AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated this 4th day of November, 1997, between CONSOLIDATED
EDISON COMPANY OF NEW YORK, INC., a New York corporation (the "Company"), and
PETER J. O'SHEA, JR. (the "Executive") (hereinafter called the "Amendment") to
the Employment Agreement, dated November 28, 1995, between the Company and the
Executive (hereinafter called the "Employment Agreement").
WHEREAS, the Company and the Executive desire to amend the terms and
conditions of the Executive's employment by the Company;
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and the Executive agree as follows:
A. The Employment Agreement shall remain in full force and effect, except
as expressly modified herein.
B. The term of employment specified in paragraph 2 of the Employment
Agreement shall terminate on March 31, 1998. On March 31, 1998 or, if the
Company terminates the Executive's employment prior to March 31, 1998, on such
earlier termination, the Executive shall become entitled to the following:
1. payment of his salary to March 31, 1998, at the annual rate
then in effect, to the extent not theretofore paid by the Company;
2. the mandatory deferred portion of his award under the Company's
Executive Incentive Plan (the "EIP") for 1996;
3. an EIP award for 1997, the entire amount of which shall be paid
to the Executive in February 1998;
4. in lieu of an EIP award for the three month period from January 1
to March 31, 1998, a payment of $24,000, which shall be made on March 31,
1998;
5. a supplemental pension, described in paragraph C 1 below, and
6. a retainer agreement for legal services, the terms of which are
outlined in paragraph D below.
C. The provisions of this paragraph C amend and are in full substitution
of paragraph 4(a) of the Employment Agreement. Upon termination of the
Executive's employment under paragraph B above or by reason of his death or
disability:
1. The Company shall provide the Executive with a supplemental
pension for his life in the amount of $30,000 per annum and his Surviving
Spouse (as determined in accordance with the marriage requirements for
surviving spouse benefits under The Consolidated Edison Retirement Plan
for Management Employees (the "Retirement Plan") ) shall be paid a 100%
survivor's spouse benefit of the same amount for her life. The benefit
shall be paid at the same time as, and shall be increased by the same cost
of living adjustment provisions applicable to, benefits paid under the
Retirement Plan. The supplemental pension benefit shall be paid to the
Executive commencing in January 1999 or, if the Executive should die prior
to that month, to the Executive's Surviving Spouse commencing in the month
immediately following the Executive's death.
2. The Executive shall be deemed to be retired for purposes of
determining his entitlement to employee benefits available to retired
officers of the Company, including but not limited to the retired officers
supplemental medical plan, The Consolidated Edison Retiree Health Program,
and the non-contributory and contributory retiree life insurance plan.
3. The Executive's termination of employment with the Company shall
be deemed to be with the Company's consent under the Consolidated Edison
Company of New York, Inc. 1996 Stock Option Plan (the "SOP") and any
options awarded under the SOP to the Executive that are unexercised at his
termination of employment shall be extended to the earlier of three years
after such termination or the tenth anniversary of the grant date.
D. 1. The retainer agreement referred to in paragraph B 6 above shall be
for legal services to be performed personally by the Executive as a
non-employee for the period commencing on his termination of employment to
December 31, 1998. The retainer shall be in the amount of $255,000,
payable by the Company in three equal installments on the first day of
April, July and October, 1998. Payment shall be made to the Executive or
to a law firm that the Executive designates. The Executive's legal
services shall be charged at the rate of $450 an hour; disbursements shall
be charged separately and shall not be part of the retainer. The Company
shall be entitled to receive 567 hours of services from the Executive
under the retainer. If the number of hours of service performed by the
Executive for the Company under the retainer is less than or equal to 567,
no part of the retainer shall be returned to the Company. To the extent
that such number of hours of service performed by the Executive exceeds
567 but is less than the sum of 567 and the number of hours of service
owed by the Executive to the Company under paragraph D 2 below, such
excess number of hours of services shall be charged at the rate of $0 an
hour. To the extent that the number of hours of service performed by the
Executive exceeds the sum of 567 and the number of hours of service owed
by the Executive to the Company under paragraph D 2 below, such excess
number of hours of service shall be charged at the rate of $450 an hour.
2. During the period from January 1, 1998 through March 31, 1998,
the Executive may perform legal services for third parties who are
independent from and not affiliated with the Company. The Company consents
to the Executive's performing such services, provided that such services
do not exceed 20% of the time the Executive would otherwise devote to the
Company and such services do not interfere with the performance of the
Executive's obligations to the Company. The Executive shall account to the
Company for the time spent on such matters for third parties and shall
reimburse the Company by performing an equal number of hours of service
for the Company without charge under the retainer referred to in paragraph
D 1 above.
E. This Amendment has been authorized by the Board of Trustees of the
Company.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
Consolidated Edison Company
of New York, Inc.
By_________________________
Richard P.Cowie
Vice President-Employee Relations
By_________________________
Peter J. O'Shea, Jr.