purpose of
     determining the three years of highest Compensation, three
     years shall be 36 consecutive months.
     
(17) "Member" shall mean any person included in the membership of
     the Plan as provided in Section 4.
     
(18) "Normal Retirement Allowance" shall mean an Allowance
     computed in accordance with Section 6(D).
     
(19) "Normal Retirement Date" shall mean the first day of the
     calendar month coincident with or next following the 65th
     anniversary of a Member's birth.
     
(20) "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 shareholders of the Company
     in substantially the same proportions as their ownership of
     stock of the Company.
     
(21) "Plan" shall mean the Officers' Supplemental Retirement Plan
     of Orange and Rockland Utilities, Inc., as set forth herein
     and as may be amended from time to time.
     
(22) "Plan Year" shall mean the calendar year.
     
(23) "Potential Change in Control" shall mean any one of the
     following events:
     
     (A)  the Company enters into an agreement, the consummation
     of which would result in the occurrence of a Change in
     Control;
     
     (B)  the Company or any Person publicly announces an
     intention to take or to consider taking actions which if
     consummated, would constitute a Change in Control;
     
     (C)  any Person becomes the Beneficial Owner, directly or
     indirectly, of securities of the Company representing 10% or
     more of either the then-outstanding securities; or the
     combined voting power of the Company's then-outstanding
     securities; or
     
     (D)  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.
     
(24) "Qualified Plan" shall mean the Employees' Retirement Plan
     of Orange and Rockland Utilities, Inc. as in effect on
     July 1, 1997, but, except as specifically otherwise provided
     herein, as amended and as the actuarial equivalencies
     thereunder may be revised from time to time.
     
(25) "Retired Member" shall mean a Member who has retired under
     the Plan with an entitlement to a Normal Retirement
     Allowance, Early Retirement Allowance, or Disability
     Retirement Allowance.
     
(26) "Service" shall mean service credited under the Plan as
     provided in Section 5.
     
(27) "Vested Member" shall mean a Member whose employment with
     the Company or an Affiliated Company has been terminated for
     reasons other than retirement or death after he or she met
     the eligibility requirements for a Vested Retirement
     Allowance pursuant to Section 6(G).
     
(28) "Vested Retirement Allowance" shall mean an Allowance
     computed in accordance with Section 6(G).
     
Section 3.  ELIGIBILITY

Only Officers of Orange and Rockland Utilities, Inc. and/or its
utility subsidiaries, Rockland Electric Company and Pike County
Light & Power Company, may be Members of the Plan.

Section 4.  MEMBERSHIP

A person shall become a Member of the Plan on the day he or she
is elected an Officer by the Board, or by the board of the
participating utility subsidiary of which he or she is an
Officer.

Section 5.  SERVICE

Except as hereafter provided, a year of Service under the Plan
shall equal one year of Eligible Service under the Qualified Plan
(see Section 4 of the Qualified Plan) as determined on the basis
of the Plan Year measuring period only (i.e., 1,000 hours of
service in a calendar year is a year of Service).  Years of
Service as an Officer shall only include those years of Service
credited subsequent to a Member's election as an Officer and
during which he or she serves as an Officer, and shall include
the Plan Year in which the Officer is so elected.

Notwithstanding anything to the contrary in the foregoing,
service following the Member's ceasing to be an Officer shall not
be considered as years of Service for any purpose under the Plan
(except as set forth in Section 15), and in particular shall not
entitle a Member to become eligible for a Vested or other
Retirement Allowance under the Plan even if as a result of such
service the Member becomes eligible for a Vested or other
Retirement Allowance from the Qualified Plan.

To the extent not already credited hereunder as years of Service
and years of Service as an Officer, a Member receiving long-term
disability benefits under a Company-sponsored program of such
benefits shall be entitled to credit for years of Service and
years of Service as an Officer (if such disability occurred while
the Member was an Officer) as though actively at work for so long
as the Member is receiving such disability benefits and is not a
Retired Member hereunder.

The Board, at its sole discretion, may award a Member additional
years of Service for purposes of determining Benefits under
Section 6 and eligibility therefor.

Section 6.  BENEFITS

(A)  Amount and Payments of Allowance
     
     The Allowance determined under the Plan is equal to:

          (i)   the  Benefit Formula Percentage multiplied by the
                Member's Final Average Compensation; less
                
          (ii)  the Qualified Plan Allowance payable.
                
     The Allowance shall be paid for the life of the Member,
     except as hereafter provided, and shall commence and be paid
     in accordance with the provisions of the Plan describing the
     Allowance to be paid.  If for any month for which the
     payment of the Allowance under the Plan is made to a Retired
     or Vested Member there is no Qualified Plan Allowance
     payable under the Qualified Plan to the Retired or Vested
     Member, the Allowance provided for under the Plan shall be
     paid without any offset by a Qualified Plan Allowance;
     provided, however, that when the Qualified Plan Allowance is
     payable to or with respect to such Member, the Allowance
     then paid under the Plan shall be adjusted to reflect the
     offset for the Qualified Plan Allowance then payable.
     
(B)  Benefit Formula Percentage
     
     The Benefit Formula Percentage shall be the sum of the
     percentages awarded for the Member's years of Service
     according to the following schedule:
     
          For each of the first ten years of Service:
          Four percent;
          
          For each of the second ten years of Service:
          Two percent; and
          
          For each year of Service in excess of twenty:
          One-half percent.
          
     Example:
     
     A Member with twenty-seven years of Service has a Benefit
     Formula Percentage of 63.5%, computed as follows:
     
          First ten years of Service (10 x 4%)       = 40%
          
          Second ten years of Service (10 x 2%)      = 20%
          
          Remaining seven years of Service (7 x .5%) =   3.5%
          
                                             Total   =  63.5%
          
(C)  Qualified Plan Allowance
     
     For purposes of computing a Plan Allowance only, the
     Member's Qualified Plan Allowance shall be computed as if he
     or she had elected Option 3 under Qualified Plan Section 6
     (Joint and 50% Survivor Annuity) and had named his or her
     Contingent Annuitant as contingent annuitant thereunder.
     
(D)  Normal Retirement Allowance
     
     A Normal Retirement Allowance shall be paid to a Member who
     has completed five years of Service as an Officer (or was an
     Officer at the time of a Change in Control or Potential
     Change in Control, as set forth in Section 15), and who
     retires on or after his or her Normal Retirement Date.  The
     Normal Retirement Allowance shall be computed in accordance
     with Section 6(A) above and will commence as of the first
     day of the calendar month coincident with or next following
     the Member's retirement.
     
(E)  Early Retirement Allowance
     
     An Early Retirement Allowance shall be paid to a Member who
     has completed five years of Service as an Officer (or was an
     Officer at the time of a Change in Control or Potential
     Change in Control, as set forth in Section 15), and retires
     from employment on or after attaining age 55.  Such Early
     Retirement Allowance shall be computed in accordance with
     Section 6(A) on the basis of the Member's Final Average
     Compensation and years of Service at his or her retirement.
     Payment of the Early Retirement Allowance under the Plan
     will commence as of the first day of the calendar month
     coincident with or following the Member's retirement as is
     elected by the Member in writing and filed with the
     Committee prior to the first day of such calendar month.  In
     the event payment of the Early Retirement Allowance
     commences prior to the first day of the calendar month
     coincident with or next following the 60th anniversary of
     the Member's birth, in calculating the Early Retirement
     Allowance the Section 6(A)(i) amount will be reduced by 1/3
     of 1% for each complete month by which the commencement date
     precedes the first day of such calendar month; provided,
     however, that the foregoing reduction will not be made if,
     as of the date the Member's employment terminates because of
     retirement, the sum of the Member's age and years of Service
     is equal to or greater than eighty-five (85).
     
(F)  Disability Retirement Allowance
     
     (a)  Upon written application to the Committee made by the
          Member or by the Company, a Member disabled in active
          service as an Officer who has not reached his or her
          Normal Retirement Date shall be retired on a Disability
          Retirement Allowance, in lieu of retirement under any
          other provision of the Plan, on the first day of the
          calendar month (not less than 30 nor more than 90 days
          next following the receipt by the Committee of such
          written application) as designated by the Committee;
          provided that (i) one or more physicians designated by
          the Committee shall certify their opinion, and the
          Committee shall find, that such Member is totally
          incapacitated, mentally or physically, from the further
          performance of his or her regular duties or duties
          comparable thereto, and that such incapacity is likely
          to be permanent; or (ii) such Member is eligible for
          and in receipt of a disability benefit under the Social
          Security Act, as amended from time to time, with
          respect to a physical or mental incapacity.
          
     (b)  The Disability Retirement Allowance shall be computed
          in accordance with Section 6(A) on the basis of the
          Member's Final Average Compensation and years of
          Service at retirement.  Payment of the Disability
          Retirement Allowance shall commence upon the Member's
          retirement and shall continue only so long as the
          Member remains totally incapacitated as determined by
          the Committee.
          
          Once each year the Committee may require any Member
          receiving a Disability Retirement Allowance who has not
          reached his or her Normal Retirement Date to undergo a
          medical examination by a physician or physicians
          designated by the Committee.  Such examination, to the
          extent possible, will be made at the residence of the
          Member or other place mutually agreed upon or otherwise
          required under the circumstances.  Should any Member
          refuse to submit to such an examination, payment of his
          or her Disability Retirement Allowance shall be
          discontinued until his or her withdrawal of such
          refusal.  Should such refusal continue for a year, all
          rights in and to the Disability Retirement Allowance
          shall cease.  If the Committee finds on the basis of a
          medical examination or otherwise that a Member who is
          receiving a Disability Retirement Allowance and who has
          not reached his or her Normal Retirement Date is no
          longer totally incapacitated and that the Member has
          regained his or her earning capacity, in whole or in
          part, or that the Member is no longer in receipt of a
          disability benefit under the Social Security Act, the
          Member's Disability Retirement Allowance will be
          discontinued or reduced proportionately; provided that
          he or she shall be entitled to have the Disability
          Retirement Allowance restored in whole or in part prior
          to his or her Normal Retirement Date if, on the basis
          of the certification of one or more physicians
          designated by the Committee, the Committee finds the
          Member is again totally incapacitated, or if the Member
          again becomes eligible for and is in receipt of a
          disability benefit under the Social Security Act with
          respect to the physical or mental incapacity which
          originally entitled the Member to the Disability
          Retirement Allowance.  In the event the Member ceases
          to be totally and permanently incapacitated and he or
          she does not return to Service, his or her eligibility
          for any other Allowance under the Plan shall be
          determined under the relevant terms of the Plan.
          
(G)  Vested Retirement Allowance
     
     (a)  A Member who has completed five years of Service as an
          Officer (or was an Officer at the time of a Change in
          Control or Potential Change in Control, as set forth in
          Section 15), and who, for reasons other than
          retirement, approved leave of absence, or death, ceases
          to be employed by the Company or an Affiliated Company,
          shall be eligible for a Vested Retirement Allowance on
          application therefor.
          
     (b)  The Vested Retirement Allowance shall be a deferred
          Allowance commencing on the Vested Member's Normal
          Retirement Date and shall be computed and payable in
          accordance with Section 6(A) on the basis of his or her
          Final Average Compensation and years of Service at his
          or her date of termination.  The Vested Member may
          elect to have payment of his or her Vested Retirement
          Allowance commence as of the first day of any calendar
          month coincident with or following his or her attaining
          age 55 as is specified in his or her written election
          filed with the Committee prior to the first day of such
          calendar month.  In the event payment of the Vested
          Retirement Allowance commences prior to the first day
          of the calendar month coincident with or next following
          the 60th anniversary of the Member's birth, the Vested
          Retirement Allowance shall be:
          
          (i)  the Allowance computed in accordance with
          Section 6(A)(i) on the basis of his or her Final
          Average Compensation and years of Service at his or her
          date of termination; reduced by
          
          (ii)  1/3 of 1% for each complete month by which the
          commencement of payment of the Vested Retirement
          Allowance precedes the date 5 years prior to his or her
          Normal Retirement Date; less
          
          (iii)  the Qualified Plan Allowance payable commencing
          at the same time.
          
(H)  Death of Retired Member or of Vested Member Receiving
     Payment of Allowance
     
     (a)  In the event of the death of a Retired Member, an
          Allowance will be paid during the life of, and to, the
          Retired Member's Contingent Annuitant.  The Allowance
          paid to the Contingent Annuitant will be equal to
          (i) the Retired Member's Allowance as calculated in
          accordance with Section 6(A)(i) at the time of the
          Retired Member's retirement, subject to the age
          differential reduction specified below, and subject to
          any reduction for early commencement of payment as was
          applied when payment of the Retired Member's Allowance
          had commenced, or if the Retired Member's Allowance had
          not commenced, as would have been applied to the
          Retired Member's Allowance if payment to the Retired
          Member had commenced when payment of the Allowance
          hereunder commences; reduced by (ii) the Qualified Plan
          Allowance then payable to the Contingent Annuitant
          (under the Qualified Plan Allowance form of payment
          specified in Section 6(C)).  In the event the Retired
          Member is more than fifteen (15) years older than his
          or her Contingent Annuitant, the Allowance to be paid
          hereunder, as calculated prior to reduction by the
          Qualified Plan Allowance, shall be reduced by three
          percent (3%) for each full year in excess of fifteen
          years by which the Retired Member's age exceeds the age
          of the Contingent Annuitant; provided, however, that
          the reduction percentage shall not exceed eighty-five
          percent (85%).
          
          If payment of the Retired Member's Allowance had
          commenced prior to the Retired Member's death, payment
          to the Contingent Annuitant as provided herein shall
          commence with the payment for the month following the
          month in which the Retired Member's death occurs.  If
          payment of the Retired Member's Allowance had not
          commenced prior to the Retired Member's death, payment
          to the Contingent Annuitant as provided herein shall
          commence with the payment for the month following prior
          election of commencement by the Contingent Annuitant.
          In the event that the Contingent Annuitant dies after
          the Retired Member and monthly payments of the
          Allowance to the Retired Member and Contingent
          Annuitant have not been made for a total period of at
          least 120 months at the time of the death of the
          Contingent Annuitant, the monthly payments being made
          to the Contingent Annuitant will continue to be made to
          the Beneficiary for the balance of the 120 monthly
          payment period.  In the event the Retired Member has no
          Contingent Annuitant at the time of his or her death,
          and dies prior to having received 120 monthly payments
          of Allowance, monthly payments that would have been
          made hereunder to the Contingent Annuitant will be made
          to the Beneficiary for the balance of the 120 monthly
          payment period.  In addition, in either case, if the
          Contingent Annuitant hereunder is also the Retired
          Member's contingent annuitant under the Qualified Plan,
          the benefit assumed to be paid to the contingent
          annuitant under the Qualified Plan Allowance form of
          payment specified in Section 6(C) shall be paid
          hereunder to the Beneficiary for the balance of the 120
          monthly payment period.
          
     
     (b)  In the event of the death of a Vested Member receiving
          payment of a Vested Retirement Allowance, an Allowance
          will be paid during the life of, and to, the Vested
          Member's Contingent Annuitant.  The Allowance paid to
          the Contingent Annuitant will be equal to (i) the
          Vested Member's Vested Retirement Allowance computed in
          accordance with Section 6(G)(b)(i) at the time of the
          Vested Member's termination of employment, subject to
          the age differential reduction specified in Section
          6H(a) above and subject to any reduction for early
          commencement under Section 6(G)(b)(ii) as was applied
          to the Vested Member's Vested Retirement Allowance when
          payment of that Vested Retirement Allowance commenced;
          reduced by (ii) the Qualified Plan Allowance then
          payable to the Contingent Annuitant (under the
          Qualified Plan Allowance form of payment specified in
          Section 6(C)).
          
          Payments to the Contingent Annuitant as provided herein
          shall commence with the payment for the month following
          the month in which the Vested Member's death occurs.
          
     (c)  In any event where payments are to be made to the
          Contingent Annuitant or Beneficiary, the Company, in
          its sole discretion, may fully satisfy such payments by
          making a lump sum cash payment of the present value of
          the remaining payments to be made.  In determining such
          present value, the actuarial assumptions used to
          calculate the Company's contributions under the
          Qualified Plan shall be used.
          
(I)  Death of Member in Active Service or of Vested Member Prior
     to Commencement of Vested Retirement Allowance
     
     (a)  In the event of the death of a Member in active service
          prior to or after his or her Normal Retirement Date and
          after he or she has completed five years of Service as
          an Officer (or was an Officer at the time of a Change
          in Control or Potential Change in Control, as set forth
          in Section 15), an Allowance shall be payable during
          the life of, and to, his or her Contingent Annuitant.
          The Allowance payable to the Contingent Annuitant in
          accordance with this Section 6(I)(a) shall commence
          with the payment for the month following the month in
          which the Member's death occurs and shall be equal to
          (i) the Member's Allowance as calculated in accordance
          with Section 6(A)(i) as if the date of the Member's
          death had been the 65th anniversary of the Member's
          birth, but on the basis of the Member's Final Average
          Compensation and years of Service at death, and subject
          to the age differential reduction specified in Section
          6(H)(a); reduced by (ii) the Qualified Plan Allowance
          that would then be payable to the Contingent Annuitant
          if the Contingent Annuitant were the Member's spouse.
          
     (b)  In the event of the death of a Vested Member prior to
          the commencement of the Vested Retirement Allowance, an
          Allowance shall be payable during the life of, and to,
          his or her Contingent Annuitant.
          
          Payment of the Allowance in accordance with this
          Section 6(I)(b) shall commence as of the first day of
          the calendar month as is elected by the Vested Member's
          Contingent Annuitant in writing filed with the
          Committee prior to the first day of such calendar
          month, which shall be no sooner than the first day of
          the calendar month coincident with or next following
          the later of the Vested Member's death or the 55th
          anniversary of the Vested Member's birth and no later
          than the first day of the calendar month coincident
          with or next following the 65th anniversary of the
          Vested Member's birth.  The Allowance payable hereunder
          shall be equal to the Vested Member's Vested Retirement
          Allowance computed in accordance with Section
          6(G)(b)(i) at the time of the Vested Member's
          termination of employment, subject to the age
          differential reduction specified in Section 6(H)(a) and
          subject to any reduction for early commencement under
          Section 6(G)(b)(ii) as would have been applied to the
          Vested Member's Vested Retirement Allowance if payment
          of the Vested Retirement Allowance had commenced to the
          Vested Member when payment of the Allowance hereunder
          commences, reduced by the Qualified Plan Allowance that
          would then be payable to the Contingent Annuitant if
          the Contingent Annuitant were the Vested Member's
          spouse and had coverage by the Vested Member Spouse's
          Allowance under the Qualified Plan.
          
     (c)  In any event where payments are to be made to the
          Contingent Annuitant, the Company, in its sole
          discretion, may fully satisfy such payments by making a
          lump sum cash payment of the present value of the
          remaining payments to be made.  In determining such
          present value, the actuarial assumptions used to
          calculate the Company's contributions under the
          Qualified Plan shall be used.
          
(J)  Adjustments to Allowance as A Result of Increases in Cost of
     Living
     
     (a)  Beginning as of July 1 of the year for which the
          cumulative percentage change in the CPI-U (as defined
          in (b) below) exceeds 20%, but not earlier than July 1,
          1993, and as of each July 1 thereafter, the Allowance
          then being paid to or with respect to a Member (other
          than a Vested Member whose employment terminated prior
          to January 1, 1993) shall be increased by an adjustment
          amount, not less than zero, determined by multiplying:
          
          (i)       (1)  in the case of an Allowance being paid
                    to the Member, the amount of the Allowance
                    originally paid to the Member which is then
                    being paid, or
                    
                    (2)  in the case of an Allowance being paid
                    with respect to a Member:
                    
                              (A)  and if an Allowance had
                         previously been paid to that Member, the
                         amount of the Allowance originally paid
                         to the Member which is then being paid
                         to the Contingent Annuitant or
                         Beneficiary; or
                         
                              (B)  and an Allowance had not
                         previously been paid to that Member, the
                         amount of the Allowance originally paid
                         to the Contingent Annuitant or
                         Beneficiary which is then being paid;
                         
     by        (ii) a percentage (rounded to the nearest 1/100 of
               1%) equal to 75% of the cumulative percentage
               change in the CPI-U for the year in excess of 20%,
               but not more than the applicable cumulative
               maximum percentage, as each is defined in (b)
               below).
               
     (b)  The terms specified below which are used in (a) above
          shall have the meanings set forth below, unless the
          context clearly dictates another meaning.
          
               (i)  "CPI-U" means the annual average figure under
               the Consumer Price Index for All Urban Consumers,
               U.S. City Average of All Items (1982-1984 = 100),
               or its successor, as published by the United
               States Bureau of Labor Statistics.
               
               (ii) "cumulative percentage change in the CPI-U"
               for a year is calculated by dividing the
               difference between the CPI-U for the prior year
               and the CPI-U for the year prior to the year in
               which the Allowance originally commenced by the
               CPI-U for the year prior to the year in which the
               Allowance originally commenced, and rounding to
               the nearest 1/100 of 1% (e.g., for purposes of
               determining the cumulative percentage change in
               the CPI-U for 1993 for a Member whose Allowance
               commenced in 1990, subtract the CPI-U for 1989
               from the CPI-U for 1992, then divide the result by
               the CPI-U for 1989 and round to the nearest 1/100
               of 1%). Notwithstanding any provisions herein to
               the contrary, in all cases when the Allowance
               commenced before January 1, 1989, the cumulative
               percentage change in the CPI-U for a year shall be
               calculated by dividing the difference between the
               CPI-U for the prior year and the CPI-U for 1991 by
               the CPI-U for 1991, rounding to the nearest 1/100
               of 1%, and adding 20%.
               
               (iii)     "cumulative maximum percentage" is 3%
               for the first year in which an adjustment is first
               made hereunder and for each succeeding year is 3%
               plus 103% of the prior year's cumulative maximum
               percentage, rounded to the nearest 1/100 of 1%
               (e.g., 3% for the first year adjustment, 6.09% for
               the second year, 9.27% for the third year, and so
               on).
               
     (c)  The provisions of this Section 6(J) are intended to
          operate and apply in the same manner and fashion as
          the Pension Benefit Adjustments under the Qualified
          Plan.
          
Section 7.  ADMINISTRATION OF THE PLAN; POWER AND AUTHORITY

The Committee shall have full power and authority to construe,
interpret and administer the Plan.  All decisions, actions or
interpretations of the Committee shall be final, conclusive, and
binding upon all parties.  If any person objects to any such
decision, action or interpretation, formally or informally, the
expenses of the Committee and its agents and counsel shall be
chargeable against any amounts otherwise payable under the Plan
to or on account of the Member.

Section 8.  NO LIABILITY OF COMMITTEE MEMBERS

No member of the Committee shall be personally liable by reason
of any contract or other instrument executed by him or her or on
his or her behalf in his or her capacity as a member of the
Committee nor for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless each member of the
Committee and each other Officer, employee, or Director of the
Company to whom any duty or power relating to the administration
or interpretation of the Plan may be allocated or delegated
against any cost or expense (including counsel fees) or liability
(including any sum paid with the approval of the Board in
settlement of a claim) arising out of any act or omission to act
in connection with the Plan, unless arising out of such person's
own fraud or bad faith.

Section 9.  RIGHT TO AMEND, SUSPEND, OR TERMINATE PLAN

The Board reserves the right at any time to amend, suspend, or
terminate the Plan, in whole or in part and for any reason, and
without the consent of any Member, Contingent Annuitant or
Beneficiary; provided that no such amendment, suspension or
termination shall adversely affect rights to receive any amount
to which Members, Contingent Annuitants or Beneficiaries have
become entitled prior to such amendment, suspension or
termination; and further provided, that upon any such amendment,
suspension or termination after a Change in Control or Potential
Change in Control, any Member who has not completed five years of
Service shall become fully vested in the Vested Retirement
Benefit as though such Member had completed five years of Service
pursuant to Section 15.

Section 10.  NO ALIENATION OF BENEFITS

Except insofar as may otherwise be required by law, no amount
payable at any time under the Plan shall be subject in any manner
to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge, or encumbrance of any
kind nor in any manner be subject to the debts or liabilities of
any person, and any attempt to so alienate or subject any such
amount, whether presently or thereafter payable, shall be void.
If any person shall attempt to, or shall, alienate, sell,
transfer, assign, pledge, attach, charge, or otherwise encumber
any amount payable under the Plan, or any part thereof, or if by
reason of his or her bankruptcy or other event happening at any
such time such amount would be made subject to his or her debts
or liabilities or would otherwise not be enjoyed by him or her,
then the Committee, if it so elects, may direct that such amount
be withheld and that the same or any part thereof be paid or
applied to or for the benefit of such person, his or her spouse,
children or other dependents, or any of them, in such manner and
proportion as the Committee may deem proper.  Any such payment or
application shall be in complete satisfaction of the payment
which otherwise would have been made to or with respect to the
Member.  Nothing in the foregoing procedure shall preclude the
Committee's having the payment entitlement judicially settled.

Section 11.  PERIODIC REVIEW OF PLAN

In order to assure the continued realization of the purposes of
the Plan, the Board and the Committee shall review the Plan, and
the Committee may suggest amendments to the Board, periodically.

Section 12.  GENERAL LIMITATIONS AND PROVISIONS

Nothing contained in the Plan shall give any Officer the right to
be retained in the employment of the Company or affect the right
of the Company to dismiss any Officer.  The adoption of the Plan
shall not constitute a contract of employment between the Company
and any Officer.  No Officer shall receive any right to be
granted an Allowance hereunder nor shall any such Allowance be
considered as compensation under any employee benefit plan of the
Company, except as otherwise determined by the Company.

Section 13.  SOURCE OF PAYMENTS

All payments of Allowances provided for under the Plan 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 Member or his or her spouse, dependents,
Contingent Annuitant, 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 Member 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 Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of
any kind between the Company and any Members.  To the extent that
any Member 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.

Section 14.    UNFUNDED PLAN; GOVERNING LAW

The Plan is intended to constitute an unfunded deferred
compensation arrangement for a select group of management or
highly compensated personnel and all rights hereunder shall be
governed by and construed in accordance with the laws of the
State of New York.

Section 15.    CHANGE IN CONTROL

Notwithstanding anything else herein to the contrary, if after a
Change in Control or Potential Change in Control (i) the
employment of a Member is terminated (whether by the Company or
for Good Reason), or (ii) a Member ceases to be an Officer, then
any such Member who has no Vested Retirement Allowance shall be
entitled to a Vested Retirement Allowance as though such Member
had completed five years of Service as an Officer for purposes of
Section 6(G).

"Good Reason" shall mean a determination by the Member in good
faith that there has been any (i) material change by the Company
of the Member's functions, duties or responsibilities which
change would cause the Member's position with the Company to
become of less dignity, responsibility, importance, prestige or
scope including, without limitation, the assignment to the Member
of duties and responsibilities inconsistent with his or her
positions; (ii) assignment or reassignment by the Company of the
Member without the Member's consent, to another place of
employment more than 50 miles from the Member's current place of
employment; (iii) liquidation, dissolution, consolidation or
merger of the Company which 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 Potential 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 Plan and all
obligations and undertakings of the Company hereunder; or
(iv) reduction in the Member'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 six (6) months after the occurrence of such event.

In the event of a Change in Control or Potential Change in
Control, the Company shall as soon as possible (but in no event
later than 30 days after such Change in Control or Potential
Change in Control) make a payment to an irrevocable trust of an
amount that, when added to any other amounts in such trust with
respect to this Plan, shall result in an amount which is equal to
at least 100% (but no more than 120%) of the present value of the
benefits payable hereunder as of the date of the Change in
Control or the Potential Change in Control (determined using the
actuarial factors set forth in the Qualified Plan), as certified
by an enrolled actuary appointed by the Committee.
Notwithstanding the foregoing, the assets of such trust shall
remain subject to the claims of the Company's general creditors.

Section 16.    PAYMENT OF ALLOWANCE

If in the judgment of the Committee, any person entitled to the
payment of an Allowance hereunder is incapable of receiving and
legally receipting for such payment, payment of the Allowance may
be made to such other person, persons or institutions as, in the
judgment of the Committee, may then by maintaining or have
custody or legal responsibility for such person or his or her
property.  The determination of the Committee as to the identity
of the proper payee in such situation shall be conclusive, and
payment in accordance with such determination shall be in
complete satisfaction of all rights and entitlements with respect
to the Allowance so paid.

Section 17.    SUCCESSORS

Any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all or substantially all of the
business or assets of the Company shall be bound by the terms and
conditions of the Plan.