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Exhibit 10.38B
February 25, 1998
Mr. R. Xxx Xxxxx
Vice President, and
Chief Financial Officer
Orange and Rockland Utilities, Inc.
Xxx Xxxx Xxxx Xxxxx
Xxxxx Xxxxx, XX x0000
Dear Xx. Xxxxx:
The purpose of this letter agreement is to amend the letter
agreement (the "Prior Letter Agreement") entered into between you and Orange and
Rockland Utilities, Inc. (the "Company") on September 29, 1994, as amended on
July 21, 1997, and the Agreement (the "Prior Agreement") entered into between
you and the Company on January 22, 1996, as amended on July 23, 1997.
1. You and the Company hereby agree that paragraph 3. of the Prior
Letter Agreement is hereby amended by deleting the last sentence thereof and
inserting, in lieu thereof, the following:
"In order to reflect the Board's determination that it is
appropriate that you accrue benefits under the Plan at an annual
rate of 5% during each of the sixth through eleventh years of your
employment, for each of the next four years of Service you complete
under the Plan, you will receive credit under the Plan for two and
one-half (2-1/2) years of Service, and for each of the next two
years of Service you complete under the Plan, you will receive
credit under the Plan for ten (10) years of
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Mr. R. Xxx Xxxxx
February 25, 1998
Page 2
Service. Accordingly, if you complete a year of Service under the
Plan in each year through and including the year 1999, you will then
have 12-1/2 years of Service under the Plan (i.e., an aggregate
accrual of 45%); if you then complete a year of Service in 2000, you
will then have 15 years of Service under the Plan (i.e., an
aggregate accrual of 50%), and so on through 2002 (when you will
have an aggregate accrual of 60%); if you then complete a year of
Service under the Plan in 2003, you will then have 30 years of
Service under the Plan (i.e., an aggregate accrual of 65%); if you
then complete a year of Service under the Plan in 2004, you will
then have 40 years of Service under the Plan (i.e., an aggregate
accrual of 70%). Thereafter, you will not be credited with
additional years of Service under the Plan. Notwithstanding anything
in the Plan to the contrary, for purposes of implementing the
foregoing and determining your benefit under Section 6 of the Plan,
fractional years of Service credited pursuant to this letter
agreement shall be given effect under the Plan."
2. You and the Company hereby further agree that paragraph 5. of
the Prior Letter Agreement is hereby deleted and of no further force and
effect.
3. You and the Company hereby further agree that Section 6.l(C) of
the Prior Agreement is hereby deleted and the following is hereby inserted in
lieu thereof:
"For purposes of the Officers' Supplemental Retirement Plan of
Orange and Rockland Utilities, Inc. as Amended and Restated (the
"SERP"), the Executive shall be treated as having completed a number
of years of Service equal to the number of such years with
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Mr. R. Xxx Xxxxx
February 25, 1998
Page 3
which he would have been credited under the Letter Agreement had he
remained a full time employee of the Company for thirty-six months
following the Date of Termination. For purposes of the foregoing,
the Letter Agreement shall mean that certain letter agreement
entered into between the Executive and the Company on September 29,
1994, as amended by a letter agreement entered into between the
Company and the Executive on February 25, 1998. Notwithstanding
anything in the SERP to the contrary, for purposes of implementing
the foregoing and determining your benefit under Section 6 of the
SERP, fractional years of Service credited hereunder or pursuant to
the Letter Agreement shall be given effect under the SERP.
Accordingly, your years of Service under the SERP will be determined
as follows:
Number of Years Aggregate
Year in which last year of Service Under Accrual Under
of Service Completed the SERP the SERP
-------------------- -------- --------
1997 15 50
1998 17.5 55
1999 20 60
2000 30 65
2001 and thereafter 40 70"
4. You and the Company hereby further agree that Exhibit A to the
Prior Agreement is hereby deleted and of no further force and effect.
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Mr. R. Xxx Xxxxx
February 25, 1998
Page 4
In all other respects, the Prior Letter Agreement and the Prior
Agreement, each as amended hereby, shall remain in full force and effect.
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Mr. R. Xxx Xxxxx
February 25, 1998
Page 5
Please indicate your acceptance of this letter agreement by signing
the extra copy provided and returning it to us.
/s/ XXXXXXX X. DEL XXXXXXX
Xxxxxxx J. Del Giudice
Chairman of the Board
/s/ XXXXX X. X'XXXXX, XX.
Xxxxx X. X'Xxxxx, Xx.
Chairman, Compensation Committee
of the Board
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 25 day of
February 1998.
/s/ R. XXX XXXXX
R. Xxx Xxxxx
