September 21, 1995
Xx. Xxxxx X. Xxxxxx
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxx:
In connection with and as part of the consideration for your
retention by Orange and Rockland Utilities, Inc. and election as
Vice President - Human Resources, the Board wishes to enter into
this letter agreement concerning your participation in the
Officer's Supplemental Retirement Plan of Orange and Rockland
Utilities, Inc. (the "Plan").
Upon your election as an officer, you became a participant in the
Plan and your participation was governed in all respects by the
terms of the Plan, except to the extent specifically provided
otherwise as follows:
1. Upon your participation in the Plan, you shall be
treated as having satisfied the five years of Service
as an Officer requirement for purposes of eligibility
for a Vested Retirement Allowance, other Retirement
Allowances and Death Allowance protection, but not for
the purpose of the calculation of the amount of any
such Allowance.
2. For each of the first five years of Service you
complete under the Plan, you will receive credit under
the Plan for two years of Service. Accordingly, at the
end of 1995, you will have credit for two years of
Service under the Plan. If you complete a year of
Service under the Plan in 1996, you will then have four
years of Service under the Plan, and so on through
1999. Thereafter, you will be credited with one year
of Service under the Plan for each year of Service you
complete under the Plan in accordance with its terms.
3. Because at that time you will be considered to have
completed eleven years of Service under the Plan, once
Xx. Xxxxx X. Xxxxxx
September 21, 1995
Page 2
you have actually completed six years of Service under
the Plan, in accordance with Section 2 (B) of the Plan,
your compensation covered by the Plan shall include a
portion of your corporate performance based annual
award declared under the Annual Incentive Plan
provisions of the Company's Incentive Compensation
Plan.
4. In the event your Final Average Compensation must be
determined at such time when you have not been an
Officer covered by the Plan for 36 months, your Final
Average Compensation shall be computed by taking the
sum of your compensation (on a monthly basis) covered
by the Plan for each month you are an Officer covered
by the Plan and dividing the sum by that number of
months.
In all other respects, the terms of the Plan shall be applicable
with respect to your participation and benefit under the Plan.
Please indicate your acceptance of this letter agreement by
signing the extra copy provided and returning it to me.
__/s/ D. L. Peoples____
D. Xxxxx Xxxxxxx
Vice Chairman and
Chief Executive Officer
I accept the foregoing letter agreement concerning my
participation in the Officers' Supplemental Retirement Plan of
Orange and Rockland Utilities, Inc. and evidence my acceptance by
setting forth my signature this _22nd_ day of _September________,
1995.
WITNESS:
/s/ Xxxxx X. Gregg___________ _/s/Xxxxx X. Jakobs___
Xxxxx X. Xxxxxx
