SUPPLEMENTAL THRIFT SAVINGS PLAN
OF
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
_____________________________________________
Effective January 1, 1994
The purpose of this Plan is to provide a means for
select highly compensated employees who are, or would be,
adversely affected by the application of Internal Revenue
Code Sections 401(a)(17), as amended by the Omnibus Budget
Reconciliation Act of 1993, and 415 ("IRS limits") to the
Con Edison Thrift Savings Plan for Management Employees to
receive the same amount of Company Contributions under such
plan as they would be entitled to receive in the absence of
such IRS limits.
ARTICLE I
Definitions
1.1 "Account" shall mean the establishment of a credit
balance of a Participant under the Plan represented by the
Supplemental Company Contributions and investment income
thereon. Accounts are maintained strictly for accounting
purposes and do not represent separate funding of the
benefits under the Plan.
1.2 "Beneficiary" of a Participant's Account under this
Plan shall mean the same person or persons designated by the
Participant as the beneficiary or beneficiaries to receive
benefits from the Participant's account under the Savings
Plan in the event of the Participant's death.
1.3 "Board" or "Board of Trustees" shall mean the Board of
Trustees of the Company.
1.4 "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time and any regulations issued
thereunder. Reference to any section of the Code shall
include any successor provision thereto.
1.5 "Company" shall mean Consolidated Edison Company of
New York, Inc. and any successor thereto which continues
this Plan.
1.6 "Deposit Rate" shall mean the annual rate of interest
paid by the Company on its customers' deposits, without
reduction for any administrative costs of the customer
deposit program, as such rate may change from time to time.
1.7 "Effective Date" shall mean January 1, 1994.
1.8 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time and
regulations issued thereunder. References to any section of
ERISA shall include any successor provision thereto.
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1.9 "OBRA '93" shall mean the Omnibus Budget
Reconciliation Act of 1993.
1.10 "Participant" shall mean any participant in the
Savings Plan who does not receive the full amount of Company
Contributions that would have been payable thereunder
assuming that the limit imposed by Section 401(a)(17) of the
Code, as it would have been in effect from time to time but
for its amendment by OBRA '93, had been in effect.
1.11 "Plan" shall mean the Supplemental Thrift Savings Plan
as set forth in this document and as amended from time to
time.
1.12 "Plan Year" shall mean the calendar year. The first
Plan Year shall commence January 1, 1994.
1.13 "Savings Plan" shall mean the Company's Thrift Savings
Plan for Management Employees, as amended from time to time.
1.14 "Supplemental Company Contribution" shall mean the
contribution made on behalf of a Participant pursuant to
Section 2.1.
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1.15 "Valuation Date" shall mean the last day of each month
after the Effective Date and any other date designated as a
Valuation Date by the Plan Administrator.
1.16 Other terms used in the Plan shall have the same
meaning as in the Savings Plan, unless a different meaning
is plainly required by the context.
1.17 Whenever used herein, words in the masculine gender
shall include the female gender and the singular shall
include the plural, unless the context indicates otherwise.
ARTICLE II
Supplemental Company Contributions
2.1 In each calendar month that the Company makes a
Company Contribution on the Participant's behalf under the
Savings Plan, the Company shall make a Supplemental Company
Contribution to the Participant's Account in an amount equal
to the excess of (a) over (b) where:
(a) is the Company Contribution that would have been
made for the month on the Participant's behalf under the
Savings Plan assuming that the limit imposed by Section
401(a)(17) of the Code, as it would have been in effect from
time to time
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but for its amendment by OBRA '93, had been in effect; and
(b) is the actual amount of the Company Contribution
made for the month on the Participant's behalf under the
Savings Plan.
2.2 The Supplemental Company Contribution shall be
credited to a Participant's Account on the same day of the
month that the Company Contribution is made for such month
on the Participant's behalf under the Savings Plan.
2.3 The Deposit Rate shall be determined for each
month that it is to be applied. Each Account shall be
credited with investment income as of each Valuation Date.
The amount of investment income credited to an Account shall
be determined on a monthly basis as the sum of products (a)
and (b) where:
product (a) is the Account balance as of the end of
the immediately preceding month times the Deposit Rate times
a fraction where the numerator is the number of days in the
month and the denominator is 365 days; and
product (b) is the amount of the Supplemental
Company Contribution made to the Participant's Account
during the month
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times the Deposit Rate times a fraction where the numerator
is the number of days from the date the Supplemental Company
Contribution is made to the Participant's Account during the
month to the end of the month and the denominator is 365
days.
The investment income so determined during a month shall be
allocated to the Participant's Account as of the Valuation
Date at the end of such month. Investment income shall
continue to be credited to a Participant's Account until the
Participant's Account balance has been paid in full pursuant
to Article III.
2.4 A Participant's interest in his Account balance
shall be vested to the same extent and at the same time that
the Participant is vested with respect to Company
Contributions under the Savings Plan.
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ARTICLE III
Payment of Benefits
3.1 No payment of a Participant's interest in his
Account balance shall be made prior to the Participant's
death or termination of employment due to disability,
retirement or otherwise.
3.2 Upon the death of a Participant 100% of the
Participant's Account balance as of the end of the calendar
month in which the Participant's death occurs shall be paid
in one lump sum payment to the Participant's Beneficiary as
soon as practicable and in any event within 90 days after
such calendar month.
3.3 Within 90 days preceding a Participant's
termination of employment with the Company the Participant
shall elect one of the following options for payment of the
Participant's Account balance:
(a) a single lump sum as soon as practicable after
January 1 of the calendar year immediately succeeding the
Participant's termination of employment;
(b) a deferral of payment until the last day of a
calendar month not later than the calendar month in which
the Participant attains age 70, in which
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event payment of the Participant's Account balance as of the
last day of the calendar month so designated by the
Participant shall be made in a single lump sum as soon as
practicable after the end of such month; or
(c) five successive annual installments as soon as
practicable after the end of each calendar year beginning in
the calendar year immediately succeeding his termination of
employment, in which event each installment shall be an
amount equal to the Participant's Account balance divided by
the number of installments remaining to be made.
3.4 Investment income shall continue to be credited to
a Participant's Account balance as provided in Section 2.3
until the Participant's Account balance shall have been
fully distributed.
3.5 Elections under Section 3.3 must be in writing on
a form furnished by and submitted to the Plan Administrator.
If no written election is received by the Plan
Administrator, an immediate single lump sum payment will be
made in accordance with Section 3.3. Any election may be
changed at any time prior to a Participant's termination of
employment, but not thereafter.
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3.6 The amount of any distribution shall be determined
as the amount to the credit of the Participant's Account as
of the Valuation Date coinciding with or otherwise
immediately preceding the distribution, plus any appropriate
adjustments for contributions, distributions, investment
income or other activity with respect to the Account
subsequent to the Valuation Date.
3.7 The Company shall withhold from a payment from a
Participant's Account under this Plan any amount required to
be withheld under applicable federal, state and local income
tax laws, and any such payment shall be reduced by the
amount so withheld.
ARTICLE IV
Administration of the Plan
4.1 All expenses arising in connection with the
operation and administration of the Plan shall be paid by
the Company.
4.2 The senior officer of the Company responsible for
Employee Relations, currently the Senior Vice President-
Central Services, shall be the Named Fiduciary and Plan
Administrator of the Plan. The Plan Administrator shall have
all discretionary powers and authority necessary or
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appropriate to control and manage the operation and
administration of the Plan. The Plan Administrator may
interpret and apply all Plan provisions and may supply any
omission, or reconcile any inconsistency or ambiguity in
such manner as he deems advisable. The Plan Administrator
shall make all final determinations concerning eligibility,
benefits and rights under the Plan and all other matters
concerning Plan administration and interpretation. All
determinations and actions of the Plan Administrator shall
be conclusive and binding upon all Participants,
Beneficiaries and other persons, except that the Plan
Administrator may revoke or modify a determination or action
previously made in error. The Plan Administrator shall
exercise all powers and authority given to him in a
nondiscriminatory manner, and will apply uniform
administrative rules in order to assure similar treatment to
persons in similar circumstances.
4.3 The Plan Administrator shall arrange for
maintaining the Accounts and all data, records, books of
account and instruments pertaining to Plan administration
and shall prepare, file, submit, distribute or make
available any Plan descriptions, reports, statements, forms
or other information to any governmental agency, Participant
or Beneficiary as may be required by law.
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4.4 Any request for benefits (the "claim") by a
Participant or his Beneficiary (the "claimant") shall be
filed in writing with the Plan Administrator. Within 90
days after receipt of a claim or, 180 days if the Plan
Administrator determines that special circumstances exist
which require extension of the time for processing a claim,
the Plan Administrator shall provide written notice to any
claimant whose claim has been wholly or partly denied,
including:
(a) the reasons for the denial,
(b) the Plan provisions on which the denial is based,
(c) any additional material or information necessary,
to perfect the claim and the reasons it is necessary, and
(d) the Plan's claims review procedure (as set forth
below).
A claimant will be given a full and fair review by the Plan
Administrator of the denial of his claim if he requests a
review in writing within 60 days after notification of the
denial. The claimant may review pertinent documents and may
submit issues and comments orally, in writing, or both.
The Plan Administrator shall render his decision on review
in writing within 60 days after receipt by the Plan
Administrator of all information necessary or requested by
the Plan Administrator for the review, or within 120 days if
the Plan Administrator determines that special circumstances
exist which require extension of the time for processing the
application for review, and will include specific reasons
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for the decision and references to the Plan provisions on
which the decision is based.
4.5 Each Participant and Beneficiary shall be required
to furnish to the Plan Administrator, in the form prescribed
by the Plan Administrator, such personal data, affidavits,
authorization to obtain information, and other information
as the Plan Administrator may deem appropriate for the
proper administration of the Plan.
ARTICLE V
Amendment and Termination
5.1 The Company, acting through its Board of Trustees,
reserves the right to amend, modify, suspend or terminate
the Plan in whole or in part. Upon termination or partial
termination of the Plan, any amounts not yet vested under
Section 2.4 that are credited to the Accounts of
Participants affected by such termination or partial
termination, shall be nonforfeitable. The obligation to
make payment of such Accounts, however, shall be limited to
the Company's ability to make payment from its general
assets.
5.2 If the Plan is terminated, the Accounts of
Participants shall be distributed to the extent possible
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given the Company's general assets and the claims of other
creditors. Payment will be made in cash or in such other
manner as the Plan Administrator shall determine and as may
be required by applicable law. The Plan Administrator's
determination shall be final and binding on all
Participants, Beneficiaries or other persons claiming any
benefits under the Plan.
ARTICLE VI
General Provisions
6.1 Although it is intended that the Plan shall be
continued and that contributions shall be made as herein
provided, this Plan is entirely voluntary on the part of the
Company and the continuance of this Plan and the maintenance
of Accounts hereunder are not to be regarded as contractual
obligations of the Company. Each person who shall claim the
right to any payment or benefit under this Plan shall be
entitled to look only to the general assets of the Company
for any such payment or benefit and shall not have any other
right, claim, or demand therefore against the Company,
except as provided by law. The Plan shall not be deemed to
constitute a contract between the Company and any
Participant for, or to be a consideration for, or an
inducement for, the employment of any Participant by the
Company. Nothing contained in the Plan shall be deemed to
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give any Participant the right to be retained in the service
of the Company or to interfere with the right of the Company
to discharge or to terminate the service of any Participant
at any time without regard to the effect such discharge or
termination may have on any rights under the Plan.
6.2 If a Participant or Beneficiary entitled to
receive any benefits hereunder is a minor or is deemed by
the Plan Administrator, or is adjudged, to be legally
incapable of giving valid receipt and discharge for such
benefits, such benefits will be paid to such person or
institution as the Plan Administrator may designate or to
the duly appointed guardian. Such payment shall, to the
extent made, be deemed a complete discharge of any liability
for such payment under the Plan.
6.3 If the Plan Administrator shall be unable, within
two years after any amount becomes due and payable from the
Plan to a Participant or Beneficiary, to make payment
because the identity or whereabouts of such person cannot be
ascertained, the Plan Administrator may mail a notice by
registered mail to the last known address of such person
outlining the following action to be taken unless such
person makes written reply to the Plan Administrator within
60 days from the mailing of such notice; the Plan
Administrator may direct that such amount and all further
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benefits with respect to such person shall be forfeited and
all liability for the payment thereof shall terminate.
However, in the event of the subsequent reappearance of the
Participant or Beneficiary prior to termination of the Plan,
the benefit which was forfeited (but not any earnings that
would have been earned after such forfeiture) shall be
reinstated in full.
6.4 To the extent permitted by law, no amount payable
to, or held under the Plan for the account of, any
Participant or Beneficiary shall be subject in any manner to
voluntary or involuntary anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any
attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void. Nor
shall any amount payable to, or held under the Plan for the
account of, any Participant or Beneficiary be in any manner
liable for his debts, contracts, liabilities, engagements or
torts, or be subject to any legal process to levy upon or
attach the same.
6.5 In the event that the Plan is merged or
consolidated with any other plan, or should the liabilities
of the Plan be transferred to any other plan, each
Participant shall be entitled to a benefit immediately after
such merger, consolidation or transfer if the Plan should
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then terminate equal to or greater than the benefit he would
have been entitled to receive immediately before such
merger, consolidation or transfer if the Plan had then
terminated.
6.6 The Plan shall be administered, construed and
enforced according to the laws of the State of New York;
provided, however, wherever applicable the provisions of
ERISA shall govern, and in such event the laws of the United
States of America shall be applied and to the extent
necessary, its courts shall have competent jurisdiction.
6.7 The headings of Articles of this Plan are for
convenience of reference only, and in the case of any
conflict between any such headings and the text of this
Plan, the text shall govern.
IN WITNESS WHEREOF, Consolidated Edison Company of
New York, Inc. has caused this instrument to be executed by
is officer thereunto duly authorized as of the first day of
January, 1994.
By:THOMAS J. GALVIN
Thomas J. Galvin
Senior Vice President-
Central Services
Consolidated Edison Company of
New York, Inc.
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