CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
DEFERRED INCOME PLAN
Effective January 1, 1994
Amended and Restated Effective as of April 1, 1999
Page 1
( i )
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
DEFERRED INCOME PLAN
The Supplemental Thrift Savings Plan of Consolidated Edison Company of New York,
Inc., effective as of January 1, 1994, has been amended and restated in its
entirety and renamed the Consolidated Edison Company of New York, Inc. Deferred
Income Plan (the "Plan"), effective as of April 1, 1999. The purpose of the Plan
is to provide a means (i) for receiving employer matching contributions for
those employees participating in The Con Edison Thrift Savings Plan for
Management Employees (the "Savings Plan") with respect to whom salary deferral
and matching contributions under the Savings Plan are or will be limited by
application of the limitations imposed on qualified plans by certain sections of
the Internal Revenue Code, as amended from time to time; (ii) of providing such
employees with an opportunity to defer a portion of their salary in accordance
with the terms of the Plan as hereinafter set forth; and (iii) of providing
employees who receive an "Incentive Award," as such term is defined in the
Consolidated Edison Company of New York, Inc. Executive Incentive Plan (the
"Executive Incentive Plan") on or after April 1, 1999 with an opportunity to
defer receipt of all or a portion of such Incentive Award.
All benefits payable under this Plan, which is intended to constitute a
nonqualified, unfunded deferred compensation plan for a select group of
management employees under Title I of ERISA, shall be paid out of the general
assets of the Company. The Company may establish and fund a trust in order to
aid it in providing benefits due under the Plan.
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
DEFERRED INCOME PLAN
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS......................................................1
1.01 Accounts.........................................................1
1.02 Affiliated Company...............................................1
1.03 Basic Salary Deferral Account....................................1
1.04 Basic Salary Deferrals...........................................2
1.05 Beneficiary......................................................2
1.06 Board or Board of Trustees.......................................2
1.07 Change in Administration Date....................................2
1.08 Change in Control................................................2
1.09 Code.............................................................5
1.10 Company..........................................................5
1.11 Company Contribution Account.....................................5
1.12 Company Contributions............................................6
1.13 Compensation.....................................................6
1.14 Deemed Investment Option.........................................6
1.15 Deferred Compensation Agreement..................................7
1.16 Disability.......................................................7
1.17 Effective Date...................................................7
1.18 Eligible Employee................................................7
1.19 ERISA............................................................7
1.20 Executive Incentive Plan.........................................8
1.21 Incentive Award..................................................8
1.22 Mandatory Bonus Deferral Contributions...........................8
1.23 Mandatory Bonus Deferral Account.................................8
1.24 Mandatory Deferral Portion.......................................8
1.25 Matching Company Contributions...................................9
1.26 Optional Bonus Deferral Contributions............................9
1.27 Optional Bonus Deferral Account..................................9
1.28 Optional Deferral Portion........................................9
1.29 Participant......................................................9
1.30 Plan............................................................10
1.31 Plan Administrator..............................................10
1.32 Plan Year.......................................................10
1.33 Potential Change in Control.....................................10
1.34 Retirement......................................................11
1.35 Savings Plan....................................................11
1.36 Statutory Compensation Limitation...............................11
1.37 Statutory Limitations...........................................11
1.38 Supplemental Company Contributions..............................11
1.39 Supplemental Salary Deferral Account............................12
1.40 Supplemental Salary Deferrals...................................12
1.41 Supplemental Thrift Plan........................................12
1.42 Valuation Date..................................................12
ARTICLE II. PARTICIPATION..................................................12
2.01 Participation...................................................12
2.02 Deferred Compensation Agreement.................................13
2.03 Termination of Participation....................................16
ARTICLE III. ACCOUNTS......................................................16
3.01 Amount of Contributions to be Credited..........................16
3.02 Investment of Accounts..........................................21
3.03 Vesting of Accounts.............................................23
3.04 Individual Accounts.............................................23
ARTICLE IV. PAYMENT OF BENEFITS............................................24
4.01 Commencement of Payment.........................................24
4.02 Method of Payment...............................................26
4.03 Payment Upon the Occurrence of a Change in Control..............28
4.04 Payment Upon Hardship...........................................29
4.05 Additional Death Benefits.......................................29
ARTICLE V. PLAN ADMINISTRATION.............................................30
5.01 Responsibility for Account Determination........................30
5.02 Duties of Plan Administrator....................................30
5.03 Procedure for Payment of Benefits Under the Plan................30
ARTICLE VI. GENERAL PROVISIONS.............................................31
6.01 Funding.........................................................31
6.02 Discontinuance and Amendment....................................32
6.03 Termination of Plan.............................................32
6.04 Plan Not a Contract of Employment...............................33
6.05 Facility of Payment.............................................34
6.06 Withholding Taxes...............................................34
6.07 Nonalienation...................................................34
6.08 Assumption of Liabilities.......................................34
6.09 Claims Procedure................................................35
6.10 Construction....................................................35
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
DEFERRED INCOME PLAN
ARTICLE I. DEFINITIONS
1.01 Accounts shall mean the aggregate of a Participant's Basic Salary Deferral
Account, the Company Contribution Account, the Mandatory Bonus Deferral
Account, the Optional Bonus Deferral Account and the
Supplemental Salary Deferral Account.
1.02 Affiliated Company shall mean any company other than the Company which is
a member of a controlled group of corporations (as defined in Section
414(b) of the Code) which also includes as a member the Company; any trade
or business under common control (as defined in Section 414(c) of the
Code) with the Company; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Section
414(m) of the Code) which includes the Company; and any other entity
required to be aggregated with the Company pursuant to regulations under
Section 414(o) of the Code.
1.03 Basic Salary Deferral Account shall mean the bookkeeping account
maintained for each Participant to record all amounts credited on such
Participant's behalf as Basic Salary Deferrals, earnings, gains and losses
on those amounts pursuant to Section 3.02, and debits for administrative
expenses allocated pursuant to Section 6.01(a).
1.04 Basic Salary Deferrals shall mean the amount of contributions credited on
a Participant's behalf under Section 3.01(a) and those deemed as Basic
Salary Deferrals under Section 3.01(b).
1.05 Beneficiary shall mean the person, persons, or entity designated by the
Participant to receive the benefits credited to the Participant's Accounts
under the Plan in the event of the Participant's death, or in the absence
of such election, or in the event such designated person or persons are
not alive on the date payment is to be made, the person, persons, or
entity determined in accordance with procedures established by the Plan
Administrator. A Participant may make a separate designation of
Beneficiary for amounts payable pursuant to Section 4.05.
1.06 Board or Board of Trustees shall mean the Board of Trustees of the
Company.
1.07 Change in Administration Date shall mean the date the portion of the
applicable Mandatory Deferral Portion or Optional Deferral Portion of an
Incentive Award granted under the Executive Incentive Plan is first
administered and accounted for as a liability under this Plan in
accordance with the Executive Incentive Plan.
1.08 Change in Control shall mean an event which shall occur if:
(a) any person, as defined in Section 3(a)(9) of the Securities Exchange
Act of 1934 ("Exchange Act"), as such term is modified in
Sections 13(d) and 14(d) of the Exchange Act (other than (i) any
employee plan established by any "Corporation" (which for these
purposes shall be deemed to be the Company and any corporation,
association, joint venture, proprietorship or partnership which is
connected with the Company either through stock ownership or through
common control, within the meaning of Sections 414(b) and (c) and 1563
of the Code), (ii) the Company or any of its affiliates (as defined in
Rule 12b-2 promulgated under the Exchange Act), (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same proportions as
their ownership of the Company) (a "Person"), is or becomes the
beneficial owner (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company
(excluding from the securities beneficially owned by such Person any
securities directly acquired from the Company or its affiliates other
than in connection with the acquisition by the Company or its
affiliates of a business) representing 20 percent or more of either the
then outstanding shares of Common Stock of the Company or the combined
voting power of the Company's then outstanding voting securities;
(b) during any period of up to two consecutive years (not including any
period prior to April 1, 1999) individuals who, at the beginning of
such period, constitute the Board cease for any reason to constitute a
majority of the directors then serving on the Board, provided that any
person who becomes a director subsequent to the beginning of such
period and whose appointment or election by the Board or nomination for
election by the Company's shareholders was approved by at least
two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose appointment,
election or nomination for election was previously so approved (other
than a director (i) whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election
of the directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A under the Exchange Act, or (ii) who was designated by
a person who has entered into an agreement with the Company to effect a
transaction described in paragraph (a), (c) or (d) of this
Section 1.08) shall be deemed a director as of the beginning of such
period;
(c) consummation of a merger or consolidation of the Company with any other
corporation or approval of the issuance of voting securities of the
Company in connection with a merger or consolidation of the Company
occurs (other than (i) a merger or consolidation that would result in
the voting securities of the Company outstanding immediately prior
thereto 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
any Corporation, at least 51 percent 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 (ii) 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 (as defined in paragraph (a)
above), 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 the
affiliates of a business) representing 20 percent or more of either the
then outstanding shares of Common Stock of the Company or the combined
voting power of the Company's then outstanding voting securities); or
(d) the stockholders 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 percent 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 the 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 the Common Stock
immediately prior to such transaction, or series of integrated 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 integrated transactions.
1.09 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.
1.10 Company shall mean Consolidated Edison Company of New York, Inc. or any
successor thereto by merger, purchase or otherwise; provided, however,
that for purposes of Sections 1.08 and 1.33, "Company" shall mean the
highest level holding company of Consolidated Edison Company of New York,
Inc. (or any successor thereto which continues this Plan) which has
publicly traded common stock.
1.11 Company Contribution Account shall mean the bookkeeping account maintained
for each Participant to record all amounts credited on such Participant's
behalf under Sections 3.01(c) and (d) and all amounts credited on such
Participant's behalf under the Supplemental Thrift Plan as of March 31,
1999 or such later date as of which such amounts are administered under
this Plan, earnings, gains and losses on those amounts pursuant to Section
3.02, and debits for administrative expenses allocated pursuant to Section
6.01(a).
1.12 Company Contributions shall mean "Company Contributions," as such term is
defined in the Savings Plan.
1.13 Compensation shall mean an Eligible Employee's "Compensation" (as such
term is defined in the Savings Plan), determined without regard to the
Statutory Compensation Limitation (except as otherwise provided in Section
3.01(a) and (b)). Compensation shall be calculated on a monthly basis by
dividing Compensation by 12 and be determined prior to any reduction
pursuant to an Eligible Employee's election to make (i) pre-tax
contributions under the Savings Plan, (ii) pre-tax contributions to a
cafeteria plan under Section 125 of the Code, or (iii) Basic Salary
Deferrals or Supplemental Salary Deferrals to this Plan.
1.14 Deemed Investment Option shall mean the investment funds as may from time
to time be selected by the Plan Administrator in accordance with Section
3.02.
1.15 Deferred Compensation Agreement shall mean the agreement entered into
between the Company and the Participant pursuant to Section 2.02(a), (b),
(c), or (d) and Section 3.02 under which the Participant elects to reduce
his or her Compensation otherwise payable for a Plan Year and have that
amount contributed to the Plan by the Company as Basic Salary Deferrals
and Supplemental Salary Deferrals and/or designates his or her preferences
with regard to the allocation among the available Deemed Investment
Options of the aggregate of the Participant's Basic Salary Deferrals,
Supplemental Salary Deferrals, Matching Company Contributions,
Supplemental Company Contributions, Mandatory Bonus Deferral Contributions
and Optional Bonus Deferral Contributions made in such Plan Year, if any.
1.16 Disability shall mean "Disability," as such term is defined under the
Savings Plan.
1.17 Effective Date shall mean January 1, 1994.
1.18 Eligible Employee shall mean an employee of the Company whose Compensation
for the Plan Year exceeds the Statutory Compensation Limitation and who is
eligible to participate in the Savings Plan, or any other person
designated by the Chief Executive Officer of the Company as eligible to
participate in the Plan.
1.19 ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.20 Executive Incentive Plan shall mean the Consolidated Edison Company of New
York, Inc. Executive Incentive Plan as amended from time to time.
1.21 Incentive Award shall mean an "Incentive Award," as such term is defined
in the Executive Incentive Plan.
1.22 Mandatory Bonus Deferral Contributions shall mean the amount of
contributions credited on a Participant's behalf pursuant to Section
3.01(e).
1.23 Mandatory Bonus Deferral Account shall mean the bookkeeping account
maintained for each Participant to record all amounts credited on such
Participant's behalf under Section 3.01(e), earnings, gains and losses on
those amounts pursuant to Section 3.02, and debits for administrative
expenses allocated pursuant to Section 6.01(a).
1.24 Mandatory Deferral Portion shall mean the "Mandatory Deferral Portion," as
such term is defined in the Executive Incentive Plan, of an Incentive
Award.
1.25 Matching Company Contributions shall mean the amount of contributions
credited on a Participant's behalf under Section 3.01(c).
1.26 Optional Bonus Deferral Contributions shall mean the amount of
contributions credited on a Participant's behalf pursuant to Section
3.01(f).
1.27 Optional Bonus Deferral Account shall mean the bookkeeping account
maintained for each Participant to record all amounts credited on such
Participant's behalf under Section 3.01(f), earnings, gains and losses on
those amounts pursuant to Section 3.02, and debits for administrative
expenses allocated pursuant to Section 6.01(a).
1.28 Optional Deferral Portion shall mean the "Optional Deferral Portion," as
such term is defined in the Executive Incentive Plan, of an Incentive
Award.
1.29 Participant shall mean (a) each Eligible Employee who has made an election
described in Section 2.02(a), (b), (c), or (d); (b) each person who has
made a deferral election under the Executive Incentive Plan which has
resulted in all or any portion of any of the Eligible Employee's Incentive
Awards granted under the Executive Incentive Plan to be administered and
accounted for as a liability under this Plan; (c) each person who has had
all or any portion of his or her Incentive Awards granted under the
Executive Incentive Plan administered and accounted for as a liability
under this Plan; (d) such other Eligible Employee who is credited with
Supplemental Company Contributions; and (e) such other Eligible Employee
who is covered by the provisions of Section 4.05.
1.30 Plan shall mean the Consolidated Edison Company of New York, Inc. Deferred
Income Plan as set forth in this document and as amended from time to
time.
1.31 Plan Administrator shall mean the individual appointed by the Chief
Executive Officer of the Company to administer the Plan as provided in
Article V.
1.32 Plan Year shall mean the calendar year.
1.33 Potential Change in Control shall mean an event which shall occur if: (a)
the Company enters into a definitive written agreement, the
consummation of which would result in the occurrence of a Change in
Control;
(b) the Company or any Person (as defined in Section 1.08(a)) publicly
announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control; or
(c) any Person becomes the beneficial owner (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities
of the Company representing 15 percent or more of the then outstanding
shares of Common Stock of the Company or the combined voting power of the
Company's then outstanding securities.
1.34 Retirement shall mean termination of service either (a) under
circumstances in which the Participant is entitled to receive a retirement
pension under any "defined benefit plan" (as defined in Section 414(j) of
the Code) which is maintained by the Company or an Affiliated Company or
(b) in the case of any Participant who is employed after age 60 and who is
not entitled to receive a retirement pension under any defined benefit
plan, on or after the Participant's 65th birthday.
1.35 Savings Plan shall mean The Con Edison Thrift Savings Plan for Management
Employees as amended from time to time.
1.36 Statutory Compensation Limitation shall mean the limitation set forth in
Section 401(a)(17) of the Code as in effect each year for the Savings
Plan.
1.37 Statutory Limitations shall mean the limitations set forth in Section
401(a)(17) and Section 402(g)(1) of the Code.
1.38 Supplemental Company Contributions shall mean the amount of contributions
credited on a Participant's behalf under Section 3.01(d).
1.39 Supplemental Salary Deferral Account shall mean the bookkeeping account
maintained for each Participant to record all amounts credited on such
Participant's behalf under Section 3.01(b), earnings, gains and losses on
those amounts pursuant to Section 3.02, and debits for administrative
expenses allocated pursuant to Section 6.01(a).
1.40 Supplemental Salary Deferrals shall mean the amount of contributions
credited on a Participant's behalf under Section 3.01(b).
1.41 Supplemental Thrift Plan shall mean the Supplemental Thrift Savings Plan of
Consolidated Edison Company of New York, Inc. as effective on March 31, 1999.
1.42 Valuation Date shall mean the last day of each calendar month, commencing
with the calendar month in which the Effective Date occurs, and any other date
designated as a Valuation Date by the Plan Administrator.
ARTICLE II. PARTICIPATION
2.01 Participation
An Eligible Employee shall become a Participant in the Plan on the
earliest of:
(a) the date the Eligible Employee first has Basic Salary Deferrals
credited on such Eligible Employee's behalf under the Plan
pursuant to Sections 2.02 and 3.01(a);
(b) the date the Eligible Employee first has Supplemental Salary
Deferrals credited on such Eligible Employee's behalf under the Plan
pursuant to Sections 2.02 and 3.01(b);
(c) the date the Eligible Employee first has Mandatory Bonus Deferral
Contributions or Optional Bonus Deferral Contributions administered
and accounted for as a liability under the Plan pursuant to Section
3.01(e) or 3.01(f); or
(d) the date the Eligible Employee first has Supplemental Company
Contributions credited on such individual's behalf under the Plan
pursuant to Section 3.01(d).
2.02 Deferred Compensation Agreements
(a) (i) An individual who is an Eligible Employee before April 1, 1999 and
who wishes to have salary reduction contributions credited on such
Eligible Employee's behalf to a Basic Salary Deferral Account under the
Plan in the 1999 Plan Year must, within 30 days after April 1, 1999
(the effective date of the amended and restated Plan), or the date the
amended and restated Pan was approved by the Company, if later, and
(ii) any Eligible Employee who wishes to have salary reduction
contributions credited on such Eligible Employee's behalf to a Basic
Salary Deferral Account under the Plan in a Plan Year commencing on or
after April 1, 1999 must, prior to the beginning of that Plan Year,
complete, execute and file with the Plan Administrator an irrevocable
Deferred Compensation Agreement authorizing Basic Salary Deferrals
under this Plan for such Plan Year in accordance with the provisions of
paragraph (c)(i) below and Section 3.01(a). Such Deferred Compensation
Agreement may also authorize Supplemental Salary Deferrals under this
Plan in accordance with the provisions of paragraph (c)(ii) below and
Section 3.01(b) for such Plan Year if (i) the Eligible Employee is an
officer of the Company or is designated by the Chief Executive Officer
as eligible to make Supplemental Salary Deferrals and (ii) the Eligible
Employee authorizes on such Deferred Compensation Agreement the Basic
Salary Deferrals permitted to be made to this Plan.
(b) Notwithstanding the provisions of paragraph (a) above, an individual
who becomes an Eligible Employee after April 1, 1999 who wishes to have
salary reduction contributions credited on such Eligible Employee's
behalf to a Salary Deferral Account under the Plan in the calendar year
such individual first becomes an Eligible Employee must, no later than
30 days following the date such individual becomes an Eligible
Employee, complete, execute and file with the Plan Administrator an
irrevocable Deferred Compensation Agreement authorizing Basic Salary
Deferrals under this Plan for such Plan Year in accordance with the
provisions of paragraph (c)(i) below and Section 3.01(a). Such
Deferred Compensation Agreement may also authorize Supplemental Salary
Deferrals under this Plan in accordance with the provisions of
paragraph (c)(ii) below and Section 3.01(b) for such Plan Year if (i)
the Eligible Employee is an officer of the Company or is designated by
the Chief Executive Officer as eligible to make Supplemental Salary
Deferrals and (ii) the Eligible Employee authorizes on such Deferred
Compensation Agreement the Basic Salary Deferrals permitted to be made
to this Plan.
(c) A Deferred Compensation Agreement for a Plan Year shall be in writing
and be properly completed upon a form approved by the Plan
Administrator, who shall be the sole judge of the proper completion
thereof. Such Deferred Compensation Agreement shall specify:
(i) the percentage of the Participant's Compensation to be reduced
and credited on the Participant's behalf to the Plan by the Company as
Basic Salary Deferrals, such percentage to be 6 percent (or such other
percentage as specified for such purpose by the Plan Administrator);
(ii) the percentage of the Participant's Compensation to be reduced
and credited on the Participant's behalf to the Plan by the Company as
Supplemental Salary Deferrals, such percentage to be in multiples of
1 percent and to not exceed 25 percent (or such other percentage as
specified for such purpose by the Plan Administrator); and
(iii) the Participant's preferences with regard to the allocation among
the Deemed Investment Options of the aggregate of Participant's Basic
Salary Deferrals, Supplemental Salary Deferrals, Company Matching
Contributions, Supplemental Company Contributions, Mandatory Bonus
Deferral Contributions and Optional Bonus Deferral Contributions, if
any, to be credited for such Plan Year.
(d) Any Deferred Compensation Agreement made by an Eligible Employee shall
only be effective with respect to Compensation to be earned and Basic
Salary Deferrals, Supplemental Salary Deferrals, Company Matching
Contributions, Supplemental Company Contributions, Mandatory Bonus
Deferral Contributions and Optional Bonus Deferral Contributions
credited in the Plan Year to which such Deferred Compensation Agreement
relates. The terms of an Eligible Employee's Deferred Compensation
Agreements may differ from Plan Year to Plan Year with respect to:
(i) the deferral percentage with respect to Supplemental Salary
Deferrals;
(ii) the deferral period with respect to Supplemental Salary Deferrals,
which must end on a January 1 not sooner than the fourth anniversary of
the first day of the Plan Year for which such Supplemental Salary
Deferrals are made; (iii) the effective date of Supplemental Salary
Deferrals pursuant to
Section 3.01(b); and
(iv) the Participant's preferences with respect to allocation among the
Deemed Investment Options.
(e) Notwithstanding the foregoing, if a Participant receives a hardship
withdrawal of pre-tax contributions from the Savings Plan or any other
plan which is maintained by the Company and which meets the
requirements of Section 401(k) of the Code (or any successor thereof)
and is precluded from making contributions to such 401(k) plan for at
least 12 months after receipt of the hardship withdrawal, the
Participant's Deferred Compensation Agreement, if any, shall be
suspended during the 12-month period commencing on the date the
Participant receives the hardship withdrawal distribution from such
plan. Any Compensation payment which would have been deferred pursuant
to the Participant's Deferred Compensation Agreement but for the
application of this paragraph (e) shall be paid to the Participant as
if the Participant had not entered into the Deferred Compensation
Agreement.
2.03 Termination of Participation
A Participant's participation in the Plan shall terminate when the vested
portion of the Participant's Accounts under the Plan is totally
distributed to the Participant or on the Participant's behalf.
ARTICLE III. ACCOUNTS
3.01 Amount of Contributions to be Credited
For any Plan Year, the amount of contributions to be recorded on the books
of the Company on behalf of a Participant pursuant to this Article III
shall be equal to the sum of the Basic Salary Deferrals, Supplemental
Salary Deferrals, Matching Company Contributions, Supplemental Company
Contributions, Mandatory Bonus Deferral Contributions and Optional Bonus
Deferral Contributions determined under paragraphs (a), (b), (c), (d), (e)
and (f) below. In addition, the amounts credited on a Participant's behalf
under the Supplemental Thrift Plan shall be recorded on the books of the
Company on behalf of such Participant pursuant to paragraph (g)(v) below.
(a) Basic Salary Deferrals
The amount of Basic Salary Deferrals for a Plan Year shall be equal
to the designated percentage of Compensation elected by the
Participant in the Participant's Deferred Compensation Agreement in
accordance with Section 2.02, provided that the reduction in the
Participant's Compensation corresponding to the Basic Salary
Deferrals elected by the Participant shall be made only with respect
to Compensation payable after the date the Participant's Deferred
Compensation Agreement becomes effective.
Except as provided in Section 3.01(b), Basic Salary Deferrals shall
be permitted under this paragraph (a) only with respect to the
Participant's Compensation for which pre-tax contributions could not
be contributed to the Savings Plan because of the Statutory
Limitations.
(b) Supplemental Salary Deferrals
The amount of Supplemental Salary Deferrals for a Plan Year shall be
equal to the designated percentage of Compensation elected by the
Participant in the Participant's Deferred Compensation Agreement in
accordance with Section 2.02, provided that the reduction in the
Participant's Compensation corresponding to the Supplemental Salary
Deferrals elected by the Participant shall be made only with respect
to Compensation payable after the date the Participant's Deferred
Compensation Agreement becomes effective or, if the Participant so
elects on the Participant's Deferred Compensation Agreement, only
with respect to the Participant's Compensation for which pre-tax
contributions could not be contributed to the Savings Plan because
of the Statutory Limitations. If the reduction in the Participant's
Compensation corresponding to the Supplemental Salary Deferrals
elected by the Participant shall reduce the Participant's
Compensation below one-twelfth of the Statutory Compensation
Limitation, a portion of such Supplemental Salary Deferrals shall be
matched by Company Contributions under Section 3.02(c). Such matched
Supplemental Salary Deferrals shall be deemed Basic Salary Deferrals
for all other provisions of this Plan.
(c) Matching Company Contributions
The amount of Matching Company Contributions for a Plan Year shall
be equal to the sum of the Basic Salary Deferrals and Supplemental
Salary Deferrals made on the Participant's behalf for the Plan Year
multiplied by the rate at which Company Contributions are made under
the Savings Plan; provided, however, that such amount shall not
exceed the result of (i) minus (ii) as follows: (i) the product of
(A), (B) and (C) as follows:
(A) is an amount equal to the Participant's Compensation
for the Plan Year;
(B) is the maximum percentage of "Compensation" (as such
term is defined under the Savings Plan) with respect to
which Company Contributions under the Savings Plan may
be made; and
(C) is the rate at which Company Contributions are made
under the Savings Plan; and
(ii) is the actual amount of the Company Contributions made by the
Company on behalf of the Participant under the Savings Plan
for such Plan Year.
(d) Supplemental Company Contributions
The Chief Executive Officer of the Company may authorize that
Supplemental Company Contributions shall be made for a Plan Year,
which shall be allocated in such amounts and to such Participants as
the Chief Executive Officer of the Company shall determine.
(e) Mandatory Bonus Deferral Contributions
The amount of Mandatory Bonus Deferral Contributions for a Plan Year
shall be equal to the value on the Change of Administration Date of
any portion of the Mandatory Deferral Portion of an Incentive Award
granted under the Executive Incentive Plan that is administered and
accounted for as a liability under this Plan in accordance with the
Executive Incentive Plan.
(f) Optional Bonus Deferral Contributions
The amount of Optional Bonus Deferral Contributions for a Plan Year
shall be equal to the value on the Change of Administration Date of
any portion of the Optional Deferral Portion of an Incentive Award
granted under the Executive Incentive Plan that is administered and
accounted for as a liability under this Plan in accordance with the
Executive Incentive Plan.
(g) (i) The contributions recorded on the books of the
Company pursuant to paragraphs (a) and (b) above shall be
credited to a Participant's Basic Salary Deferral Account
and Supplemental Salary Deferral Account, respectively, at
the same time as they would have been credited to the
Participant's account under the Savings Plan had such
contributions been made under the Savings Plan.
(ii) The contributions recorded on the books of the
Company pursuant to paragraph (c) above shall be credited
to a Participant's Company Contribution Account at the same
time as they would have been credited to the Participant's
account under the Savings Plan had such contributions been
made under the Savings Plan.
(iii) The contributions recorded on the books of the
Company pursuant to paragraph (d) above shall be credited
to a Participant's Company Contribution Account at the time
designated for such purpose by the Chief Executive Officer.
(iv) The contributions recorded on the books of the
Company pursuant to paragraphs (e) and (f) above shall be
credited to a Participant's Mandatory Bonus Deferral
Account and Optional Bonus Deferral Account, respectively,
on the date such contributions are first administered and
accounted for as a liability under this Plan pursuant to
the Executive Incentive Plan.
(v) As of April 1, 1999, or the date thereafter on which
it is administratively practicable as determined by the
Plan Administrator, the contributions recorded on the books
of the Company on account of amounts credited under the
Supplemental Thrift Plan shall be credited to a
Participant's Company Contribution Account.
(h) Unless the Plan Administrator determines otherwise, no future Basic
Salary Deferrals or Supplemental Salary Deferrals by a Participant
shall be permitted and no future Matching Company Contributions or
Supplemental Company Contributions shall be made on behalf of such
Participant if such Participant is no longer an
Eligible Employee.
3.02 Investment of Accounts
(a) Accounts shall be credited with earnings, gains and losses of the
Deemed Investment Options selected by the Plan Administrator, with such
allocation among the Deemed Investment Options as the Plan
Administrator selects. However, a Participant shall designate on each
Deferred Compensation Agreement his or her preferences with regard to
the allocation among the Deemed Investment Options of the aggregate of
his or her Basic Salary Deferrals, Supplemental Salary Deferrals,
Company Matching Contributions, Supplemental Company Contributions,
Mandatory Bonus Deferral Contributions and Optional Bonus Deferral
Contributions made pursuant to such Deferred Compensation Agreement or
to be credited in the Plan Year to which such Deferred Compensation
Agreement relates. A Participant may designate a preference with
respect to the allocation in the aggregate of his or her Basic Salary
Deferrals, Supplemental Salary Deferrals, Company Matching
Contributions, Supplemental Company Contributions, Mandatory Bonus
Deferral Contributions and Optional Bonus Deferral Contributions made
pursuant to a Deferred Compensation Agreement or to be credited in the
Plan Year to which such Deferred Compensation Agreement relates
entirely in any one of the Deemed Investment Options or may designate
any combination in such multiples as specified by the Plan
Administrator. The amounts credited on a Participant's behalf under
the Supplemental Thrift Plan shall be allocated to the Deemed
Investment Option selected for the Participant's Company Matching
Contributions for the Plan Year commencing January 1, 1999. The
amounts credited on a Participant's behalf under the Executive
Incentive Plan as of March 31, 1999 and transferred to this Plan in
accordance with the Executive Incentive Plan shall be allocated to the
Deemed Investment Option selected for the Participant's Mandatory and
Optional Bonus Deferral Contributions, respectively, for the Plan Year
transferred.
The Plan Administrator may from time to time make additional Deemed
Investment Options available as a performance measure under this Plan and
may determine that any Deemed Investment Option that it has previously
established be terminated as a performance measure under this Plan.
(b) A Participant may elect to change his or her preferences with respect to
the allocation among the Deemed Investment Options for a Plan Year for the
aggregate of future Basic Salary Deferrals, Supplemental Salary Deferrals,
Company Matching Contributions, Supplemental Company Contributions,
Mandatory Bonus Deferral Contributions, and Optional Bonus Deferral
Contributions in that Plan Year at such times and in accordance with such
procedures specified by Plan Administrator.
(c) With regard to the aggregate of a Participant's existing Accounts, a
Participant may designate a preference to transfer balances among the
available Deemed Investment Options at such times and in accordance
with such procedures specified by the Plan Administrator. Any
transfers must be made in such multiples as specified by the Plan
Administrator. The Plan Administrator may impose such additional rules
and limitations upon transfers between Deemed Investment Options as the
Plan Administrator may consider necessary or appropriate.
(d) Notwithstanding any other provision of the Plan, the Plan Administrator
shall have sole and absolute discretion with regard to the investment
returns credited to a Participant's Accounts.
3.03 Vesting of Accounts
(a) A Participant shall at all times be fully vested in the Participant's
Basic Salary Deferral Account, Supplemental Salary Deferral Account,
Mandatory Bonus Deferral Account, and Optional Bonus Deferral Account
(including amounts transferred from the Executive Incentive Plan).
(b) A Participant shall vest in the Matching Company Contributions made on the
Participant's behalf and earnings thereon at the same time and to the same
extent as such Participant is vested in Company Contributions under the
Savings Plan.
(c) A Participant shall vest in the Supplemental Company Contributions made on
the Participant's behalf and earnings thereon in accordance with Section
3.02 under the vesting schedule established for such contributions by the
Plan Administrator.
3.04 Individual Accounts
The Plan Administrator shall maintain, or cause to be maintained, records
showing the individual balances of each Participant's Accounts and the
vested portion thereof. At least once a year, each Participant shall be
furnished with a statement setting forth the value of the Participant's
Accounts.
ARTICLE IV. PAYMENT OF BENEFITS
4.01 Commencement of Payment
(a) Except as provided in Section 4.01(b), 4.02(c) or Section 4.03, payment of
any portion of a Participant's Accounts payable for a reason other than
the Participant's termination of employment with the Company and
Affiliated Companies shall commence as follows: (i) in accordance with the
Participant's election in the applicable
Deferred Compensation Agreement, with respect to payment of a
Participant's Supplemental Salary Deferral Account attributable to
Supplemental Salary Deferrals made on the Participant's behalf
for a Plan Year and earnings thereon;
(ii) in accordance with the Participant's election relating to the
Mandatory Deferral Portion of any Incentive Award granted under the
Executive Incentive Plan, with respect to payment of a Participant's
Mandatory Bonus Deferral Account attributable to Mandatory Bonus
Deferral Contributions relating to such Mandatory
Deferral Portion and earnings thereon;
(iii) in accordance with the Participant's election relating to the
Optional Deferral Portion of any Incentive Award granted under the
Executive Incentive Plan, with respect to payment of a Participant's
Optional Bonus Deferral Account attributable to Optional Bonus
Deferral Contributions relating to such Optional Deferral Portion
and earnings thereon; and
(iv) in accordance with the Participant's election in effect under the
Executive Incentive Plan immediately prior to the transfer of any
Incentive Award granted under such Executive Incentive Plan with
respect to payment of such amounts transferred on the Participant's
behalf which were credited under the Executive Incentive Plan prior
to April 1, 1999 and earnings thereon.
(b) Notwithstanding the provisions of paragraph (a)
above, a Participant who has not terminated
employment with the Company and Affiliated Companies
may make an irrevocable election at any time to
accelerate payment of all of his or her Supplemental
Salary Deferral Account, Mandatory Bonus Deferral
Account and Optional Bonus Deferral Account to a date
prior to the date such Accounts would otherwise have
been payable pursuant to paragraph (a) above. Such
payment shall be made in a single lump sum, as soon
as administratively practicable after such election,
and shall equal the entire value of his or her
Supplemental Salary Deferral Account, Mandatory Bonus
Deferral Account and Optional Bonus Deferral Account
as of the date of such distribution, reduced by the
prime rate as published in the Wall Street Journal as
of the date of distribution plus 100 basis points.
Except as provided in Section 4.02(c) or Section 4.03, payment of a
Participant's Basic Salary Deferral Account and Company Contribution
Account shall not be made before the Participant's termination of
employment.
(c) Except as provided in Section 4.02(c) or Section 4.03, payment of a
Participant's Accounts payable on account of the Participant's termination
of employment with the Company and Affiliated Companies shall commence as
follows:
(i) if payment of a Participant's Accounts is to be made in the form
of a lump sum, such payment shall commence as soon as
administratively practicable after the Participant's termination of
employment with the Company and Affiliated Companies; or (ii) if
payment of a Participant's Accounts is to be made in the form of
installments pursuant to the Participant's election in accordance
with Section 4.02(b), such payments shall commence as soon as
administratively practicable after the January 1 coincident with or
next following the Participant's termination of employment with the
Company and Affiliated Companies.
4.02 Method of Payment
(a) Payment of any portion of a Participant's Accounts payable prior to a
Participant's termination of employment with the Company and Affiliated
Companies shall be made in the form of a single lump sum.
(b) (i) Unless a Participant elects otherwise in accordance with
subparagraph (iii) below, payment of the Participant's Accounts
payable on account of such Participant's termination of
employment with the Company or an Affiliated Company shall be
made in the form of a single lump sum.
(ii) A Participant may elect that payment of a Participant's
Accounts attributable to the amounts credited to Participant's
Mandatory Bonus Deferral Account and Optional Bonus Deferral
Account from the Executive Incentive Plan, which were credited
thereunder prior to April 1, 1999 and for which Participant had
elected an annuity benefit payable under the Executive Incentive
Plan, be paid in the form of annual cash installments for a
period of years not to exceed ten.
(iii) If a Participant's total Accounts balance exceeds $25,000,
a Participant may elect that payment of the Participant's
Accounts payable on account of such Participant's termination of
employment with the Company or an Affiliated Company, including
Executive Incentive Plan transfers, be made in the form of annual
cash installments for a period of years, not to exceed ten, in
lieu of a single lump sum.
A Participant may revoke such election, or may designate a different
installment period, not to exceed ten years, by duly completing, executing
and filing such election, revocation, or change of installment period with
the Plan Administrator. Such election, or the revocation of such election,
or the designation of a different installment period, shall be made by the
Participant on a form designated by the Plan Administrator for such
purpose; provided, however, for any such election, revocation or change of
installment period to be effective, a full calendar year must pass between
the calendar year during which the Participant duly makes such election,
revocation or change of period and the calendar year in which the payment
is to commence.
During an installment payment period, the Participant's Accounts shall
continue to be credited with earnings, gains and losses as provided in
Section 3.02. The first installment shall be made as soon as
administratively practicable following the January 1 coincident with or
next following the Participant's termination of employment with the
Company or an Affiliated Company. Subsequent installments, if any, shall
be paid as soon as practicable following the beginning of the following
calendar year and each subsequent year of the installment period. The
amount of each installment shall equal the sum of the balance in the
Participant's Accounts as of the Valuation Date coincident with or
immediately preceding the date of such installment's distribution divided
by the number of remaining installments (including the installment being
determined).
(c) If a Participant dies before payment of the entire vested balance of the
Participant's Accounts, an amount equal to the unpaid portion thereof as
of the Valuation Date coincident with or immediately preceding the
Participant's date of death shall be payable in one lump sum to the
Participant's Beneficiary as soon as administratively practicable after
the Participant's death.
4.03 Payment Upon the Occurrence of a Change in Control
(a) Unless a Participant elects otherwise prior to the date a Change in
Control occurs, upon the occurrence of a Change in Control the Participant
shall automatically receive, in a single lump sum as soon as
administratively practicable after the date the Change in Control occurs,
the amount credited to the Participant's Accounts as of the Valuation Date
coincident with or immediately preceding the date the Change in Control
occurs.
(b) If, due to an election pursuant to paragraph (a) above, a Participant
is not to receive a single lump sum upon a Change in Control, the
Participant may elect, within 30 days after the date the Change in
Control occurs, to receive, in a single lump sum, the value, on the
date the Change in Control occurs, of the Participant's vested
Accounts, determined in accordance with paragraph (a) above, reduced by
the prime rate as published in the Wall Street Journal on the date the
Change in Control occurs plus 100 basis points. Such payment will be
made as soon as administratively practicable after the Participant's
election is received by the Plan Administrator.
(c) The elections permitted to Participants by paragraphs (a) and (b) above
shall be made by a writing signed by the Participant and delivered to the
Plan Administrator.
4.04 Payment Upon Hardship
The Participant may request, in such manner as the Plan Administrator
shall prescribe, to withdraw from his Accounts such amount as is necessary
to meet an unforeseen financial hardship. The Plan Administrator shall
have the sole and absolute discretion to grant or deny such a request. Any
such withdrawal shall result in a penalty against the Participant's
Accounts equal to 1 percent above the prime rate reported in The Wall
Street Journal for the last business day of the quarter preceding the
calendar quarter in which the withdrawal is processed.
4.05 Additional Death Benefits
An Eligible Employee who is an officer of the Company or is designated by
the Chief Executive Officer as eligible shall be covered by an additional
death benefit over and above any death benefit payable pursuant to Section
4.02(c). Such benefit shall be equal to such Participant's salary (which
for this Section 4.05 is the Participant's annual base rate of salary,
including any pre-tax contributions to the Savings Plan, the Company's
FLEX Plan, and deferrals made pursuant to Sections 3.01(a) and 3.01(b)
hereof, and excluding overtime, bonuses, variable or incentive pay, or any
other special payments) as long as such Participant remains in the employ
of the Company. Upon the Participant's Retirement, such death benefit
coverage shall continue in effect after the date of Retirement. Upon the
Participant's death, the benefit shall be paid, in a manner designated by
the Plan Administrator, to the Beneficiary last designated by the
Participant.
ARTICLE V. PLAN ADMINISTRATION
5.01 Responsibility for Account Determination
The Accounts credited on behalf of a Participant or Beneficiary under this
Plan shall be determined either by the Plan Administrator, as provided in
Section 5.02 below, or such other party as is authorized under the terms
of any grantor trust.
5.02 Duties of Plan Administrator
The Plan Administrator shall calculate, in accordance with Article IV, the
Accounts credited on behalf of each Participant or Beneficiary under the
Plan. To the extent a Participant's or Beneficiary's vested Account
balance is payable from the Plan, the Plan Administrator shall have full
discretionary authority to resolve any question which shall arise under
the Plan as to any person's eligibility for benefits, the calculation of
benefits, the form, commencement date, frequency, duration of payment, or
the identity of the Beneficiary. Such question shall be resolved by the
Plan Administrator under rules uniformly applicable to all person(s) or
employee(s) similarly situated.
5.03 Procedure for Payment of Benefits Under the Plan
With respect to any benefit to which a Participant or Beneficiary is
entitled under this Plan, the Plan Administrator (a) shall direct the
commencement of benefit payments hereunder in accordance with the
applicable procedures established by the Company and/or the Plan
Administrator regarding the disbursement of amounts from the general funds
of the Company and (b) shall arrange, in conjunction with any other
applicable plan, for the payment of benefits under this Plan and/or any
other applicable plan.
ARTICLE VI. GENERAL PROVISIONS
6.01 Funding
(a) All amounts payable in accordance with this Plan shall constitute a
general unsecured obligation of the Company. Such amounts shall be paid
out of the general assets of the Company, to the extent not paid from the
assets of any trust established pursuant to paragraph (b) below. The Plan
Administrator may determine that any administrative costs relating to the
Plan shall be allocated to Participants' Accounts, and such Accounts shall
be reduced by the allocated costs.
(b) The Company may, for administrative reasons, establish a grantor trust
for the benefit of Participants in the Plan. Notwithstanding the
foregoing sentence, the Company shall, upon a Potential Change in
Control, (1) establish a grantor trust for the benefit of the
Participants in the Plan if one is not already in existence and (2)
assure that the funds in such trust are at least equal to the sum of
the Participant's Accounts in the Plan, as well as any other
liabilities of the Plan in excess of such Accounts, if any, incurred as
of the date of the Potential Change in Control. The assets placed in
such trust shall be held separate and apart from other Company funds
and shall be used for the purposes set forth in the Plan and the
applicable trust agreement, subject to the following conditions:
(i) the creation of such trust shall not cause the Plan to be other
than "unfunded" for purposes of Title I of ERISA;
(ii) the Company shall be treated as "grantor" of such trust for
purposes of Section 677 of the Code; and
(iii) the agreement of such trust shall provide that its assets may be
used upon the insolvency or bankruptcy of the Company to satisfy
claims of the Company's general creditors and that the rights of
such general creditors are enforceable by them under federal and
state law; and
(iv) without in any way limiting the choice of assets thereunder, such
trust may invest in life insurance policies, including so-called
"split dollar" policies.
6.02 Discontinuance and Amendment
The Company reserves the right, by action of the Board of Trustees, to
discontinue the crediting of benefits under the Plan at any time; and
further reserves the right, by action of the Board of Trustees or the Plan
Administrator, to modify or amend the Plan, in whole or in part, at any
time. However, no modification, amendment, or discontinuance shall
adversely affect the right of any Participant to receive the benefits
credited under the Plan as of the date of such modification, amendment or
discontinuance, and no modification or amendment by action of the Plan
Administrator shall have a material effect of the benefits payable under
the Plan.
6.03 Termination of Plan
The Company reserves the right, by action of the Board of Trustees, to
terminate the Plan at any time, provided, however, that no termination
shall be effective retroactively. As of the effective date of termination
of the Plan:
(a) the benefits of any Participant or Beneficiary whose benefit
payments have commenced shall continue to be paid; and
(b) no further Basic Salary Deferrals, Supplemental Salary
Deferrals, Mandatory Bonus Deferral Contributions, Optional
Bonus Deferral Contributions, Matching Company
Contributions, or Supplemental Company Contributions shall
be credited on behalf of any Participant whose benefits
have not commenced, and such Participant and the
Participant's Beneficiary shall retain the right to
benefits hereunder. Earnings, gains and losses shall
continue to be credited in accordance with Section 3.02
until payment of a Participant's Accounts has been made
under the terms of the Plan in effect immediately prior to
the date the Plan is terminated.
All other provisions of this Plan shall remain in effect.
6.04 Plan Not a Contract of Employment
This Plan is not a contract of employment, and the terms of employment of
any Participant shall not be affected in any way by this Plan or related
instruments, except as specifically provided therein. The establishment of
this Plan shall not be construed as conferring any legal rights upon any
person for a continuation of employment, nor shall it interfere with the
rights of the Company to discharge any person and to treat such person
without regard to the effect which such treatment might have upon such
person under this Plan. Each Participant and all persons who may have or
claim any right by reason of the Participant's participation in this Plan
shall be bound by the terms of this Plan and all agreements entered into
pursuant thereto.
6.05 Facility of Payment
In the event that the Plan Administrator shall find that a Participant is
unable to care for such Participant's affairs because of illness or
accident or because the Participant is a minor or has died, the Plan
Administrator may, unless claim shall have been made therefor by a duly
appointed legal representative, direct that any benefit payment due the
Participant, to the extent not payable from a grantor trust, be paid on
the Participant's behalf to the Participant's spouse, a child, a parent or
other blood relative, a person with whom the Participant resides, or a
legal guardian, and any such payment so made shall be a complete discharge
of the liabilities of the Company and the Plan therefor.
6.06 Withholding Taxes
The Company shall have the right to deduct from each payment to be made
under the Plan any required withholding taxes.
6.07 Nonalienation
Subject to any applicable law, no benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to do so shall be void, nor
shall any such benefit be in any manner liable for or subject to
garnishment, attachment, execution or levy, or liable for or subject to
the debts, contracts, liabilities, engagements or torts of the person
entitled to such benefits.
6.08 Assumption of Liabilities
Notwithstanding any Plan provision to the contrary, at the discretion and
direction of the Board of Trustees, the Plan may assume liabilities with
respect to benefits accrued by a Participant under a plan maintained by
such Participant's former employer, and upon such assumption such
liabilities shall become the obligation of the Company.
6.09 Claims Procedure
(a) Submission of Claims
Claims for benefits under the Plan shall be submitted in writing to the
Plan Administrator or to an individual designated by the Plan
Administrator for this purpose.
(b) Exhaustion of Remedy
No claimant shall institute any action or proceeding in any state or
federal court of law or equity or before any administrative tribunal or
arbitrator for a claim for benefits under the Plan until the claimant has
first exhausted the procedures promulgated by the Plan Administrator for
review of claims.
6.10 Construction
(a) The Plan is intended to constitute an unfunded deferred compensation
arrangement maintained for a select group of management or
highly-compensated employees within the meaning of Sections 201(2),
301(a)(3), and 401(a)(1) of ERISA, and all rights under this Plan shall
be governed by ERISA. Subject to the preceding sentence, the Plan
shall be construed, regulated and administered under the laws of the
State of New York, to the extent such laws are not superseded by
applicable federal law.
(b) The illegality of any particular provision of this document shall not
affect the other provisions and the document shall be construed in all
respects as if such invalid provision were omitted.
(c) The headings and subheadings in the Plan have been inserted for
convenience of reference only, and are to be ignored in any construction
of the provisions thereof.
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 25th day of March, 1999.
By: Richard P. Cowie
Vice President-Employee Relations
Consolidated Edison Company of
New York, Inc.