<PAGE>
<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
[x] Quarterly Report Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
_________________________
Commission File No. 1-1217
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
(Name of Registrant)
NEW YORK 13-5009340
(State of Incorporation) (IRS Employer Identification No.)
4 IRVING PLACE, NEW YORK, NEW YORK 10003 - (212) 460-4600
(Address and Telephone Number)
The Registrant has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and has been subject to such filing
requirements for the past 90 days.
Yes ___X___ No _______
As of the close of business on October 31, 1995, the Registrant
had outstanding 234,950,865 shares of Common Stock ($2.50 par
value).
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PART I. - FINANCIAL INFORMATION
CONTENTS PAGE NO.
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Balance Sheet 3-4
Consolidated Income Statements 5-7
Consolidated Statements of Cash Flows 8-9
Notes to Financial Statements 10-12
ITEM 2. Management's Discussion and Analysis of 13-28
Financial Condition and Results of
Operations
_________________________
The following consolidated financial statements are unaudited
but, in the opinion of management, reflect all adjustments (which
include only normal recurring adjustments) necessary to a fair
statement of the results for the interim periods presented. These
condensed unaudited interim financial statements do not contain
the detail, or footnote disclosure concerning accounting policies
and other matters, which would be included in full-year financial
statements and, accordingly, should be read in conjunction with
the Company's audited financial statements (including the notes
thereto) included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 (File No. 1-1217).
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<TABLE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 1995, DECEMBER 31, 1994 AND SEPTEMBER 30, 1994
As At
Sept. 30, 1995 Dec. 31, 1994 Sept. 30, 1994
(Thousands of Dollars)
<S> <C> <C> <C>
ASSETS
Utility plant, at original cost
Electric $ 11,242,271 $ 10,956,187 $ 10,819,169
Gas 1,502,490 1,437,071 1,398,780
Steam 452,526 430,848 416,878
General 1,066,767 1,083,705 1,075,428
Total 14,264,054 13,907,811 13,710,255
Less: Accumulated depreciation 3,987,919 3,828,646 3,790,758
Net 10,276,135 10,079,165 9,919,497
Construction work in progress 340,920 389,630 383,425
Nuclear fuel assemblies and components,
less accumulated amortization 89,226 92,413 90,666
Net utility plant 10,706,281 10,561,208 10,393,588
Current assets
Cash and temporary cash investments 429,887 245,221 360,737
Accounts receivable - customers, less
allowance for uncollectible accounts
of $20,739, $21,600 and $21,509 508,823 440,496 492,486
Other receivables 52,293 61,853 62,417
Regulatory accounts receivable (11,317) 26,346 16,994
Fuel, at average cost 37,623 50,883 54,505
Gas in storage, at average cost 33,059 50,698 48,831
Materials and supplies, at average cost 222,685 229,744 238,930
Prepayments 181,424 56,283 169,929
Other current assets 14,552 13,262 14,289
Total current assets 1,469,029 1,174,786 1,459,118
Investments and nonutility property 135,465 111,523 110,390
Deferred charges
Enlightened Energy program costs 137,868 170,201 161,152
Unamortized debt expense 136,389 138,428 139,305
Power contract termination costs 117,120 180,506 148,751
Other deferred charges 282,598 285,721 300,722
Total deferred charges 673,975 774,856 749,930
Regulatory asset-future federal
income taxes 1,045,442 1,105,991 1,113,880(A)
Total $ 14,030,192 $ 13,728,364 $ 13,826,906
</TABLE>
(A) Reclassified to conform with the current presentation
of the provision for future federal income taxes.
The accompanying note is an integral part of these financial statements.
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<TABLE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 1995, DECEMBER 31, 1994 AND SEPTEMBER 30, 1994
As At
Sept. 30, 1995 Dec. 31, 1994 Sept. 30, 1994
(Thousands of Dollars)
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, authorized 340,000,000 shares;
outstanding 234,948,707 shares, 234,905,235
shares and 234,895,212 shares $ 1,464,247 $ 1,463,913 $ 1,463,835
Capital stock expense (38,686) (38,926) (39,005)
Retained earnings 4,112,624 3,888,010 3,896,475
Total common equity 5,538,185 5,312,997 5,321,305
Preferred stock
Subject to mandatory redemption
7.20% Series I 50,000 50,000 50,000
6-1/8% Series J 50,000 50,000 50,000
Total subject to mandatory
redemption 100,000 100,000 100,000
Other preferred stock
$ 5 Cumulative Preferred 175,000 175,000 175,000
5-3/4% Series A 60,000 60,000 60,000
5-1/4% Series B 75,000 75,000 75,000
4.65% Series C 60,000 60,000 60,000
4.65% Series D 75,000 75,000 75,000
5-3/4% Series E 50,000 50,000 50,000
6.20% Series F 40,000 40,000 40,000
6% Convertible Series B 4,976 5,310 5,387
Total other preferred stock 539,976 540,310 540,387
Total preferred stock 639,976 640,310 640,387
Long-term debt 4,020,261 4,030,464 3,932,799
Total capitalization 10,198,422 9,983,771 9,894,491
Noncurrent liabilities
Obligations under capital leases 45,890 47,805 48,443
Other noncurrent liabilities 71,614 72,561 82,897
Total noncurrent liabilities 117,504 120,366 131,340
Current liabilities
Long-term debt due within one year 109,206 10,889 135,743
Accounts payable 304,748 374,469 315,857
Customer deposits 159,861 161,455 160,964
Accrued income taxes 143,878 3,022 147,586
Other accrued taxes 36,047 6,799 23,415
Accrued interest 74,829 84,544 70,555
Accrued wages 87,108 73,611 83,480
Other current liabilities 155,877 179,611 146,690
Total current liabilities 1,071,554 894,400 1,084,290
Provisions related to future federal income
taxes and other deferred credits
Accumulated deferred federal income tax 2,309,321 2,266,458 2,228,762(A)
Accumulated deferred investment tax credits 183,750 191,524 193,944
Other deferred credits 149,641 271,845 294,079
Total deferred credits 2,642,712 2,729,827 2,716,785
Total $ 14,030,192 $ 13,728,364 $ 13,826,906
</TABLE>
(A) Reclassified to conform with the current presentation
of the provision for future federal income taxes.
The accompanying note is an integral part of these financial statements.
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<TABLE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
1995 1994
(Thousands of Dollars)
<S> <C> <C>
Operating revenues
Electric $ 1,703,089 $ 1,642,823
Gas 113,678 115,239
Steam 63,109 63,929
Total operating revenues 1,879,876 1,821,991
Operating expenses
Fuel 158,994 176,443
Purchased power 290,404 199,236
Gas purchased for resale 25,023 30,940
Other operations 274,273 279,654
Maintenance 111,045 110,674
Depreciation and amortization 115,654 106,098
Taxes, other than federal income tax 308,897 303,631
Federal income tax 182,810 196,940
Total operating expenses 1,467,100 1,403,616
Operating income 412,776 418,375
Other income (deductions)
Investment income 4,324 2,930
Allowance for equity funds used during construction 485 1,781
Other income less miscellaneous deductions (1,693) (6,328)
Federal income tax 750 500
Total other income 3,866 (1,117)
Income before interest charges 416,642 417,258
Interest on long-term debt 75,656 73,628
Other interest 7,922 4,545
Allowance for borrowed funds used during construction (232) (784)
Net interest charges 83,346 77,389
Net income 333,296 339,869
Preferred stock dividend requirements 8,891 8,896
Net income for common stock $ 324,405 $ 330,973
Common shares outstanding - average (000) 234,939 234,889
Earnings per share $ 1.38 $ 1.41
Dividends declared per share of common stock $ .51 $ .50
Sales
Electric (Thousands of Kwhrs.)
Con Edison Customers 11,044,985 10,867,000
Deliveries for NYPA and Other Customers 2,349,578 2,286,314
Service for Municipal Agencies 135,847 112,704
Total Sales in Service Territory 13,530,410 13,266,018
Off-System Sales 2,075,281(A) 402,300
Gas - Firm Customers (Dekatherms) 10,451,202 10,056,613
Steam (Thousands of Lbs.) 6,877,750 6,768,672
(A) Off-system sales in the 1995 period included 958,096 thousand
Kwhrs. subsequently repurchased by the Company.
</TABLE>
The accompanying note is an integral part of these financial statements.
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<TABLE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONSOLIDATED INCOME STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
1995 1994
(Thousands of Dollars)
<S> <C> <C>
Operating revenues
Electric $ 4,156,969 $ 3,936,365
Gas 604,708 698,801
Steam 246,836 276,672
Total operating revenues 5,008,513 4,911,838
Operating expenses
Fuel 386,032 453,792
Purchased power 847,864 584,442
Gas purchased for resale 188,486 283,070
Other operations 857,215 834,778
Maintenance 366,492 384,964
Depreciation and amortization 338,823 314,418
Taxes, other than federal income tax 836,966 857,733
Federal income tax 337,820 357,100
Total operating expenses 4,159,698 4,070,297
Operating income 848,815 841,541
Other income (deductions)
Investment income 8,622 5,615
Allowance for equity funds used during construction 3,361 6,432
Other income less miscellaneous deductions (5,123) (9,544)
Federal income tax 440 (670)
Total other income 7,300 1,833
Income before interest charges 856,115 843,374
Interest on long-term debt 224,696 215,954
Other interest 22,319 13,860
Allowance for borrowed funds used during construction (1,626) (2,831)
Net interest charges 245,389 226,983
Net income 610,726 616,391
Preferred stock dividend requirements 26,676 26,692
Net income for common stock $ 584,050 $ 589,699
Common shares outstanding - average (000) 234,924 234,710
Earnings per share $ 2.49 $ 2.51
Dividends declared per share of common stock $ 1.53 $ 1.50
Sales
Electric (Thousands of Kwhrs.)
Con Edison Customers 28,081,351 28,151,349
Deliveries for NYPA and Other Customers 6,646,381 6,590,006
Service for Municipal Agencies 345,224 305,061
Total Sales in Service Territory 35,072,956 35,046,416
Off-System Sales 4,392,449(A) 1,129,809
Gas - Firm Customers (Dekatherms) 67,411,713 73,158,618
Steam (Thousands of Lbs.) 22,346,574 25,055,697
(A) Off-system sales in the 1995 period included 2,279,726 thousand
Kwhrs. subsequently repurchased by the Company.
</TABLE>
The accompanying note is an integral part of these financial statements.
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<TABLE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONSOLIDATED INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
1995 1994
(Thousands of Dollars)
<S> <C> <C>
Operating revenues
Electric $ 5,361,076 $ 5,133,903
Gas 796,013 913,414
Steam 312,671 348,135
Total operating revenues 6,469,760 6,395,452
Operating expenses
Fuel 500,004 575,476
Purchased power 1,050,877 779,553
Gas purchased for resale 246,621 363,363
Other operations 1,168,531 1,123,111
Maintenance 487,706 549,254
Depreciation and amortization 446,760 417,424
Taxes, other than federal income tax 1,106,924 1,128,595
Federal income tax 418,880 422,990
Total operating expenses 5,426,303 5,359,766
Operating income 1,043,457 1,035,686
Other income (deductions)
Investment income 13,608 7,706
Allowance for equity funds used during construction 5,282 7,758
Other income less miscellaneous deductions (10,779) (16,524)
Federal income tax 680 490
Total other income 8,791 (570)
Income before interest charges 1,052,248 1,035,116
Interest on long-term debt 297,802 285,870
Other interest 28,313 19,004
Allowance for borrowed funds used during construction (2,472) (3,443)
Net interest charges 323,643 301,431
Net income 728,605 733,685
Preferred stock dividend requirements 35,571 35,594
Net income for common stock $ 693,034 $ 698,091
Common shares outstanding - average (000) 234,918 234,543
Earnings per share $ 2.95 $ 2.98
Dividends declared per share of common stock $ 2.03 $ 1.985
Sales
Electric (Thousands of Kwhrs.)
Con Edison Customers 36,704,167 36,719,773
Deliveries for NYPA and Other Customers 8,829,530 8,713,494
Service for Municipal Agencies 454,056 396,848
Total Sales in Service Territory 45,987,753 45,830,115
Off-System Sales 5,047,413(A) 1,269,273
Gas - Firm Customers (Dekatherms) 87,599,513 95,425,428
Steam (Thousands of Lbs.) 27,976,032 31,201,783
(A) Off-system sales in the 1995 period included 2,279,726 thousand
Kwhrs. subsequently repurchased by the Company.
</TABLE>
The accompanying note is an integral part of these financial statements.
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<TABLE> CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
1995 1994
(Thousands of Dollars)
<S> <C> <C>
Operating activities
Net income $ 610,726 $ 616,391
Principal non-cash charges (credits) to income
Depreciation and amortization 338,822 314,418
Deferred recoverable fuel costs (4,009) 33,371
Federal income tax deferred 82,780 17,920
Common equity component of allowance
for funds used during construction (3,166) (6,065)
Other non-cash charges 11,464 41,388
Changes in assets and liabilities
Accounts receivable - customers, less
allowance for uncollectibles (68,327) (33,225)
Regulatory accounts receivable 37,663 80,123
Materials and supplies, including fuel
and gas in storage 37,958 6,365
Prepayments, other receivables and
other current assets (116,871) (93,920)
Enlightened Energy program costs 32,333 (21,095)
Federal income tax refund (49,510) 52,937
Power contract termination costs (19,711) (63,480)
Accounts payable (69,721) (83,686)
Accrued income taxes 140,856 119,176
Other - net 4,909 (39,020)
Net cash flows from operating activities 966,196 941,598
Investing activities including construction
Construction expenditures (462,238) (498,233)
Nuclear fuel expenditures (8,601) (39,191)
Contributions to nuclear decommissioning trust (13,568) (11,669)
Common equity component of allowance
for funds used during construction 3,166 6,065
Net cash flows from investing activities
including construction (481,241) (543,028)
Financing activities including dividends
Issuance of common stock - 14,650
Issuance of long-term debt 228,285 300,000
Retirement of long-term debt (9,119) (7,015)
Advance refunding of long-term debt (128,285) -
Issuance and refunding costs (5,058) (3,423)
Common stock dividends (359,437) (352,111)
Preferred stock dividends (26,675) (26,690)
Net cash flows from financing activities
including dividends (300,289) (74,589)
Net increase in cash and temporary
cash investments 184,666 323,981
Cash and temporary cash investments
at January 1 245,221 36,756
Cash and temporary cash investments
at September 30 $ 429,887 $ 360,737
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 245,884 $ 215,586
Income taxes 120,572 206,186
The accompanying note is an integral part of these financial statements.
</TABLE>
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<TABLE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
1995 1994
(Thousands of Dollars)
<S> <C> <C>
Operating activities
Net income $ 728,605 $ 733,685
Principal non-cash charges (credits) to income
Depreciation and amortization 446,760 417,424
Deferred recoverable fuel costs (17,248) 39,711
Federal income tax deferred 128,950 44,380
Common equity component of allowance
for funds used during construction (4,977) (7,312)
Other non-cash charges 15,613 40,281
Changes in assets and liabilities
Accounts receivable - customers, less
allowance for uncollectibles (16,337) 7,586
Regulatory accounts receivable 28,311 82,334
Materials and supplies, including fuel
and gas in storage 48,899 6,453
Prepayments, other receivables and
other current assets (1,634) 1,017
Enlightened Energy program costs 23,284 (37,696)
Federal income tax refund (49,510) 52,937
Power contract termination costs (18,607) (70,990)
Accounts payable (11,109) 2,091
Accrued income taxes (3,708) (57,127)
Other - net (22,795) (76,481)
Net cash flows from operating activities 1,274,497 1,178,293
Investing activities including construction
Construction expenditures (721,535) (734,978)
Nuclear fuel expenditures (16,481) (44,278)
Contributions to nuclear decommissioning trust (16,485) (14,586)
Common equity component of allowance
for funds used during construction 4,977 7,312
Net cash flows from investing activities
including construction (749,524) (786,530)
Financing activities including dividends
Issuance of common stock - 26,530
Issuance of long-term debt 328,285 447,475
Retirement of long-term debt (135,743) (28,506)
Advance refunding of long-term debt (128,285) (147,475)
Issuance and refunding costs (7,623) (31,824)
Common stock dividends (476,887) (465,598)
Preferred stock dividends (35,570) (35,591)
Net cash flows from financing activities
including dividends (455,823) (234,989)
Net increase in cash and temporary
cash investments 69,150 156,774
Cash and temporary cash investments
at beginning of period 360,737 203,963
Cash and temporary cash investments
at September 30 $ 429,887 $ 360,737
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 300,137 $ 270,197
Income taxes 299,741 420,817
</TABLE>
The accompanying note is an integral part of these financial statements.
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Contingency Note
- -----------------------------------------------------------------
INDIAN POINT. Nuclear generating units similar in design to the
Company's Indian Point 2 unit have experienced problems of
varying severity in their steam generators, which in a number of
instances have required steam generator replacement. Inspections
of the Indian Point 2 steam generators since 1976 have revealed
various problems, some of which appear to have been arrested, but
the remaining service life of the steam generators is uncertain
and may be shorter than the unit's life. The projected service
life of the steam generators is reassessed periodically in the
light of the inspections made during scheduled outages of the
unit. Based on the latest available data, the Company estimates
that steam generator replacement will not be required before
1997, and possibly not until some years later. To avoid
procurement delays in the event replacement is necessary, the
Company purchased replacement steam generators, which are stored
at the site. If replacement of the steam generators is required,
such replacement is presently estimated (in 1994 dollars) to
require additional expenditures of approximately $102 million
(exclusive of replacement power costs) and an outage of
approximately six months. However, securing necessary permits and
approvals or other factors could require a substantially longer
outage if steam generator replacement is required on short
notice.
NUCLEAR INSURANCE. The insurance policies covering the Company's
nuclear facilities for property damage, excess property damage,
and outage costs permit assessments under certain conditions to
cover insurers' losses. As of September 30, 1995, the highest
amount which could be assessed for losses during the current
policy year under all of the policies was $26 million. While
assessments may also be made for losses in certain prior years,
the Company is not aware of any losses in such years which it
believes are likely to result in an assessment.
Under certain circumstances, in the event of nuclear
incidents at facilities covered by the federal government's
third-party liability indemnification program, the Company could
be assessed up to $79.3 million per incident of which not more
than $10 million may be assessed in any one year. The
per-incident limit is to be adjusted for inflation not later than
1998 and not less than once every five years thereafter.
The Company participates in an insurance program covering
liabilities for injuries to certain workers in the nuclear power
industry. In the event of such injuries, the Company is subject
to assessment up to an estimated maximum of approximately $3.1
million.
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ENVIRONMENTAL MATTERS. The normal course of the Company's
operations necessarily involves activities and substances that
expose the Company to potential liabilities under federal, state
and local laws protecting the environment. Such liabilities can
be material and in some instances may be imposed without regard
to fault, or may be imposed for past acts, even though such past
acts may have been lawful at the time they occurred. Sources of
such potential liabilities include (but are not limited to) the
Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (Superfund), a recent settlement with the
New York State Department of Environmental Conservation (DEC),
asbestos, and electric and magnetic fields (EMF).
Superfund. By its terms, Superfund imposes joint and several
strict liability, regardless of fault, upon generators of
hazardous substances for resulting removal and remedial costs and
environmental damages. The Company has received process or notice
concerning possible claims under Superfund or similar state
statutes relating to a number of sites at which it is alleged
that hazardous substances generated by the Company (and, in most
instances, a large number of other potentially responsible
parties) were deposited. Estimates of the investigative, removal,
remedial and environmental damage costs (if any) the Company will
be obligated to pay with respect to each of these sites range
from extremely preliminary to highly refined. Based on these
estimates, the Company has an accrued liability at September 30,
1995 of approximately $10.9 million. However, it is possible
that material additional costs in amounts not presently
determinable may be incurred with respect to these and other
sites.
DEC Settlement. In November 1994 the Company agreed to a consent
order settling a civil administrative proceeding instituted by
the DEC in 1992, alleging environmental violations by the
Company. Under the consent order, in addition to required
payments which have been made, the Company must also conduct an
environmental compliance audit and an environmental management
review, develop and implement "best management practices" plans
for certain facilities and undertake a remediation program at
certain sites. At September 30, 1995, the Company has an accrued
liability of $9.8 million for the expense of the site remediation
program. Expenditures for environmental projects in the five
years 1995 -1999 to comply with the consent order are estimated
at $80.6 million, most of which had been planned prior to the
consent order. There will be additional costs, including costs
arising out of the compliance audit, the materiality of which is
not presently determinable.
<PAGE>
<PAGE> - 12 -
Asbestos Claims. Suits have been brought in New York State and
federal courts against the Company and many other defendants,
wherein several thousand plaintiffs sought large amounts of
compensatory and punitive damages for deaths and injuries
allegedly caused by exposure to asbestos at various premises of
the Company. Many of these suits have been disposed of without
any payment by the Company, or for immaterial amounts. The
amounts specified in all the remaining suits total billions of
dollars but the Company believes that these amounts are greatly
exaggerated, as were the claims already disposed of. Based on the
information and relevant circumstances known to the Company at
this time, it is the opinion of the Company that these suits will
not have a material adverse effect on the Company's financial
position.
EMF. Electric and magnetic fields are found wherever electricity
is used. Several scientific studies have raised concerns that EMF
surrounding electric equipment and wires, including power lines,
may present health risks. The Company is the defendant in several
suits claiming property damage or personal injury allegedly
resulting from EMF. In the event that a causal relationship
between EMF and adverse health effects is established, or
independently of any such causal determination, in the event of
adverse developments in related legal or public policy doctrines,
there could be a material adverse effect on the electric utility
industry, including the Company.
<PAGE>
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis relate to the
interim financial statements appearing in this report and should
be read in conjunction with Management's Discussion and Analysis
appearing in Item 7 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No. 1-1217). Reference
is made to the note to the financial statements in Item 1 of this
report, which note is incorporated herein by reference.
LIQUIDITY AND CAPITAL RESOURCES
Cash and temporary cash investments were $429.9
million at September 30, 1995 compared with $245.2 million at
December 31, 1994 and $360.7 million at September 30, 1994. The
Company's cash balances reflect the timing and amounts of
external financing.
On July 5, 1995 the Company issued $100 million of
6-5/8 percent ten-year debentures due July 1, 2005 at a price to
the public of 99.674 percent and a yield of 6.67 percent.
On August 1, 1995 the Company issued through the New
York State Energy Research and Development Authority (NYSERDA)
$128.3 million of 6.10 percent tax-exempt debt due August 15,
2020, which was offered to the public at 98.50 percent and a
yield of 6.219 percent. The proceeds were used to refund, on
September 1, 1995, $128.3 million of outstanding 9 percent
tax-exempt debt.
The Company expects to finance the balance of its
capital requirements for the remainder of 1995 and 1996,
including $185 million for securities maturing during this
period, from internally generated funds and external financings
of about $250 million, most, if not all, of which will be debt
issues.
Customer accounts receivable, less allowance for
uncollectible accounts, amounted to $508.8 million at September
30, 1995 compared with $440.5 million at December 31, 1994 and
$492.5 million at September 30, 1994. In terms of equivalent days
of revenue outstanding, these amounts represented 25.0, 27.1 and
25.8 days, respectively.
<PAGE>
<PAGE> - 14 -
Regulatory accounts receivable, amounted to $(11.3) million at
September 30, 1995, $26.3 million at December 31, 1994 and $17.0
million at September 30, 1994. Regulatory accounts receivable
include amounts accrued under the ERAM, modified ERAM and
incentive provisions of the Company's electric and gas rate
agreements referred to below. The changes in regulatory accounts
receivable during the first nine months of 1995 were as follows:
<TABLE>
Balance Balance
Dec. 31, 1995 1995 Sept. 30,
(Millions of Dollars) 1994* Accruals Recoveries 1995*
<S> <C> <C> <C> <C>
ERAM/Modified ERAM $(56.4) $(37.6) $ 54.1 $(39.9)
Electric Incentives
Enlightened Energy
program 70.1 27.5 (83.1) 14.5
Customer service 6.7 3.7 (8.4) 2.0
Fuel and purchased
power 5.9 16.3 (17.5) 4.7
Gas Incentives
System improvement - 6.1 - 6.1
Customer service - 1.3 - 1.3
Total $ 26.3 $17.3 $(54.9) $(11.3)
*Negative balances represent amounts to be refunded to customers.
</TABLE>
Fuel balances at September 30, 1995 were $13.3
million lower than December 31, 1994 due principally to lower oil
inventory. Gas in storage decreased $17.6 million in the first
nine months of 1995 reflecting both lower inventory and lower
average cost of gas in storage.
In mid-year 1995 the Company made payments totalling
$207.2 million to New York City for semi-annual installments of
property taxes. Prepayments and other current assets at September
30, 1995 include the unamortized portion ($111.2 million) of such
payments.
Enlightened Energy program costs are recoverable over
a five-year period. Program costs have declined and are expected
to continue to decline in future periods, resulting in lower
deferred balances as recoveries outpace new expenditures.
Other deferred credits in 1995 declined by
approximately $115 million as a result of various reconciliations
of revenues and expenses under a new electric rate agreement
which became effective April 1, 1995. Net income was reduced by
$1.2 million as a result of these reconciliations.
<PAGE>
<PAGE> - 15 -
Interest coverage under the SEC formula for the
twelve months ended September 30, 1995 was 4.32 times compared
with 4.58 times for the year 1994 and 4.57 times for the twelve
months ended September 30, 1994.
1992 Electric Rate Agreement
In March 1994 the Public Service Commission (PSC)
approved an electric rate increase of $55.2 million (1.1
percent), to become effective April 1, 1994, for the third and
final year of the 1992 electric rate agreement, the twelve months
ended March 31, 1995. For the final rate year the Company's rate
of return on electric common equity, calculated in accordance
with the provisions of the agreement, which excludes incentives
earned and labor productivity in excess of amounts reflected in
rates, was approximately 11.80 percent, which was below the 11.85
percent threshold for sharing of "excess" earnings with
customers.
1995 Electric Rate Agreement
On April 6, 1995 the PSC issued its opinion and order
approving a three-year electric rate agreement effective April 1,
1995. The agreement provides for no increase in base electric
revenues in the first rate year and possible, but limited,
increases in years two and three. For details of the agreement
see the Management's Discussion and Analysis appearing in Item 7
of the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, under the heading "1994 Electric Rate Increase
Filing." In its opinion and order approving the agreement (as
described in the Form 10-K) the PSC reserved authority to spread,
over a two-year period, the recovery of any revenue shortfall
accrued under the agreement's modified ERAM provision, if in the
PSC's judgment such a spreading is necessary to avoid
"significant" bill increases.
1995 Gas and Steam Rate Increases
Effective October 1, 1995 (the beginning of the
second year of the October 1994 three-year gas and steam rate
settlements) gas and steam rates were increased by $20.9 million
(2.5 percent) and $4.6 million (1.3 percent), respectively. The
primary reasons for the gas rate increase were escalation in
certain operation and maintenance expenses, return and
depreciation on higher plant balances, and recovery of earnings
under the incentive provisions of the settlement. The steam rate
increase was primarily to cover escalation in operation and
maintenance expenses, and return and depreciation on higher plant
balances.
<PAGE>
<PAGE> - 16 -
In accordance with the provisions of the 1994 gas and
steam rate agreements, earnings above an 11.65 percent return on
related common equity, exclusive of incentive (or penalty)
mechanisms, are to be shared equally with customers. For the
first rate year, the twelve months ended September 30, 1995, the
Company's rates of return on common equity for gas and steam were
below the threshold for sharing.
Credit Ratings
The Company's senior debt securities (first mortgage
bonds) are rated Aa3, A+ and AA- by Moody's Investors Service,
Inc., Standard & Poor's Ratings Group (S&P) and Duff and Phelps,
Inc., respectively. The Company's unsecured debt securities
(debentures and tax-exempt debt) are rated A1, A+ and A+ by
Moody's, S&P and Duff and Phelps, respectively. The Company has
not issued first mortgage bonds since 1974. As of September 30,
1995, $175 million of first mortgage bonds were outstanding, all
of which will have matured by December 1996.
Competition - New York State Initiatives
In June 1995, the PSC adopted principles in its
continuing "competitive opportunities" proceeding involving all
New York electric utilities. The principles are intended to
provide a guide with which the PSC will consider the matter of
electric power competition. The principles, among other things,
state that "The current industry structure, in which most power
plants are vertically integrated with natural monopoly
transmission and distribution, must be thoroughly examined to
ensure that it does not impede or obstruct development of
effective wholesale or retail competition" and "Utilities should
have a reasonable opportunity to recover prudent and verifiable
expenditures and commitments made pursuant to their legal
obligations, consistent with these principles." The principles
also indicate that utilities should take all practicable measures
to mitigate transition costs.
<PAGE>
<PAGE> - 17 -
On October 25, 1995, the investor-owned utility
companies of New York State (including Con Edison) filed a
proposal in this proceeding that would restructure the state's
electric industry in a carefully planned transition to
competition in the wholesale market where bulk electricity would
be bought and sold. The plan, which also calls for tax and
regulatory reform, is expected to lower consumer prices for
electricity. The plan provides for a wholesale competitive
framework that:
- Creates an industry structure that allows market forces
to drive the purchase and sale of electricity on the
wholesale level;
- Allows utilities, other generators and other wholesale
market participants to create a voluntary wholesale
exchange with visible spot pricing;
- Establishes an independent system operator to
coordinate the safe and reliable operation of the bulk
power transmission system;
- Increases customer choice by providing clear market
price signals so customers can make informed decisions
on the use of electricity and value-added services; and
- Develops mechanisms to encourage increased efficiency
of utility operations subject to continuing regulation.
The support of the New York State utilities for
implementation of full wholesale competition is conditioned on
four essential requirements: a reasonable opportunity for
utilities to fully recover all investments and expenditures made
to provide reliable service to the public under the existing
regulatory compact; PSC support for the option of each utility to
continue in the generation business; special treatment of nuclear
plants based on their unique characteristics; and development and
adoption of a clearly defined transition plan to ensure that
system reliability and the interests of both customers and
investors are adequately protected.
<PAGE>
<PAGE> - 18 -
The PSC staff and numerous other parties also
submitted proposals as part of this proceeding. The PSC Staff
proposal calls for divestiture of utility-owned generation
operations into separate companies or structural separation of
generation within holding companies, fully competitive markets at
both the wholesale and retail levels, and new independent energy
service companies offering supply-side and demand-side services
and other customer services on a competitive basis. An
Independent System Operator (ISO) would have the responsibility
for maintaining the day-to-day adequacy and security of the bulk
power system and a regional transmission group would perform
transmission planning. The ISO and transmission and distribution
companies would continue to be regulated by the PSC; other
entities would be unregulated. The Staff proposal states that
"utilities should have a reasonable opportunity to recover past
investments that are legitimate and verifiable, but that full
recovery is no longer a reasonable expectation of utilities in an
increasingly competitive market where they also can pursue new
revenue producing opportunities." Staff also proposes that
independent power producers with above-market value contracts
"mitigate their contracts" to the extent of values "proportionate
to that absorbed by utility shareholders."
A report and possible recommended decision in this
phase of the proceeding is expected to be issued by the
administrative law judge in December 1995. A PSC order in this
proceeding is not expected until 1996.
It is not possible to predict the outcome of the
proceeding, the timing thereof, or its impact upon the Company.
The outcome could adversely affect the Company's eligibility to
apply Statement of Financial Accounting Standards ("FSAS") No.
71, "Accounting for the Effects of Certain Types of Regulation",
which, pursuant to SFAS No. 101 "Accounting for Discontinuation
of Application of FASB Statement No. 71" and SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" could then require a
significant write-down of assets, the amount of which is not yet
determinable.
<PAGE>
<PAGE> - 19 -
Competition - Federal Initiatives
In March 1995, the Federal Energy Regulatory
Commission (FERC) proposed new rules which would require electric
utilities to file non-discriminatory open access transmission
tariffs, available to wholesale sellers and buyers of electric
energy, and to take service under these tariffs for their own
wholesale sales and purchases of electric energy. As proposed,
the new rules would allow utilities to recover legitimate and
verifiable wholesale stranded costs (i.e., those costs prudently
incurred by a utility to meet its service obligation which, as a
result of filing an open access tariff, the utility would
otherwise not be able to recover). FERC would follow this policy
with regard to costs subject to its jurisdiction and urged the
states to follow the same policy with regard to costs subject to
their jurisdiction.
It is not possible to predict the outcome of this
proceeding. The Company participates in the wholesale electric
market primarily as a buyer, and in this regard should benefit if
rules are adopted which result in lower wholesale prices for its
purchases of electricity for its retail customers.
Environmental Claims and Other Contingencies
Reference is made to the note to the financial
statements included in this report for information concerning
potential liabilities of the Company arising from the Federal
Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (Superfund), from claims relating to alleged exposure
to asbestos, and from certain other contingencies to which the
Company is subject.
<PAGE>
<PAGE> - 20 -
RESULTS OF OPERATIONS
Net income for common stock for the third quarter,
nine months and twelve months ended September 30, 1995 was lower
than in the corresponding 1994 periods by $6.6 million ($.03 a
share), $5.6 million ($.02 a share) and $5.1 million ($.03 a
share), respectively. These results reflect the three-year
electric rate agreement effective April 1, 1995, which provides
for generally more limited opportunities for earning incentives,
and gives customers the benefit of productivity achievements
during the term of the prior electric rate agreement.
In reviewing period-to-period comparisons, it should
be noted that not all changes in sales volume affected operating
revenues. Under the ERAM and the modified ERAM discussed below,
most increases (or decreases) in electric sales revenues compared
with revenues forecast pursuant to the electric rate agreement
are deferred for subsequent credit (or billing) to customers.
Under the weather normalization clause in the Company's gas
tariff, most weather-related variations in gas sales do not
affect gas revenues.
<TABLE>
Increases (Decreases)
Three Months Ended Nine Months Ended Twelve Months Ended
Sept. 30, 1995 Sept. 30, 1995 Sept. 30, 1995
Compared With Compared With Compared with
Three Months Ended Nine Months Ended Twelve Months Ended
Sept. 30, 1994 Sept. 30, 1994 Sept. 30, 1994
Amount Percent Amount Percent Amount Percent
(Amounts in Millions)
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $ 57.9 3.2 % $ 96.7 2.0 % $ 74.3 1.2 %
Fuel - electric and steam (17.5) (9.9) (67.7) (14.9) (75.5) (13.1)
Purchased power - electric 91.2 45.8 263.4 45.1 271.3 34.8
Gas purchased for resale (5.9) (19.1) (94.6) (33.4) (116.7) (32.1)
Operating revenues less
fuel and purchased power
and gas purchased for resale
(Net revenues) (9.9) (0.7) (4.4) (0.1) (4.8) (0.1)
Other operations and maintenance (5.0) (1.3) 4.0 0.3 (16.1) (1.0)
Depreciation and amortization 9.5 9.0 24.4 7.8 29.3 7.0
Taxes, other than federal
income tax 5.3 1.7 (20.8) (2.4) (21.7) (1.9)
Federal income tax (14.1) (7.2) (19.3) (5.4) (4.1) (1.0)
Operating income (5.6) (1.3) 7.3 0.9 7.8 0.8
Other income less deductions,
less related federal income tax 5.0 Large 5.5 Large 9.3 Large
Interest charges and preferred
stock dividend requirements 6.0 6.9 18.4 7.2 22.2 6.6
Net income for common stock $ (6.6) (2.0)% $ (5.6) (1.0)% $ (5.1) (0.7)%
</TABLE>
<PAGE>
<PAGE> - 21 -
Third Quarter 1995 Compared with
Third Quarter 1994
Net revenues (operating revenues less fuel, purchased
power and gas purchased for resale) decreased $9.9 million in the
third quarter of 1995 compared with the 1994 period. Electric net
revenues decreased $15.7 million and gas and steam net revenues
increased $4.4 million and $1.4 million, respectively.
Total electric revenues in the 1995 period were
higher than in the corresponding 1994 period, largely reflecting
recovery of higher purchased power costs.
Electric revenues for the third quarter of 1995
reflect a credit due customers of $59.1 million under the
modified ERAM, reflecting sales above the forecast, compared with
a credit due customers of $42.1 million in the 1994 period. The
1995 electric rate agreement added to the ERAM a revenue per
customer (RPC) mechanism (modified ERAM) which excludes from
adjustment those variances in the Company's electric revenues
which result from changes in the number of customers in each
electric service classification. Electric revenues for the third
quarter of 1995 include $6 million earned under the RPC
mechanism.
Electric net revenues for the third quarter of 1995
include $12.6 million, compared with $26.3 million for the 1994
period, for incentives earned under the provisions of the 1995
and 1992 electric rate agreements, respectively.
Electric sales, excluding off-system sales, in the
third quarter of 1995 compared with the 1994 period were:
<TABLE>
Millions of Kwhrs.
3rd Quarter 3rd Quarter Percent
Description 1995 1994 Variation Variation
<S> <C> <C> <C> <C>
Residential/Religious 3,511 3,368 143 4.3 %
Commercial/Industrial 7,352 7,328 24 0.3 %
Other 182 171 11 6.6 %
Total Con Edison Customers 11,045 10,867 178 1.6 %
NYPA, Municipal Agency
and Other Sales 2,485 2,399 86 3.6 %
Total Service Area 13,530 13,266 264 2.0 %
</TABLE>
<PAGE>
<PAGE> - 22 -
Off-system electricity sales increased to 2,075
millions of kilowatthours (Kwhrs) in the third quarter of 1995
compared with 402 millions of Kwhrs in the 1994 period. The
increases in the quarter, nine-month and twelve-month periods in
such sales were due largely to arrangements in which the Company
produces electricity for others using gas they provide as fuel.
The Company has purchased a substantial portion of this
electricity for sale to its own customers.
Gas and steam revenues in the 1995 period reflect
rate increases in October 1994 and lower fuel-related revenues
due to lower costs for gas purchased for resale and steam fuel.
Gas net revenues for the third quarter of 1995 included $2.7
million for incentives earned under the 1994 gas rate agreement
relating to system improvement targets for gas leaks ($1.4
million) and to customer service performance ($1.3 million).
For the third quarter of 1995 firm gas sales volume
increased 3.9 percent and steam sales volume increased 1.6
percent compared with the 1994 period.
After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory increased 1.6 percent in the third
quarter of 1995, firm gas sales volume increased 4.0 percent and
steam sales volume decreased 2.4 percent.
Electric fuel costs decreased $15.3 million in the
1995 period, largely because of increased power purchases; steam
fuel costs decreased $2.2 million due to decreased sendout and
lower unit fuel cost. During the third quarter of 1995 the
Company purchased approximately 51 percent of the electric energy
it generated and purchased, compared with 46 percent for the 1994
period. Reflecting this increase and the relatively high cost
that the Company is required to pay under its IPP contracts,
purchased power costs increased in the third quarter of 1995 by
$91.2 million over the 1994 period. Gas purchased for resale
decreased $5.9 million, reflecting substantially lower unit cost
of purchased gas partially offset by increased sendout.
Other operations and maintenance expenses decreased
$5.0 million for the third quarter of 1995 compared with the 1994
period, due primarily to lower production and pension and retiree
benefit costs, offset in part by increases in distribution costs
and the amortization of previously deferred Enlightened Energy
program costs. However, under the terms of the various rate
agreements, reductions in pension and retiree benefit costs do
not benefit period earnings. They are set aside (by a charge to
operating revenues) as a deferred credit for the future benefit
of customers.
<PAGE>
<PAGE> - 23 -
Depreciation and amortization increased $9.5 million
due principally to higher plant balances.
Taxes other than federal income tax increased $5.3
million in the third quarter of 1995 due principally to increased
property taxes. Federal income tax decreased $14.1 million for
the quarter reflecting lower pre-tax income, increased tax
deductions, and adjustments associated with the electric rate
agreements.
Other income less miscellaneous deductions increased
$5.0 million for the third quarter principally due to increases
in interest and dividend income.
Nine Months Ended September 30, 1995 Compared with
Nine Months Ended September 30, 1994
Net revenues (operating revenues less fuel and
purchased power and gas purchased for resale) decreased $4.4
million in the first nine months of 1995 compared with the first
nine months of 1994. Electric and gas net revenues increased $6.5
million and $.5 million, respectively, and steam net revenues
decreased $11.4 million.
Total electric revenues in the 1995 period were
higher than in the corresponding 1994 period, largely reflecting
recovery of higher purchased power costs. The 1995 period also
includes rate agreement reconciliations that increased electric
revenues by $26.3 million and purchased power costs by $31.7
million, resulting in a net electric revenue reduction of $5.4
million.
Electric revenues for the first nine months of 1995
include a credit due customers of $37.6 million under the ERAM
and the modified ERAM, reflecting sales above the forecast,
compared to a credit due customers of $71.3 million in the 1994
period. Electric revenues for the first nine months of 1995 also
include $6 million earned under the RPC mechanism.
<PAGE>
<PAGE> - 24 -
Electric revenues were favorably affected in the
first quarter of 1995 compared with the 1994 period by
approximately $12.8 million as a result of the April 1994 rate
increase. The electric property tax reconciliation and Indian
Point Unit 2 refueling and maintenance outage accounting
provisions of the 1992 and 1995 electric rate agreements
increased electric net revenues for the nine months ended
September 30, 1995 compared with the 1994 period by approximately
$18 million and $34 million, respectively; related expenses
increased in like amount.
Electric net revenues for the first nine months of
1995 also include $47.4 million compared with $91.5 million for
the 1994 period for incentives earned under the provisions of the
rate agreements.
Electric sales, excluding off-system sales, in the
first nine months of 1995 compared with the 1994 period were:
<TABLE>
Millions of Kwhrs.
Nine Months Nine Months
Ended Ended Percent
Description Sept. 30, 1995 Sept. 30, 1994 Variation Variation
<S> <C> <C> <C> <C>
Residential/Religious 8,340 8,271 69 .8 %
Commercial/Industrial 19,272 19,425 (153) (.8)%
Other 469 455 14 3.2 %
Total Con Edison Customers 28,081 28,151 (70) (.3)%
NYPA & Municipal Agency
Sales 6,992 6,895 97 1.4 %
Total Service Area 35,073 35,046 27 .1 %
</TABLE>
Gas and steam revenues in the first nine months of
1995 reflect rate increases in October 1994 and lower
fuel-related revenues due to lower costs for gas purchased for
resale and steam fuel. Gas net revenue for the period included
$7.4 million for incentives earned under the 1994 gas rate
agreement related to system improvement targets for gas leaks
($6.1 million) and to customer service performance ($1.3
million). Steam net revenues were reduced by decreased sales
volume.
For the first nine months of 1995 firm gas sales
volume decreased 7.9 percent and steam sales volume decreased
10.8 percent over the 1994 period. Under the weather
normalization clause in the Company's gas tariff, most
weather-related variations in gas sales do not affect gas
revenues.
<PAGE>
<PAGE> - 25 -
After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory in the first nine months of 1995
increased 1.2 percent, firm gas sales volume was unchanged and
steam sales volume decreased 1.7 percent.
Electric fuel costs decreased in the first nine
months of 1995 by $49.3 million largely because the Company
increased power purchases; steam fuel cost decreased $18.4
million due to lower unit cost and lower sendout. During the 1995
period the Company purchased approximately 60 percent of the
electric energy it generated and purchased compared with 49
percent for the prior period. Reflecting this increase and the
relatively high cost that the Company is required to pay under
its IPP contracts, purchased power costs increased in the first
nine months of 1995 by $263.4 million over the 1994 period. The
changes in fuel cost and purchased power also reflect reduced
generation from the Company's Indian Point Unit 2, which was out
of service for refueling and maintenance for a large part of the
1995 period. Gas purchased for resale decreased $94.6 million
reflecting lower unit cost and lower sendout.
Other operations and maintenance expenses increased
$4.0 million in the first nine months of 1995 compared with the
1994 period principally due to increases in the amortization of
previously deferred Enlightened Energy program costs and
production expenses (chiefly due to the Indian Point Unit 2
refueling and maintenance outage in the 1995 period - there was
no outage in the 1994 period), offset in part by lower
distribution and administrative and general expenses.
Depreciation and amortization increased $24.4
million due principally to higher plant balances.
Taxes, other than federal income tax, decreased $20.8
million in the first nine months of 1995 compared with the 1994
period due primarily to reduced property taxes ($14.9 million)
and revenue taxes ($5.5 million). Federal income tax decreased
$19.3 million in the first nine months of 1995 compared with the
1994 period, principally due to lower pre-tax income and
adjustments associated with the 1995 electric rate agreement.
Other income less miscellaneous deductions increased
$5.5 million for the nine-month period principally due to
increases in interest and dividend income.
Interest on long-term debt increased $8.7 million
primarily as a result of the issuance of new debt. Other interest
charges increased $8.5 million principally due to a higher
interest rate on customer deposits and interest expense
associated with a sales tax audit settlement.
<PAGE>
<PAGE> - 26 -
Twelve Months Ended September 30, 1995 Compared with
Twelve Months Ended September 30, 1994
Net revenues (operating revenues less fuel, purchased
power and gas purchased for resale) decreased $4.8 million in the
twelve months ended September 30, 1995 compared with the 1994
period. Electric net revenues increased $6.8 million and gas and
steam net revenues decreased $.7 million and $10.9 million,
respectively.
Total electric revenues in the 1995 period were
higher than in the corresponding 1994 period, largely reflecting
recovery of higher purchased power costs. The 1995 period also
includes rate agreement reconciliations that increased electric
revenues by $26.3 million and purchased power costs by $31.7
million, resulting in a net electric revenue reduction of $5.4
million.
Under the modified ERAM, electric net revenues for
the twelve months ended September 30, 1995 have been reduced for
a credit due customers of $30.1 million, reflecting higher sales
revenues than forecast, compared with a credit due customers of
$51.3 million in the 1994 period. Electric net revenues for the
twelve months ended September 30, 1995 also include $6 million
earned under the RPC mechanism.
Electric revenues in the 1995 period were enhanced by
approximately $25.2 million as a result of the rate increase in
April 1994. The electric property tax reconciliation and Indian
Point Unit 2 maintenance and outage accounting provisions of the
1992 and 1995 electric rate agreements increased electric net
revenues for the twelve months ended September 30, 1995 compared
with the 1994 period by approximately $45 million and $28
million, respectively; related expenses increased in like amount.
Electric net revenues for the twelve months ended
September 30, 1995 include $72.3 million, compared with $138.7
million for the 1994 period, for incentives earned under the 1992
and 1995 electric rate agreements.
<PAGE>
<PAGE> - 27 -
Electric sales, excluding off-system sales, for the
twelve months ended September 30, 1995 compared with the twelve
months ended September 30, 1994 were:
<TABLE>
Millions of Kwhrs.
Twelve Months Twelve Months
Ended Ended Percent
Description Sept. 30, 1995 Sept. 30, 1994 Variation Variation
<S> <C> <C> <C> <C>
Residential/Religious 10,729 10,681 48 0.5 %
Commercial/Industrial 25,359 25,442 (83) (0.3)%
Other 616 597 19 3.3 %
Total Con Edison Customers 36,704 36,720 (16) 0.0 %
NYPA and Municipal Agency
Sales 9,284 9,110 174 1.9 %
Total Service Area 45,988 45,830 158 0.3 %
</TABLE>
Gas and steam revenues in the 1995 period reflect
rate increases in October 1994 and lower fuel-related revenues
due to lower costs for gas purchased for resale and steam fuel
costs, and decreased sales volume.
For the twelve months ended September 30, 1995 firm
gas sales volume decreased 8.2 percent and steam sales volume
decreased 10.3 percent due to warmer than normal 1995 winter
weather compared to colder than normal 1994 winter weather. Under
the weather normalization clause in the Company's gas tariff,
most weather-related variations in gas sales do not
affect gas revenues.
After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory in the twelve months ended September
30, 1995 increased 1.2 percent. Similarly adjusted, firm gas
sales volume decreased 0.5 percent and steam sales volume
decreased 1.6 percent.
Electric fuel costs decreased $51.0 million in the
1995 period largely because of the Company's increased power
purchases from IPPs; steam fuel costs decreased $24.5 million due
to lower sendout and lower unit cost of fuel. During the 1995
period the Company purchased 59 percent of the electric energy it
generated and purchased compared with 50 percent for the prior
period. Reflecting this increase and the relatively high cost
that the Company is required to pay under its IPP contracts,
purchased power costs increased in the 1995 period by $271.3
million over the 1994 period. Gas purchased for resale decreased
$116.7 million, reflecting principally lower sendout and lower
unit cost of purchased gas.
<PAGE>
<PAGE> - 28 -
Other operations and maintenance expenses decreased
$16.1 million in the twelve months ended September 30, 1995
compared with the 1994 period, due to decreased electric
production and distribution expenses, offset in part by higher
amortization of previously deferred Enlightened Energy program
costs.
Depreciation and amortization increased $29.3 million
principally due to higher plant balances.
Taxes, other than federal income tax, decreased $21.7
million in the twelve months ended September 30, 1995 compared
with the 1994 period primarily due to reduced property taxes
($15.7 million) and revenue taxes ($13.4 million) offset in part
by increases in other taxes ($9.9 million). Federal income tax
decreased $4.1 million for the twelve months ended September 30,
1995 compared with the 1994 period principally due to lower
pre-tax income and adjustments associated with the 1995 electric
rate agreement.
Other income less miscellaneous deductions increased
$9.3 million for the twelve-month period due to increases in
interest and dividend income.
Interest on long-term debt increased $11.9 million
principally as a result of the issuance of new debt. Other
interest charges increased $9.3 million due to a higher interest
rate on customer deposits and interest expense associated with a
sales tax audit settlement.
<PAGE>
<PAGE> - 29 -
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
GRAMERCY PARK
Reference is made to the information under the caption,
"Gramercy Park", in Part I, Item 3, Legal Proceedings, in the
Company's Annual Report on Form 10-K, for the year ended December
31, 1994 and in Part II, Item 1, Legal Proceedings, in the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1995.
SUPERFUND - Metal Bank of America Sites
Reference is made to the information under the caption,
"SUPERFUND - Metal Bank of America Sites", in Part I, Item 3,
Legal Proceedings, in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
In July 1995, EPA issued its proposed site cleanup plan for
public comment. EPA's proposed plan calls for other things, the
removal and disposal of PCB and TPH-contaminated sediments, the
construction of a sheet pile wall along the site's shoreline
area, and the removal and off-site disposal of various site soils
that contain 25 ppm or more of PCB and/or 10,000 ppm or more of
total petroleum hydrocarbons( "TPH"). Although EPA estimated the
cost of its plan at about $17.2 million, the PRP Group believes
that the plan could cost as much as $28.8 million to implement
and has requested EPA to reconsider various aspects of the plan,
including the 10,000 ppm TPH cleanup standard and off-site
disposal requirement for soil located in the southern portion of
the site.
SUPERFUND - C&D Recycling Site
Reference is made to the information under the caption,
"SUPERFUND - C&D Recycling Site", in Part I, Item 3, Legal
Proceedings, in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994.
On October 15, 1995, the Company entered into an EPA
administrative consent order under which it agreed to pay $6,385
in full settlement of all past and future Superfund response
costs for the site. The order will not become effective until it
has been issued for public comment and approved by the United
States Department of Justice.
<PAGE>
<PAGE> - 30 -
SUPERFUND - PCB Treatment, Inc. Sites
Reference is made to the information under the caption,
"SUPERFUND - PCB Treatment, Inc. Sites", in Part I, Item 3, Legal
Proceedings, in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994.
EPA estimates that approximately 1,400 facilities shipped
materials to the sites. In August 1995, EPA served Superfund
information requests on the known PRPs for the sites. The
Company's investigation indicates that it shipped approximately
110,390 pounds of PCB-containing equipment and 96,000 pounds of
PCB-contaminated mineral oil to the 2100 Wyandette Street site.
It shipped approximately 2.63 million pounds of PCB-containing
equipment to the 45 Ewing Street site for processing prior to the
equipment's disposal at off-site facilities. EPA is still
reviewing the PRPs' responses to the information requests and has
not yet issued a waste-in list for the 45 Ewing Street site or
revised its waste-in list for the 2100 Wyandette Street site. In
September 1995, EPA met with PRPs and requested them to conduct
additional studies at the sites under an administrative consent
order. The Company and several other site PRPs are forming a
steering committee for the purpose of negotiating the
administrative consent order with EPA and performing the studies.
The government agency PRPs are expected to join into that order
and help fund the studies.
<PAGE>
<PAGE> - 31 -
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit 4.1 Form of the Company's 6 5/8% Debentures,
Series 1995 A. (Incorporated by reference
to Exhibit 4 to the Company's Current
Report on Form 8-K, dated June 21, 1995, in
Commission File No. 1-1217.)
Exhibit 4.2 Fourth Supplemental Participation Agreement,
dated as of July 1, 1995, supplementing the
Participation Agreement, dated as of
December 1, 1992, between New York State
Energy Research and Development Authority
("NYSERDA") and the Company. (Incorporated by
reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995 in Commission File No.
1-1217.)
Exhibit 4.3 Fourth Supplemental Indenture of Trust,
dated as of July 1, 1995, supplementing and
amending the Indenture of Trust, dated as of
December 1, 1992, between NYSERDA and Marine
Midland Bank, as trustee. (Incorporated by
reference to Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995 in Commission File No.
1-1217.)
Exhibit 10.1 The Consolidated Edison Retirement Plan for
Management Employees, as amended and restated.
Exhibit 10.2 The Con Edison Thrift Savings Plan for Management
Employees and Tax Reduction Act Stock Ownership
Plan, as amended and restated.
Exhibit 10.3 Amendment, dated August 22, 1995, to Employment
Contract, dated May 22, 1990, between the Company
and Eugene R. McGrath.
Exhibit 12 Statement of computation of ratio of earnings to
fixed charges for the twelve-month periods ended
September 30, 1995 and 1994.
<PAGE>
<PAGE> - 32 -
Exhibit 27.1 Financial Data Schedule for the nine-month period
ended September 30, 1995. (To the extent
provided in Rule 402 of Regulation S-T, this
exhibit shall not be deemed "filed", or otherwise
subject to liabilities, or be deemed part of a
registration statement.)
Exhibit 27.2 Restated Financial Data Schedule for the nine-
month period ended September 30, 1994. (To the
extent provided in Rule 402 of Regulation S-T,
this exhibit shall not be deemed "filed", or
otherwise subject to liabilities, or be deemed
part of a registration statement.)
(b) REPORTS ON FORM 8-K
The Company filed no Current Reports on Form 8-K during the
quarter ended September 30, 1995.
<PAGE>
<PAGE> - 33 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
DATE: November 9, 1995 Raymond J. McCann
Raymond J. McCann
Executive Vice President,
Chief Financial Officer and
Duly Authorized Officer
DATE: November 9, 1995 Joan S. Freilich
Joan S. Freilich
Vice President, Controller and
Chief Accounting Officer
<PAGE>
<PAGE>
INDEX TO EXHIBITS
SEQUENTIAL PAGE
EXHIBIT NUMBER AT WHICH
NO. DESCRIPTION EXHIBIT BEGINS
4.1 Form of the Company's 6 5/8% Debentures,
Series 1995 A. (Incorporated by reference
to Exhibit 4 to the Company's Current
Report on Form 8-K, dated June 21, 1995, in
Commission File No. 1-1217.)
4.2 Fourth Supplemental Participation Agreement,
dated as of July 1, 1995, supplementing the
Participation Agreement, dated as of
December 1, 1992, between New York State
Energy Research and Development Authority
("NYSERDA") and the Company. (Incorporated by
reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995 in Commission File No.
1-1217.)
4.3 Fourth Supplemental Indenture of Trust,
dated as of July 1, 1995, supplementing and
amending the Indenture of Trust, dated as of
December 1, 1992, between NYSERDA and Marine
Midland Bank, as trustee. (Incorporated by
reference to Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995 in Commission File No.
1-1217.)
10.1 The Consolidated Edison Retirement Plan for
Management Employees, as amended and restated.
10.2 The Con Edison Thrift Savings Plan for Management
Employees and Tax Reduction Act Stock Ownership
Plan, as amended and restated.
10.3 Amendment, dated August 22, 1995, to Employment
Contract, dated May 22, 1990, between the Company
and Eugene R. McGrath.
12 Statement of computation of ratio of earnings to
fixed charges for the twelve-month periods ended
September 30, 1995 and 1994.
<PAGE>
<PAGE>
27.1 Financial Data Schedule for the nine-month period
ended September 30, 1995. (To the extent
provided in Rule 402 of Regulation S-T, this
exhibit shall not be deemed "filed", or otherwise
subject to liabilities, or be deemed part of a
registration statement.)
27.2 Restated Financial Data Schedule for the nine-
month period ended September 30, 1994. (To the
extent provided in Rule 402 of Regulation S-T,
this exhibit shall not be deemed "filed", or
otherwise subject to liabilities, or be deemed
part of a registration statement.)
<PAGE>
<PAGE>
The Consolidated Edison
Retirement Plan for Management Employees
_________________________________________________________________
_________________________________________________________________
As Amended and Restated Effective as of January 1, 1989
Except as Otherwise Noted
10/18/95
<PAGE>
<PAGE>
THE CONSOLIDATED EDISON RETIREMENT PLAN
FOR MANAGEMENT EMPLOYEES
TABLE OF CONTENTS
Page No.
1. INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS AND GUIDE TO CONSTRUCTION. . . . . . . . . . 2
A. Definitions. . . . . . . . . . . . . . . . . . . . . 2
B. Guide to Construction. . . . . . . . . . . . . . . 13
3. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . 14
A. Application of the Management Plan . . . . . . . . 14
B. Maximum Age for Participation. . . . . . . . . . . 14
4. MANDATORY RETIREMENT . . . . . . . . . . . . . . . . . 14
5. ELIGIBILITY FOR A RETIREMENT PENSION . . . . . . . . . 14
A. Retirement at Age 60 or Later. . . . . . . . . . . 14
B. Early Optional Retirement. . . . . . . . . . . . . 15
C. Retirement or Termination for Disability . . . . . 15
D. Termination of Service in the Discretion of
the Company and Voluntary Termination. . . . . . . 16
E. Cash-Out of Deferred Pension . . . . . . . . . . . 16
F. Repayment of Cash-Out. . . . . . . . . . . . . . . 16
G. Age and Service Required for a
Retirement Pension . . . . . . . . . . . . . . . . 17
H. Entitlement to Retirement Benefits . . . . . . . . 17
6. SURVIVING SPOUSE BENEFITS; OPTIONAL TEN YEAR CERTAIN
PENSION . . . . . . . . . . . . . . . . . . . . . . . 17
A. Joint & Survivor Annuity . . . . . . . . . . . . . 17
B. Preretirement Surviving Spouse Benefits. . . . . . 17
C. Marriage Requirements for Surviving
Spouse Benefits. . . . . . . . . . . . . . . . . . 18
D. Optional Ten Year Certain Pension
For Unmarried Retirees . . . . . . . . . . . . . . 18
E. Optional Ten Year Certain Pension
For Married Retirees . . . . . . . . . . . . . . . 19
F. Optional Ten Year Certain Pension For Former
Participants
- i - 10/18/95
<PAGE>
<PAGE>
THE CONSOLIDATED EDISON RETIREMENT PLAN
FOR MANAGEMENT EMPLOYEES
TABLE OF CONTENTS
Page No.
Eligible For Deferred Pensions
Under Paragraph 5 C(1) . . . . . . . . . . . 20
7. VESTING . . . . . . . . . . . . . . . . . . . . . . . 20
A. Vested Rights . . . . . . . . . . . . . . . . . . 20
B. Accrued Pension . . . . . . . . . . . . . . . . . 21
C. Conditions Under Which Vested Benefits
Will Not Be Paid. . . . . . . . . . . . . . . . . 21
8. SERVICE CREDIT. . . . . . . . . . . . . . . . . . . . 21
A. Determination of Vesting Service. . . . . . . . . 21
B. Determination of Accredited Service
for Computation of a Pension. . . . . . . . . . . 22
C. Other Service Recognized for Vesting
or Computation of a Pension . . . . . . . . . . . 23
D. Additional Rules for Accumulation of
Service Credit . . . . . . . . . . . . . . . . . 23
9. EFFECTIVE DATE OF RETIREMENT AND COMMENCEMENT
OF BENEFIT PAYMENTS . . . . . . . . . . . . . . . . . 25
10. COMPUTATION OF BENEFITS . . . . . . . . . . . . . . . 27
A. Computation of Annual Pension. . . . . . . . . . 27
B. Computation of Pension, Annuities,
or Benefits Based Upon Annual Pension. . . . . . 28
C. 1993 Special Retirement Program. . . . . . . . . 35
D. Fresh Start. . . . . . . . . . . . . . . . . . . 36
11. LIMITATION OF BENEFITS AND DEDUCTIONS FROM BENEFITS . 36
A. Maximum Benefits . . . . . . . . . . . . . . . . 36
B. Minimum Benefits . . . . . . . . . . . . . . . . 40
C. Deductions for Pension or Benefits
Under Other Pension Plans. . . . . . . . . . . . 40
D. Limitation of Deductions . . . . . . . . . . . . 41
E. Pre-July 1, 1989 Transfers . . . . . . . . . . . 41
F. Post-June 30, 1989 Transfers . . . . . . . . . . 42
12. PAYMENT OF BENEFITS . . . . . . . . . . . . . . . . . 42
- ii - 10/18/95
<PAGE>
<PAGE>
THE CONSOLIDATED EDISON RETIREMENT PLAN
FOR MANAGEMENT EMPLOYEES
TABLE OF CONTENTS
Page No.
A. Manner of Payment of Benefits. . . . . . . . . . 42
B. Termination of Payments. . . . . . . . . . . . . 43
C. Direct Rollover of Certain Distributions . . . . 44
13. ASSIGNMENT OR NON-ALIENATION OF BENEFITS. . . . . . . 45
14. NO RIGHT TO EMPLOYMENT. . . . . . . . . . . . . . . . 45
15. TRUST FUND. . . . . . . . . . . . . . . . . . . . . . 45
16. CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 46
A. Payment of Contributions. . . . . . . . . . . . . 46
B. Funding Policy Procedure and Amount
of Contributions. . . . . . . . . . . . . . . . . 46
C. Payment of Expenses . . . . . . . . . . . . . . . 46
D. Restrictions on Recovery by Company
of Contributions. . . . . . . . . . . . . . . . . 46
E. Management Plan is Non-Contributory . . . . . . . 47
17. FIDUCIARIES . . . . . . . . . . . . . . . . . . . . . 47
A. Named Fiduciaries . . . . . . . . . . . . . . . . 47
B. Fiduciary Responsibilities. . . . . . . . . . . . 48
C. General Provisions Concerning Fiduciaries . . . . 49
18. POWERS AND DUTIES OF PLAN ADMINISTRATOR . . . . . . . 49
A. Rules and Decisions . . . . . . . . . . . . . . . 49
B. Records and Reports . . . . . . . . . . . . . . . 50
C. Other Plan Administrator Powers and Duties. . . . 50
19. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . 51
A. Restriction on Powers . . . . . . . . . . . . . . 51
B. Ascertainment of Benefits . . . . . . . . . . . . 51
C. Claims. . . . . . . . . . . . . . . . . . . . . . 51
D. Records . . . . . . . . . . . . . . . . . . . . . 52
- iii - 10/18/95
<PAGE>
<PAGE>
THE CONSOLIDATED EDISON RETIREMENT PLAN
FOR MANAGEMENT EMPLOYEES
TABLE OF CONTENTS
Page No.
20. TERMINATION OR MODIFICATION OF THE MANAGEMENT PLAN. . 52
A. Right to Terminate or Modify. . . . . . . . . . . 52
B. Rights Upon Termination . . . . . . . . . . . . . 52
21. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 53
A. Merger or Consolidation . . . . . . . . . . . . . 53
B. Limitation of Benefits Payable to
Highly Compensated Employees. . . . . . . . . . . 53
C. Forfeitures . . . . . . . . . . . . . . . . . . . 54
22. TOP-HEAVY PROVISIONS. . . . . . . . . . . . . . . . . 54
23. RETIREE HEALTH PROGRAM ("PROGRAM"). . . . . . . . . . 58
A. Effective Date. . . . . . . . . . . . . . . . . . 58
B. Benefits Provided . . . . . . . . . . . . . . . . 58
C. Participants' Contributions . . . . . . . . . . . 58
D. Funding . . . . . . . . . . . . . . . . . . . . . 59
E. Eligibility and Enrollment. . . . . . . . . . . . 59
F. Limitations and Restrictions. . . . . . . . . . . 61
G. Termination or Modification . . . . . . . . . . . 61
24. COST-OF-LIVING ADJUSTMENTS. . . . . . . . . . . . . . 61
A. Effective Date. . . . . . . . . . . . . . . . . . 61
B. Eligibility . . . . . . . . . . . . . . . . . . . 62
C. Pensions and Annuities Adjusted Annually. . . . . 62
D. Percentage of Adjustment. . . . . . . . . . . . . 62
E. Limitation on Adjustments . . . . . . . . . . . . 62
F. Index . . . . . . . . . . . . . . . . . . . . . . 63
G. Cash-Outs . . . . . . . . . . . . . . . . . . . . 63
- iv - 10/18/95
<PAGE>
<PAGE>
THE CONSOLIDATED EDISON RETIREMENT PLAN
FOR MANAGEMENT EMPLOYEES
TABLE OF CONTENTS
Page No.
APPENDIX I - RETIREE HEALTH PROGRAM . . . . . . . . . . . . 64
PART A - BENEFITS. . . . . . . . . . . . . . . . . 64
I. HOSPITAL/MEDICAL BENEFITS. . . . . . . . 64
II. PRESCRIPTION DRUG BENEFITS . . . . . . . 70
III. VISION CARE BENEFITS. . . . . . . . . . 72
IV. MODIFICATION OR TERMINATION OF PROGRAM . 75
PART B - COSTS . . . . . . . . . . . . . . . . . . 76
ACTUARIAL TABLES
Table A . . . . . . . . . . . . . . . . . . . . . . . 78
Table B . . . . . . . . . . . . . . . . . . . . . . . 79
Table C . . . . . . . . . . . . . . . . . . . . . . . 80
Table D . . . . . . . . . . . . . . . . . . . . . . . 81
Table E . . . . . . . . . . . . . . . . . . . . . . . 86
Table F . . . . . . . . . . . . . . . . . . . . . . . 87
- v - 10/18/95
<PAGE>
<PAGE>
The Consolidated Edison
Retirement Plan for Management Employees
________________________________________
1. INTRODUCTION
Effective January 1, 1983, The Consolidated Edison
Retirement Plan for Management Employees (the "Management Plan")
has been adopted by Consolidated Edison Company of New York, Inc.
(the "Company"). The Management Plan establishes the bases upon
which certain benefits, including benefits for service prior to
January 1, 1983, will be provided to employees of the Company on
the management payroll of the Company on or after December 31,
1982, to employees who retired prior to that date as management
employees, and to the eligible surviving spouses of such
employees. Effective January 1, 1983, the Company has amended
The Consolidated Edison Pension and Benefits Plan (the "Weekly
Plan"), which has heretofore included as participants the
employees to be covered by the Management Plan. The Weekly Plan
has been amended so as to avoid duplication of benefits and
coverage. The Management Plan and the Weekly Plan, as amended,
make provision for employees who transfer from the management to
the weekly payroll, or vice-versa.
The Management Plan is intended to qualify under the
requirements of the Internal Revenue Code and to comply with the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), any amendments thereto and regulations thereunder;
with the provisions of the Age Discrimination in Employment Act
Amendments of 1978, any amendments thereto and regulations
thereunder; and any other applicable Federal law and regulations.
Effective as of January 1, 1988, the Management Plan is
amended to provide service and benefit accrual beyond Normal
Retirement Age, and to permit persons becoming Employees after
age sixty (60) to participate in the Management Plan and become
entitled to a pension upon attaining Normal Retirement Age. Such
amendments have retroactive effect for all eligible Employees who
terminate their employment with the Company during or after the
month of December 1987. However, the rights of Employees who
terminate employment with the Company prior to December 1987
shall be determined solely by the provisions of the Management
Plan in effect on the date of their termination.
10/18/95
<PAGE>
<PAGE>
On December 28, 1994, the Management Plan was amended and
restated in its entirety, effective as of January 1, 1994 except
as otherwise provided therein. The Management Plan, as so
amended and restated was submitted to the Internal Revenue
Service for a determination of its qualified status. Following
consideration of comments made by the Internal Revenue Service
after its review of the Plan, to change the effective date of the
amended and restated Plan, update the factors in Tables C and D
and fix an incorrect reference, the Management Plan is amended
and restated in its entirety, as amended through October 18,
1995. Except as otherwise provided herein, this amendment and
restatement is effective as of January 1, 1989, and applies to
Employees who have Management Service on or after that date.
Except as so provided, the rights and benefits of other Employees
shall be governed by the prior provisions of the Management Plan.
2. DEFINITIONS AND GUIDE TO CONSTRUCTION
A. Definitions
Accredited Service - (a) for service prior to
January 1, 1976, the period of employment by the Company and (b)
for service after December 31, 1975, either: (1) the aggregate
period of employment by the Company prior to Normal Retirement
Date for Employees who terminate such employment prior to
December 1987, or (2) the aggregate period of employment by the
Company to retirement or other termination for Employees who
terminate such employment during or after December 1987;
provided, however, that, unless a Cash-Out or an immediate
pension is elected, a period between cessation of active
employment with the Company by reason of Disability and the
earlier of the end of the Disability or the attainment of Normal
Retirement Age shall also be included in Accredited Service.
Annual Basic Straight-Time Compensation - The
Employee's regular stated rate of pay in the Employee's last pay
period in each calendar year, but shall not include premium
payments, overtime payments, payments under deferred
compensation, incentive or other Company benefit or compensation
plans, or similar payments. In the case of an hourly paid
Employee, the Annual Basic Straight-Time Compensation will be
determined by multiplying the Employee's hourly rate by the
Employee's regular weekly schedule of hours multiplied by
fifty-two (52). Annual Basic Straight-Time Compensation shall be
2 10/18/95
<PAGE>
<PAGE>
determined without any deduction for "Pre-Tax Contributions" or
"After-Tax Contributions" made by the Employee pursuant to the
Con Edison Thrift Savings Plan for Management Employees or for
allocations made by or on behalf of the Employee to a Dependent
Care Reimbursement Account and/or a Health Care Reimbursement
Account pursuant to the Con Edison Flexible Reimbursement Account
Plan. However, effective on and after January 1, 1989 and before
January 1, 1994, Annual Basic Straight-Time Compensation taken
into account for any purpose under the Management Plan shall not
exceed $200,000 per year. Except as provided below, as of
January 1 of each calendar year on and after January 1, 1990 and
before January 1, 1994, the applicable limitation as determined
by the Commissioner of Internal Revenue for that calendar year
shall become effective as the maximum Annual Basic Straight-Time
Compensation to be taken into account for Management Plan
purposes for that calendar year only in lieu of the $200,000
limitation set forth above. Commencing with the Plan Year
beginning in 1994, Annual Basic Straight-Time Compensation taken
into account for any purpose under the Management Plan shall not
exceed $150,000. If for any calendar year after 1994, the cost-
of-living adjustment described in the following sentence is equal
to or greater than $10,000, then the limitation (as previously
adjusted hereunder) for any Plan Year beginning in any subsequent
calendar year shall be increased by the amount of such cost-of-
living adjustment, rounded to the next lowest multiple of
$10,000. The cost-of-living adjustment shall equal the excess of
(i) $150,000 increased by the adjustment made under Section
415(d) of the Code for the calendar year except that the base
3 10/18/95
<PAGE>
<PAGE>
period for purposes of Section 415(d)(1)(A) of the Code shall be
the calendar quarter beginning October 1, 1993 over (ii) the
annual dollar limitation in effect for the Plan Year beginning in
the calendar year.
In determining the Annual Basic Straight-Time Compensation
of an Employee for purposes of the aforementioned limitations, if
any individual is a member of the family of a 5-percent owner or
of a Highly Compensated Employee in the group consisting of the
10 Highly Compensated Employees paid the greatest compensation
during the year, then (i) such individual shall not be considered
as a separate employee and (ii) any Annual Basic Straight-Time
Compensation paid to such individual (and any applicable benefit
on behalf of such individual) shall be treated as if it were paid
to (or on behalf of) the 5-percent owner or Highly Compensated
Employee; provided, however, that the aforementioned term
"family" shall include only the spouse of the Employee and any
lineal descendants of the Employee who have not attained age 19
before the close of the year. If, as a result of the application
of the foregoing family aggregation rules, the applicable
limitation is exceeded, then the limit shall be prorated among
the affected individuals in proportion to each such individual's
Annual Basic Straight-Time Compensation as determined hereunder
prior to the application of the limit.
Annuity - A payment made monthly for the life of the
recipient.
Annuity Starting Date - Unless the Management Plan
expressly provides otherwise, the first day of the first period
for which an amount is due as an annuity or in any other form.
4 10/18/95
<PAGE>
<PAGE>
Beneficiary - A lawful spouse of a married
Participant or one or more eligible persons duly designated by a
Participant, who is, are or may become eligible for benefits
under the Management Plan.
Benefit Accrual Computation Period - The Plan Year
beginning January 1, 1976 and on each January 1st thereafter.
Break in Service - A period of 12 or more consecutive
months, commencing on a Participant's date of Severance from
Service and ending on the first anniversary of such date, during
which the Participant fails to perform an Hour of Service. Upon
incurring a Break in Service, a Participant's benefits under this
Plan shall be determined using his Accredited Service at the time
the Break in Service is incurred.
Cash-Out - The lump sum distribution, prior to Normal
Retirement Date at the election of the Participant, of the
actuarial equivalent of one hundred percent (100%) of his
nonforfeitable accrued pension benefits under the Management
Plan.
Code - The Internal Revenue Code of 1986, as amended
from time to time.
Defined Benefit Plan - A "defined benefit plan" as
defined in Section 414(j) of the Code which is maintained by the
Company for Employees.
Defined Contribution Plan - A "defined contribution
plan" as defined in Section 414(i) of the Code which is
maintained by the Company for Employees.
Disability - Total and permanent disability which
qualifies the Participant to receive Social Security disability
benefits.
5 10/18/95
<PAGE>
<PAGE>
Employee - Any person employed by the Company.
Final Average Salary - The average of Annual Basic
Straight-Time Compensation, to the nearest whole dollar, for the
sixty (60) consecutive months of Accredited Service out of the
last one hundred twenty (120) months of Accredited Service which
produce the highest average. For purposes of this definition
only, a Break in Service shall be ignored and months of
Accredited Service separated by a Break in Service shall be
deemed consecutive.
Highly Compensated Employee - An Employee classified
as a highly compensated employee as determined under Section
414(q) of the Code and any regulations thereunder.
Notwithstanding the foregoing, for each Plan Year the Plan
Administrator may elect to determine the status of Highly
Compensated Employees under the simplified snapshot method
described in IRS Revenue Procedure 93-42.
Hour of Service - Each Employee will be credited with
an hour of service for:
(1) (a) Each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Company for the
performance of duties and as provided for in paragraph 8 C. These
hours shall be credited to the Employee for the computation
period or periods in which the duties are performed; and
(b) Each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Company for
reasons (such as vacation, sickness or disability) other than for
6 10/18/95
<PAGE>
<PAGE>
the performance of duties. These hours shall be credited to the
Employee for the computation period or periods in which payment
is made or amounts payable to the Employee become due; and
(c) Each hour for which back pay, irrespective of
mitigation of damage, has been either awarded or agreed to by the
Company. These hours shall be credited to the Employee for the
computation period or periods to which the award or agreement
pertains rather than the computation period in which the award,
agreement or payment was made; and
(2) the following equivalencies shall be used for the
purpose of crediting hours of service for those Participants for
whom hours of service are not maintained:
(a) one day of employment equals ten (10) Hours of
Service
(b) one week of employment equals forty-five (45) Hours
of Service
(c) one month of employment equals one hundred and
ninety (190) Hours of Service.
For purposes of crediting hours for non-performance of
duties, such hours shall be credited in accordance with
Department of Labor Regulation 2530. 200 b - 2 (c).
Layoff (or laid off) - As used in the Management
Plan, shall mean the separation of an Employee from the active
payroll for lack of work or such other reason, in no way the
fault of the Employee, as may be determined by the Company.
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Leased Employee - Any person who in accordance with
an agreement between the Company and any other person has
performed services of a type historically performed by employees
in the public utility industry, on a substantially full-time
basis for a period of at least one year. A Leased Employee shall
be treated as an employee of the Company but shall not be
eligible for participation in the Management Plan.
Management Employee - An Employee on the Company's
management payroll.
Management Service - (a) Accredited Service as a
Management Employee on or after January 1, 1983.
(b) Accredited Service prior to January 1, 1983 by an
Employee who was a Management Employee on December 31, 1982.
(c) Accredited Service prior to termination by an
Employee whose employment by the Company terminated prior to
January 1, 1983 and who was a Management Employee at the time of
such termination.
1983-1989 Participants - (a) Participants in the
Management Plan who (i) were first hired by the Company on or
after January 1, 1983 and (ii) were on the Company's active
payroll at any time during the period from January 1, 1989
through December 31, 1989, and (b) Participants who (i) were
first hired by the Company on or after January 1, 1983, (ii) were
on the Company's active payroll at any time, and terminated with
vested rights, during the period from January 1, 1989 through
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December 31, 1989, and (iii) are thereafter reemployed and either
regain their vested rights pursuant to paragraph 5 F or did not
begin to receive a pension hereunder prior to such reemployment.
Normal Retirement Age - The later of the
Participant's attaining age sixty-five (65) and the fifth
anniversary of the Participant's participation in the Management
Plan.
Normal Retirement Date - The first day of the month
immediately following the later of the Participant's attainment
of age sixty-five (65) and the fifth anniversary of the
Participant's participation in the Management Plan.
One Year Break in Service - Any Vesting Computation
Period in which a Participant has not completed more than 500
Hours of Service.
Participant - Effective January 1, 1988, an Employee,
or a former Employee with a vested right, who is or becomes
eligible for benefits under the Management Plan.
Pension - A payment made monthly for life to an
eligible Participant.
Plan Year - A twelve month period beginning January
1, 1976 and on each January 1st thereafter.
Post-1989 Participants - Participants in the
Management Plan who are first hired by the Company on or after
January 1, 1990.
Pre-1983 Participants - (a) Participants in the
Management Plan who were in the employ of the Company on December
31, 1982 and were on the Company's active payroll at any time
during the period from January 1, 1989 through December 31, 1989,
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and (b) Participants who terminated with vested rights prior to
December 31, 1982, are reemployed after the date, and either
regain their vested rights pursuant to paragraph 5 F or did not
begin to receive a pension hereunder prior to such reemployment.
Projected Retirement Date - For Participants whose
age plus Accredited Service total at least seventy-five (75) at
date of retirement or termination, the later of:
(a) The first day of the month following actual
retirement or termination.
(b) The first day of the month following attainment of
age sixty-two (62).
For Participants whose age plus Accredited Service
total less than seventy- five (75) at date of retirement or
termination, Projected Retirement Date is the first day of the
month following attainment of age sixty-five (65).
Projected Service - The total of all Management
Service for a Participant assuming he continued in employment
with the Company as a Management Employee to Projected Retirement
Date.
Service - Service as an Employee.
Severance from Service - The earlier of:
(a) the date on which an Employee quits, is
discharged, retires or dies, and
(b) the date 12 months following the first date on
which an Employee is absent for any reason other than quit,
discharge, retirement or death.
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Social Security Benefit - The estimated amount of
annual primary insurance benefit payable at age sixty-five (65)
under Title II of the Federal Social Security Act, as determined
under reasonable rules uniformly applied in accordance with the
terms of the Management Plan, on the basis of such Act as in
effect at the time of retirement or other termination, to which a
Participant is or would be entitled, even if the Participant does
not receive such benefit because of his failure to apply or
because he is ineligible by reason of earnings he may be
receiving. In determining the Participant's Social Security
Benefit in the event of retirement or termination at or after age
sixty-two (62), it shall be assumed that the Participant has no
further covered earnings after termination of employment. In
determining the Participant's Social Security Benefit in the
event of retirement or termination prior to age sixty-two (62),
it shall be assumed that the Participant continued in service to
age sixty-five (65) at his or her Annual Basic Straight-Time
Compensation at the termination of the Participant's employment
with the Company. If a cost-of- living increase in Social
Security benefits has been put into effect within the 12-month
period preceding the date of determination and such increase
exceeds 3%, it is assumed that the increase is being phased in
over 12 months, beginning with the effective date of the
increase, at the rate of 1/12th of the increase per month. Actual
earnings reported on Form W-2 shall be used for calculating each
Participant's Social Security Benefit. For Participants whose
actual W-2 earnings are not available the Plan Administrator
shall adopt and utilize rules and procedures for estimating such
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earnings, provided, however, that any backwards salary scale
projection shall utilize a level percentage per year of not less
than 6%. All Participants shall be notified of their right to
provide their actual salary history from the Social Security
Administration, and of their right to have their benefits
adjusted to reflect a Social Security Benefit based on actual
salary history. Such notice shall also advise Participants that
their Social Security Benefit will be based on salary estimates
calculated by the Company, if they fail to provide actual salary
history. This notice shall be included in the Summary Plan
Description of the Management Plan, and shall also be furnished
to each Participant not later than the later of his Severance
from Service or notification to the Participant of his benefits.
Social Security Retirement Age - Social Security
Retirement Age means age 65 in the case of a Participant born
before January 1, 1938, age 66 for a Participant born after
December 31, 1937 but before January 1, 1955, and age 67 for a
Participant born after December 31, 1954.
Social Security Taxable Wage Base - The contribution
and benefit base in effect under Section 230 of the Social
Security Act at the beginning of the Plan Year in which the
Participant's termination of employment occurs.
Total Salary - The aggregate of the Annual Basic
Straight-Time Compensation, to the nearest whole dollar, of an
Employee for his years of Management Service, not to exceed the
last thirty (30) years of employment, provided, however, that
only years of employment prior to Normal Retirement Date shall be
included for this purpose in the case of an Employee who
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terminates employment with the Company prior to December 1987.
The Annual Basic Straight-Time Compensation for any period of
Management Service shall be considered to be not less than such
compensation as was applicable to the Employee for the fourteenth
(14th) accredited calendar year prior to the calendar year of his
retirement, but in no event less than three thousand dollars
($3,000); and for an Employee whose Annual Basic Straight-Time
Compensation at the time of retirement is at a rate of three
thousand dollars ($3,000) or less, the Annual Basic Straight-Time
Compensation for any period of Management Service shall be
considered to be not less than an annual amount determined at the
rate of his Annual Basic Straight-Time Compensation at the time
of retirement.
Vesting Computation Period - The Plan Year beginning
January 1, 1976 and on each January 1st thereafter.
Vesting Service - Year of Vesting Service - A Plan
Year during which an Employee has completed at least 1000 Hours
of Service, or as provided in paragraph 8 A(1)(b).
Weekly Employee - An Employee on the Company's weekly
payroll.
Weekly Service - Accredited Service other than
Management Service.
B. Guide to Construction
(1) The masculine gender, where appearing in the
Management Plan, shall be deemed to include the feminine gender.
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3. PARTICIPATION
A. Application of the Management Plan
If the effective date of a Participant's retirement, as
determined under paragraph 9, shall be prior to January 1, 1983,
the benefits to which the Participant shall be entitled shall be
determined under The Consolidated Edison Pension and Benefits
Plan as amended through December 31, 1982. The benefits to which
all other Participants shall be entitled shall be determined
under the Management Plan as in effect at the time of the
Participant's termination of employment, and such benefits shall
not be affected by the terms of any amendments to the Management
Plan adopted or effective after the Participant's termination of
employment unless otherwise expressly provided by the amendment
or otherwise required by law.
B. Maximum Age for Participation
Effective January 1, 1988, there is no maximum age at which
an Employee may commence participation in the Management Plan.
Any Employee who is on the Company's Management payroll on
January 1, 1988 shall be a Participant in the Management Plan for
all purposes with respect to all service with the Company before,
on and after January 1, 1988, regardless of such Employee's age
at the time his employment commenced.
4. MANDATORY RETIREMENT
Any Employee who is exempt from the provisions of The Age
Discrimination in Employment Act of 1967, as heretofore and
hereafter amended (because he or she is employed in a bona fide
executive or a high policy making position and otherwise
satisfies the conditions permitting exemption), may be
mandatorily retired from the service of the Company after
attaining Normal Retirement Age, and each such Employee's
Mandatory Retirement Date shall be his Normal Retirement Date.
Each Employee not subject to the foregoing paragraph who
shall attain age 70 on or before December 31, 1985 shall be
retired from Service on the last day of the month in which age 70
is attained, and each such Employee's Mandatory Retirement Date
shall be the first day of the month following his attainment of
age 70.
5. ELIGIBILITY FOR A RETIREMENT PENSION
A. Retirement at Age 60 or Later
A Participant who shall have completed such years of
Accredited Service which when added to his years of age total not
less than seventy-five (75), and who shall have attained the age
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of 60 years, shall, upon filing a written application with the
Company, be retired hereunder from the service of the Company and
be entitled to a pension computed in accordance with paragraph 10
B(1). Such election shall not be revocable on or after the
Participant's Annuity Starting Date.
B. Early Optional Retirement
A Participant who shall have attained an age which when
added to his years of Accredited Service shall total not less
than seventy-five (75) shall, upon filing a written application
with the Company, be retired from the service of the Company and
be entitled to a pension computed in accordance with paragraph 10
B(2). Such election shall not be revocable on or after the
Participant's Annuity Starting Date.
C. Retirement or Termination for Disability
(1) A Participant, prior to having attained Normal
Retirement Age, whose active employment with the Company ceases
because of Disability, shall be eligible for a deferred pension
beginning at Normal Retirement Age if the Participant was a
Management Employee at the time of such cessation. Such pension
will be determined as if such Participant had been continuously
employed as a Management Employee for the period from such
cessation to the earlier of the end of the Disability or Normal
Retirement Age at the Annual Basic Straight-Time Compensation in
effect during the last pay period prior to such cessation. A
Participant who is eligible for a deferred pension under this
paragraph 5 C(1) may, if eligible, instead elect a benefit under
paragraph 5 C(2).
(2) A Participant who becomes disabled, but does not
qualify for Social Security disability benefits may, if the
Company shall so determine, be retired or terminated from the
service of the Company. (i) Effective September 1, 1992, if such
Participant becomes disabled after attaining age fifty (50) and
completing at least twenty (20) years of Service, such
Participant shall be entitled to an immediate pension calculated
under paragraph 10 B. based upon Total Salary or Final Average
Salary, as the case may be, and years of Accredited Service to
the date of retirement or termination for disability, but without
reduction because such pension shall commence earlier than age
sixty (60). (ii) If such disabled Participant is not entitled to
an unreduced pension under (i), the Participant may be eligible
for a disability annuity pursuant to paragraph 10 B(3) or a
deferred pension (or a Cash-Out of his deferred pension)
depending on his age and years of Accredited Service, as
hereinafter provided.
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D. Termination of Service in the Discretion of the Company
and Voluntary Termination
A Participant who acquires a vested right to his accrued
pension prior to having attained Normal Retirement Age, and who
terminates voluntarily or whose service is terminated by the
Company will be eligible for a pension if his age plus years of
Accredited Service shall total not less than seventy-five (75),
or a deferred pension (or a Cash-Out of his deferred pension) if
his age plus years of Accredited Service shall total less than
seventy-five (75).
E. Cash-Out of Deferred Pension
A Participant whose age plus years of Accredited Service
equal less than seventy-five (75) and who on termination of
service with the Company has vested rights, may, in lieu of a
deferred pension, elect a Cash-Out or an immediate annuity of the
value of his pension payable at the attainment of Normal
Retirement Age. A Participant who elects a Cash-Out and who is
married at the time of his Annuity Starting Date must provide his
spouse's written consent to the Cash-Out, on a form furnished by
the Plan Administrator which consent must be witnessed by a
Notary Public. Any such election of a Cash-Out or an immediate
annuity and any spousal consent must be made not more than 90
days nor less than 30 days before the Participant's Annuity
Starting Date.
F. Repayment of Cash-Out
A Participant who has Cashed-Out his vested rights and is
subsequently reemployed may regain his vested rights for the
period of Service on which the Cash-Out was based by paying to
the trust the full amount of such Cash-Out with interest at the
rate of interest used for actuarial valuation of the Management
Plan at the time of the Cash-Out, compounded annually from the
date of Cash-Out to the date of repayment. However, in no event
shall such interest rate exceed 120% of the Federal mid-term rate
in effect at the beginning of the Plan Year in which the
repayment is made. Such Participant may make all or part of such
repayment by making a rollover contribution, as defined in
Section 408(d)(3) of the Code, of cash only from an Individual
Retirement Account and/or a transfer of cash only from another
plan qualified under Section 401(a) of the Code.
Vested right for any of such prior Service will be suspended
until the Cash-Out is fully repaid. However, any of the years of
Accredited Service following reemployment will be vested.
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G. Age and Service Required for a Retirement Pension
Except as otherwise provided under paragraph 5 C, only a
Participant whose age plus years of Accredited Service equals not
less than seventy-five (75) or a Management Employee who attains
Normal Retirement Age shall be entitled to retire and receive a
retirement Pension under the Management Plan. For any purposes
under the Management Plan for which it is necessary to determine
whether a Participant's age plus years of Accredited Service
equals seventy-five (75) or more, the Participant's age and years
of Accredited Service shall each be rounded to the nearest whole
number.
H. Entitlement to Retirement Benefits
A Participant shall become one hundred percent (100%)
nonforfeitably vested in his accrued benefits upon his attainment
of Normal Retirement Age, regardless of his Years of Vesting
Service at that time.
6. SURVIVING SPOUSE BENEFITS; OPTIONAL TEN YEAR CERTAIN PENSION
A. Joint & Survivor Annuity
Each Participant who retires under the Management Plan shall
be entitled to receive a Pension calculated under paragraph 10
and upon such retired Participant's death, his surviving spouse,
if any, who meets the requirements set forth in paragraph 6 C.
below shall be entitled to receive an Annuity commencing the
first day of the month following the death. The amount of the
Annuity shall be calculated under paragraph 10 B(4) unless the
Participant has elected the Optional Ten Year Certain Pension
provided below. There shall be no reduction in the Participant's
Pension to provide the surviving spouse Annuity.
B. Preretirement Surviving Spouse Benefits
( i) The surviving spouse of a Participant on the active
payroll or on leave of absence for any reason whose age together
with years of Accredited Service total seventy-five (75) or more,
and the surviving spouse of a Participant who is a former
Employee eligible for an immediate Pension under paragraph 5 D or
5 G, shall be entitled to receive a preretirement survivor
Annuity upon the death of the Participant before commencement of
a Pension. The amount and commencement of payment of the
preretirement survivor Annuity shall be determined as provided
under paragraph 10 B(5)(i).
( ii) The surviving spouse of a Participant on the active
payroll or on leave of absence for any reason whose age together
with years of Accredited Service total less than seventy-five
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(75), and the surviving spouse of a Participant who is a former
Employee eligible for a deferred pension under paragraph 5 D and
whose age at death together with years of Accredited Service
total less than seventy-five (75), shall be entitled to receive
the preretirement survivor benefit as provided under paragraph 10
B(5)(ii).
(iii) For purposes of calculating the preretirement
surviving spouse benefits provided under paragraphs 6 B(i) and
(ii) above, there shall be no reduction in the amount of the
deceased Participant's Pension which is the basis for such
calculation.
C. Marriage Requirements for Surviving Spouse Benefits
(a) In order to qualify for a survivor Annuity upon the
death of a retired Participant who has commenced to receive a
Pension under the Management Plan, a spouse must have been
lawfully married to the retired Participant on the Participant's
Annuity Starting Date and must survive the retired Participant.
(b) In order to qualify for a preretirement survivor
benefit under paragraph 6 B above, a deceased Participant's
spouse must have been lawfully married to the deceased
Participant on the date of death, and must survive the deceased
Participant.
(c) The Plan Administrator may request evidence of marriage
from any surviving spouse, and payments of surviving spouse
benefits shall not commence until satisfactory evidence is
provided by or on behalf of the surviving spouse.
D. Optional Ten Year Certain Pension For Unmarried Retirees
Effective February 1, 1988, a Participant who is not married
may elect to receive his Pension in the form of a ten year
certain option. Such election must be made not less than 30 days
nor more than 90 days prior to the Participant's Annuity Starting
Date and must be in writing on a form furnished by and filed with
the Plan Administrator. A ten year certain option provides for
the life of the Participant a Pension reduced by the appropriate
factor in Table C, but guarantees that a minimum of one hundred
twenty (120) monthly payments will be made. Any of such one
hundred twenty (120) payments which are payable after the
Participant's death shall be paid to one or more Beneficiaries
designated by such Participant, or to the Participant's estate if
the Participant has failed to designate a Beneficiary or has
failed to designate a new Beneficiary when the designated
Beneficiary predeceases the Participant. The Participant's
estate shall also receive any of the 120 guaranteed payments
which remain to be paid following the death of all designated
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Beneficiaries. If the Participant's estate is to receive any
payments under this paragraph 6 D, the Management Plan may, upon
request of the legal representative of the estate, pay to the
estate the present value of all remaining payments, discounted by
the rate utilized to calculate the factors set forth on Table C
as in effect on the date of Participant's death.
The Participant's election to take the ten year certain
option may be revoked at any time up to, but not after, his
Annuity Starting Date, and shall automatically be revoked if he
marries prior to his Annuity Starting Date. The Participant's
election of the ten year certain option shall become effective on
the Participant's Annuity Starting Date. If the Participant dies
before his Annuity Starting Date, the ten year certain option
will not become effective.
E. Optional Ten Year Certain Pension For Married Retirees
Effective July 1, 1988, a Participant who is married may
elect to receive his Pension in the form of a ten year certain
option. Such election must be made not less than 30 days nor
more than 90 days prior to the Participant's Annuity Starting
Date and must be in writing on a form furnished by and filed with
the Plan Administrator, and must include the written consent of
the Participant's spouse witnessed by a Notary Public. This
option provides for the life of the married Participant a Pension
reduced by the appropriate factor in Table D, but guarantees that
a minimum of one hundred twenty (120) monthly payments will be
made. Any of such 120 payments which are payable after the
Participant's death shall be paid to the Participant's spouse
and, if such spouse does not survive for the full ten years
following the Participant's Annuity Starting Date, to one or more
Beneficiaries designated by such Participant. If the
Participant's spouse dies before all of the 120 payments have
been made and the Participant has failed to designate a
Beneficiary, or if the Participant's spouse and all designated
Beneficiaries die before all of the 120 payments have been made,
any of the 120 payments remaining after the Participant's death
shall be paid to the Participant's estate. If the Participant's
estate is to receive any payments under this paragraph 6 E, the
Management Plan may, upon request of the legal representative of
the estate, pay to the estate the present value of all remaining
payments, discounted by the rate utilized to calculate the
factors set forth on Table D as in effect on the date of the
Participant's death.
At the end of ten years following the married Participant's
Annuity Starting Date, the guarantee of one hundred twenty
payments shall expire, whether or not any payments have been made
to the Participant's spouse and/or Beneficiaries. However, if
the Participant and/or the Participant's spouse survive for more
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than ten years after the Participant's Annuity Starting Date and
such spouse survives the Participant, such spouse shall receive
for life, commencing after the later of the expiration of ten
years after the Participant's Annuity Starting Date or the
Participant's death, a surviving spouse annuity equal to fifty
percent of the reduced ten year certain Pension elected by the
Participant with the spouse's consent in accordance with this
paragraph 6 E.
The Participant's election to take the ten year certain
option may be revoked at any time up to, but not after, his
Annuity Starting Date. The Participant's election of the ten
year certain option shall become effective on the Participant's
Annuity Starting Date. If the Participant dies before his
Annuity Starting Date, the ten year certain option will not
become effective.
F. Optional Ten Year Certain Pension For Former
Participants Eligible For Deferred Pensions Under
Paragraph 5 C(1)
Effective July 1, 1988, a Participant who is eligible for a
deferred Pension under paragraph 5 C(1) may elect to receive his
Pension in the form of a ten year certain option. Such election
must be made not less than 30 days nor more than 90 days prior to
the Participant's Annuity Starting Date and must be in writing on
a form furnished by and filed with the Plan Administrator, and,
if the Participant is married at the time the election is made,
must include the written consent of the Participant's spouse
witnessed by a Notary Public. This option provides for the life
of the Participant a Pension reduced by the appropriate factor in
Table C for an unmarried Participant or Table D for a married
Participant, but guarantees that a minimum of one hundred twenty
(120) monthly payments will be made commencing in the month
following the Participant's retirement or death. Any of such 120
payments which are payable after the Participant's death shall be
paid as provided in paragraph 6 D if the Participant was not
married at the time Annuity Starting Date or as provided in
paragraph 6 E if the Participant was married at the Annuity
Starting Date. If the Participant's estate is to receive any
payments under this paragraph 6 F, the Management Plan may, upon
request of the legal representative of the estate, pay to the
estate the present value of all remaining payments, discounted by
the rate utilized to calculate the factors set forth on Table C
or Table D (whichever Table is applicable) as in effect on the
date of the Participant's death.
The Participant's election to take the ten year certain
option may be revoked at any time up to, but not after, his
Annuity Starting Date, and shall automatically be revoked if he
marries prior to his Annuity Starting Date, unless the
Participant's spouse consents to the election. The Participant's
election of the ten year certain option shall become effective on
the Participant's Annuity Starting Date. The election shall
become irrevocable upon the Participant's Annuity Starting Date,
and the amount of the reduced Pension shall be determined as of
the Participant's Annuity Starting Date. If the Participant dies
before the Annuity Starting Date, the ten year certain option
will not become effective.
7. VESTING
A. Vested Rights
In addition to vesting rights described in paragraph 5 H, a
Participant who completes five (5) or more years of Vesting
Service will have a nonforfeitable right of one hundred percent
(100%) of his accrued pension payable at or after his Normal
Retirement Date.
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B. Accrued Pension
The accrued pension is a pension which is or would be
payable, based on the Employee's Final Average Salary, or Total
Salary, as the case may be, and years of Accredited Service as of
the date the computation is made.
C. Conditions Under Which Vested Benefits Will Not Be Paid
In no event will a Participant receive a deferred monthly
pension if:
(a) He dies before retirement and his spouse is not
entitled to benefits under paragraph 6, or
(b) He has received a Cash-Out from the Management
Plan.
If a Participant entitled to a deferred pension, or a
Beneficiary, fails to make application for a deferred pension or
a related benefit on or before the date when either the
Participant or Beneficiary would otherwise be entitled to the
benefit, no payment will commence before application is made, but
no such failure to make an application shall result in the
forfeiture of any deferred pension or benefit.
8. SERVICE CREDIT
A. Determination of Vesting Service
Vesting Service shall be determined as follows:
1. (a) Prior to January 1, 1976
Within each calendar year the number of months
that the Employee is employed by the Company in other than a
temporary status will be added and if the total number of months
is six (6) or more, the Employee will be credited with one (1)
year of Vesting Service. A fraction of a month will be counted
as one (1) month.
(b) After December 31, 1975
In accordance with the definition of Vesting
Service, paragraph 2 A of the Management Plan, or if more
favorable to the Participant, one year of Vesting Service if the
Participant is employed by the Company in continuous employment
during any calendar year for six months during the year.
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2. The retention or loss of Vesting Service because of
Breaks in Service shall be determined in accordance with
paragraph 8 D.
B. Determination of Accredited Service for Computation of
a Pension
1. (a) For Service Prior to January 1, 1976
Accredited Service for the computation of
pension will be the total of the months and years of service the
Employee was continuously in the employ of the Company in other
than a temporary status. For the purpose of determining service
credit, a fraction of a month will be credited as one (1) month.
Each period of Accredited Service will be added and the total of
such service will be used in computing the pension.
(b) For Service After December 31, 1975
1. The aggregate period of employment to the date of
Severance from Service, subject to the Rule of Parity provisions
in paragraph 8 D. In addition, if an Employee incurs a Severance
from Service by reason of a quit, discharge or retirement and
subsequently performs an Hour of Service, the period of severance
shall not be counted as Accredited Service.
2. Employees who have acquired five (5) years of
Accredited Service shall be credited with all additional years
and months of service with the Company regardless of a subsequent
Break in Service. However, no period constituting a period of
severance will be included in the period of Accredited Service
for computation of a pension.
3. If an allowance has been paid under the provisions
of the Company's former Pension Plan for Retirement for Age or
the Company's former Employees Security Plan (the "plans"), based
upon Accredited Service performed prior to August 1, 1975 and
such period of Accredited Service is included in the computation
of a pension under the Management Plan, the actuarial present
value of the pension so computed will be reduced by the total of
such allowance payments. The resulting present value, as so
reduced, of the pension will be the basis for determining the
monthly pension.
4. The application of the foregoing provisions solely
as they pertain to Accredited Service prior to the effective date
of the Management Plan shall not be interpreted so as to reduce
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the years and months of Accredited Service which would have been
used in the computation of the Employees's pension under the
provisions of the plans.
5. The effect of a Cash-Out of vested rights on
Accredited Service will be to deny credit for such Accredited
Service until the Cash-Out is fully repaid, as provided in
paragraph 5 F.
6. A Participant receiving a pension or annuity under
the Management Plan or the plans will, if reemployed after August
1, 1975, continue to receive such pension or annuity payments
during the period of employment. Upon subsequent retirement,
there will be payable to such participant an addition to his
pension or annuity based on the service accredited from the date
of reemployment. Pension or annuity payments suspended under the
provisions of the plans applicable to employees who were
reemployed prior to August 1, 1975 shall continue to be suspended
and shall otherwise be subject to the provisions of the plans and
Title 29 of the Code of Federal Regulations, Section 2530.203-3.
C. Other Service Recognized for Vesting or Computation of
a Pension
Accredited Service and Vesting Service shall include periods
of interruptions in service due to:
1. To the extent required by law, active military,
naval, marine or related service of the United States or the
State of New York, or leaves of absence granted pursuant to
Company policy for World War II defense employment (1941-1946);
2. Absence because of illness under sick leave
granted; or
3. Absence under leave granted for any other reason,
for time not exceeding a total of six (6) months.
D. Additional Rules for Accumulation of Service Credit
For purposes of this paragraph 8 D, a "period of severance"
means a continuous period of time during which an individual is
not on the active payroll of the Company, which period shall
commence upon such individual's Severance from Service. The
following rules shall govern crediting of Service under the
Management Plan:
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( i) For purposes of determining an Employee's
initial or continued eligibility to participate in the Management
Plan or his nonforfeitable right to a Pension, an Employee will
receive credit for the aggregate of all time period(s) commencing
with the Employee's first day of employment or reemployment by
the Company and ending on the date a Break in Service begins,
except for the periods of Service which may be disregarded on
account of the "rule of parity" described in subsection (iii).
The first day of such employment or reemployment is the first day
the Employee performs an Hour of Service.
( ii) In the case of an individual who is absent from
work for maternity or paternity reasons or for reasons covered by
the Family and Medical Leave Act of 1993 ("FMLA"), the period up
to the first anniversary of the first day of such absence shall
constitute Service for purposes of vesting and eligibility for
benefits under the Management Plan, but shall not constitute
Service for accrual or computation of such benefits. If such
period of absence for maternity or paternity or FMLA reasons
extends beyond the first anniversary of the first day of such
absence, the period up to the second anniversary shall constitute
neither Service nor a Break in Service, and any further absence
shall constitute a period of severance and a Break in Service
commencing on such second anniversary. For purposes of this
paragraph, (x) an absence from work for maternity or paternity
reasons means an absence (1) by reason of the pregnancy of the
Employee (2) by reason of the birth of a child of the Employee
(3) by reason of the placement of a child with the Employee in
connection with the adoption of such child by the Employee or (4)
for purposes of caring for such child for a period beginning
immediately following such birth or placement, and (y) an absence
for reasons covered by the FMLA means (1) for the birth of a
child or the placement of a child with the Employee for adoption
or foster care, (2) for purposes of caring for a spouse, child or
parent with a serious health condition, or (3) for the Employee's
own serious health condition, pursuant to the FMLA and
regulations thereunder.
(iii) In the case of a Participant who has 5 or more
consecutive one year Breaks in Service the following "rule of
parity" shall apply:
(a) all Service after such Breaks in Service
will be disregarded for the purpose of vesting any benefits
accrued before such Breaks in Service.
24 10/18/95
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(b) the Participant's pre-break Service will
count in vesting benefits accruing after the Break in Service,
only if either:
(1) such Participant had a vested right
to a Pension at the beginning of the Break in Service; or
(2) upon returning to Service the number
of consecutive one year Breaks in Service is less than the number
of years of Service.
Pre-break Service which, under this "rule of parity", is not
required to be counted for vesting purposes following a
particular Break in Service, shall not be counted for such
purposes following any subsequent Break in Service.
The foregoing notwithstanding, a Participant shall not lose
Vesting Service accrued prior to a Break in Service if the Break
in Service resulted from layoff or disability (whether or not
constituting Disability as defined in paragraph 2 A of the
Management Plan).
9. EFFECTIVE DATE OF RETIREMENT AND COMMENCEMENT OF BENEFIT
PAYMENTS
A. The effective date of a Participant's retirement and,
unless the Participant shall elect otherwise, the date benefit
payments commence, shall be the first day of the calendar month
next following the effective date of the separation of the
Participant from the active payroll, except that, in the case of
Participant entitled to a deferred pension under paragraph 5 C(1)
because of Disability, the effective date of retirement and the
date benefit payments commence shall be such Participant's Normal
Retirement Date.
B. Except as otherwise provided in the Management Plan,
benefit payments shall commence not later than the 60th day after
the close of the Plan Year in which the later of the following
events occurs: (a) the Participant attains his Normal Retirement
Date or (b) the termination of the Participant's service with the
Company. If a Participant's Service continues after his Normal
Retirement Date and such Service constitutes Section 203(a)(3)(B)
Service (as defined below), the Participant's benefits will be
suspended and the Participant shall be notified of the suspension
as provided in Title 29, Code of Federal Regulations Section
2530.203-3. In accordance with such regulations, "Section
203(a)(3)(B) Service" shall be determined on a monthly basis and
a Participant shall be deemed to be in Section 203(a)(3)(B)
Service in any month in which he shall receive payment from the
Company for at least eight days of service during that month.
Benefits which are suspended in accordance with this provision
shall be paid for any month in which the Participant is not
considered to be in Section 203(a)(3)(B) Service.
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C. Notwithstanding the foregoing, a Participant not
receiving benefit payments under the Management Plan who attains
age 70 1/2 shall commence receiving benefits as set forth below
in the form of a life annuity and such commencement shall not be
considered the Participant's Annuity Starting Date:
(a) Subject to subdivisions (b) and (c) below, the
first day of April of the calendar year following the calendar
year in which the Participant attains age 70 1/2.
(b) For a Participant who attains age 70 1/2 before
January 1, 1988, the date determined in accordance with (1) and
(2) below:
(1) For a Participant who is not a 5 percent
owner, the first day of April of the calendar year following the
calendar year in which the later of retirement or age 70 1/2
occur.
(2) For a Participant who is a 5 percent owner,
the first day of April following the later of (x) the calendar
year in which the Participant attains age 70 1/2, or (y) the
earlier of the calendar year with or within which ends the Plan
Year in which the Participant becomes a 5 percent owner, or the
calendar year in which the Participant retires.
(c) The date for a Participant who is not a 5 percent
owner and who attains age 70 1/2 during 1988 and who has not
retired as of January 1, 1989, is April 1, 1990.
(d) A Participant is treated as a 5 percent owner for
purposes of this paragraph 9 C if such Participant is a 5 percent
owner (as defined in Section 416(i) of the Code) at any time
during the Plan Year ending with or within the calendar year in
which such owner attains age 66 1/2 or any subsequent Plan Year.
(e) The benefit of any Participant who commences
receiving any benefit payments under the paragraph 9 C and who
nonetheless continues to accrue years of Accredited Service shall
be adjusted each calendar year as of the last day of such year to
account for such accruals; provided, however, that such accruals
shall be offset (but not below zero) by the actuarial equivalent
of the payments made by the Management Plan during such calendar
year.
D. Notwithstanding any provision in the Management Plan to
the contrary, all distributions under the Management Plan shall
be made in accordance with the requirements of Section 401(a)(9)
of the Code and the regulations thereunder, including the
incidental death benefit provisions of Section 401(a)(9)(G) of
the Code. The provisions of this Section override any provision
of the Management Plan that is inconsistent with Section
401(a)(9) of the Code.
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10. COMPUTATION OF BENEFITS
A. Computation of Annual Pension - The annual normal
amount of pension payable upon retirement at a Participant's
Normal Retirement Date will be equal to:
1. For Post-1989 Participants:
1.50% of the Participant's Final Average Salary for
each year of Management Service up to and including 24 years,
plus, effective September 1, 1992, 2.00% of the Participant's
Final Average Salary for each year of the Participant's
Management Service from and including the 25th to and including
the 30th year,
plus
0.35% of the Participant's Final Average Salary in
excess of the Social Security Taxable Wage Base for each year of
Management Service up to a maximum of 30 years,
plus
0.50% of the Participant's Final Average Salary for
each year of Management Service in excess of 30 years.
2. For 1983-1989 Participants, the greater of:
(a) The pension determined in accordance with
paragraph 10 A1. above, or
(b) The pension determined in accordance with the
following formula applied as if the Participant had terminated
employment on the earlier of the date of the Participant's actual
termination of employment or December 31, 1989; provided,
however, that for such Participants who are Highly Compensated
Employees within the meaning of Section 414(q)(1)(B) of the Code,
the formula shall be applied as if the Participant terminated
employment on the earlier of the date of the Participant's actual
termination of employment or December 31, 1988:
27 10/18/95
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1.833% of the Participant's Final Average Salary
for each year of Management Service up to a maximum of 30 years,
minus
1.666% of the Participant's Social Security Benefit
for each year of Management Service up to a maximum of 30 years,
plus
0.50% of the Participant's Final Average Salary for
each year of Management Service in excess of 30.
3. For Pre-1983 Participants, the greater of:
(a) The pension determined in accordance with
paragraph 10 A2. above, or
(b) The pension determined by computing 2.2% of
Total Salary, and by increasing the resulting pension by 0.125%
for each calendar month of Management Service in excess of 30
years.
B. Computation of Pension, Annuities, or Benefits Based
Upon Annual Pension
The following pensions, annuities or benefits as specified,
will be based upon the annual pension determined in accordance
with paragraph 10 A. In the event a pension, deferred pension or
annuity shall have a present value of $3500 or less, such present
value shall be paid in a single lump sum to the Participant or
surviving spouse in lieu of the pension, deferred pension or
annuity; provided, however, that in no event shall the interest
rate utilized in determining such lump sum amount exceed the
interest rate, either immediate or deferred, utilized by the
Pension Benefit Guaranty Corporation on the first day of the
month immediately preceding the Participant's Annuity Starting
Date for valuing a lump sum distribution upon plan termination.
The following computations apply only to an Employee who
terminates with vested rights but whose age when added to his
years of Accredited Service at termination is equal to
seventy-five (75) or more.
(1) Retirement at Age Sixty (60) or Later
The pension payable to an Employee retiring at age
sixty (60) or later will be the amount determined as follows:
(a) For Post-1989 Participants:
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( i) 1.50% of the Participant's Final
Average Salary for each year of Management Service up to and
including 24 years, plus, effective September 1, 1992, 2.00% of
the Participant's Final Average Salary for each year of the
Participant's Management Service from and including the 25th to
and including the 30th year,
plus
( ii) 0.35% of the Participant's Final
Average Salary in excess of the Social Security Taxable Wage Base
for each year of Management Service up to a maximum of 30 years,
multiplied by the appropriate discount factor in Table E if
payment of the benefit commences prior to the Participant's
Normal Retirement Age,
plus
(iii) 0.50% of the Participant's Final
Average Salary for each year of the Participant's Management
Service in excess of 30 years.
(b) For 1983-1989 Participants, the greater of:
( i) The pension determined in accordance
with paragraph 10 B(1)(a) above, or
( ii) The pension determined in accordance
with the following formula applied as if the Participant had
terminated employment on the earlier of the date of the
Participant's actual termination of employment or December 31,
1989; provided, however, that for such Participants who are
Highly Compensated Employees within the meaning of Section
414(q)(1)(B) of the Code, the formula shall be applied as if the
Participant had terminated employment on the earlier of the date
of the Participant's actual termination of employment or December
31, 1988:
(x) For Participants retiring at age
sixty-two (62) or later 1.833% of the Participant's Final Average
Salary for each year of Management Service up to a maximum of 30
years,
29 10/18/95
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<PAGE>
minus
1.666% of the Participant's Social Security
Benefit for each year of Management Service up to a maximum of 30
years,
plus
0.50% of the Participant's Final Average
Salary for each year of Management Service in excess of 30.
(y) For Participants retiring between age
sixty (60) and prior to age sixty-two (62) - 1.833% of the
Participant's Final Average Salary times Projected Service up to
a maximum of 30 years, multiplied by the ratio of actual
Management Service to Projected Service, and further multiplied
by the appropriate discount factor from column I of Table F,
minus
1.666% of the Participant's Social Security
Benefit times Projected Service up to a maximum of 30 years,
multiplied by the ratio of actual Management Service to Projected
Service, and further multiplied by the appropriate discount
factor from column II of Table F,
plus
0.50% of the Participant's Final Average
Salary times the years, if any, of Projected Service in excess of
30, multiplied by the ratio of actual Management Service to
Projected Service, and further multiplied by the appropriate
discount factor from column I of Table F.
(c) For Pre-1983 Participants, the greater of:
( i) The pension determined in accordance
with paragraph 10 B(1)(b) above, or
( ii) The pension determined by computing
2.2% of Total Salary, and by increasing the resulting pension by
0.125% for each calendar month of Management Service in excess of
30 years.
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(2) Early Optional Retirement and Retirement in the
Discretion of the Company
This category applies to a Participant who
retires prior to age sixty (60). The pension payable to such a
Participant will be the amount determined as follows:
(a) For Post-1989 Participants:
( i) 1.50% of the Participant's Final
Average Salary for each year of Management Service up to and
including 24 years, plus, effective September 1, 1992, 2.00% of
the Participant's Final Average Salary for each year of the
Participant's Management Service from and including the 25th to
and including the 30th year, multiplied by the appropriate
discount factor in Table A,
plus
( ii) 0.35% of the Participant's Final
Average Salary in excess of the Social Security Taxable Wage Base
for each year of Management Service up to a maximum of 30 years,
multiplied by the appropriate discount factor in Table E,
plus
(iii) 0.50% of the Participant's Final
Average Salary for each year of Management Service in excess of
30 years, multiplied by the appropriate discount factor in Table
A;
provided, however that, effective September
1, 1992, the portion of the pension payable under clauses (i) and
(iii) above to a Participant who retires at age fifty-five (55)
or above and prior to age sixty (60) and who has at least 30
years of Accredited Service at retirement shall not be discounted
for retirement below age sixty (60).
(b) For 1983-1989 Participants, the greater of:
( i) The pension determined in accordance
with paragraph 10 B(2)(a) above, or
( ii) The pension determined in accordance
with the following formula applied as if the Participant had
terminated employment on the earlier of the date of the
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Participant's actual termination of employment or December 31,
1989; provided, however, that for such Participants who are
Highly Compensated Employees within the meaning of Section
414(q)(1)(B) of the Code, the formula shall be applied as if the
Participant had terminated employment on the earlier of the date
of the Participant's actual termination of employment and
December 31, 1988:
1.833% of the Participant's Final Average
Salary times Projected Service up to a maximum of 30 years,
multiplied by the ratio of actual Management Service to Projected
Service, and further multiplied by the appropriate discount
factor from column I of Table F,
minus
1.666% of the Participant's Social Security
Benefit times Projected Service up to a maximum of 30 years,
multiplied by the ratio of actual Management Service to Projected
Service, and further multiplied by the appropriate discount
factor from column II of Table F,
plus
0.50% of the Participant's Final Average
Salary times the years, if any, of Projected Service in excess of
30, multiplied by the ratio of actual Management Service to
Projected Service, and further multiplied by the appropriate
discount factor from column I of Table F.
(c) For Pre-1983 Participants, the greater of:
( i) The pension determined in accordance
with paragraph 10 B(2)(b) above, or
( ii) The pension determined by computing
2.2% of Total Salary, and by increasing the resulting pension by
0.125% for each calendar month of Management Service in excess of
30 years, multiplied by the appropriate discount factor in Table
A; provided, however, that, effective September 1, 1992, the
pension payable to a Participant who retires at age fifty-five
(55) or above and prior to age sixty (60) and who has at least 30
years of Accredited Service at retirement shall not be discounted
for retirement below age sixty (60).
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(3) Disability Annuity Prior to Attaining Age Sixty
(60)
The Pension payable to a Participant described in
paragraph 5 C(2)(i) is the Pension determined in accordance with
paragraph 10 B, but without reduction because such Pension shall
commence before age sixty (60). The annuity payable to a
Participant described in paragraph 5 C(2)(ii) will be equal to
the greater of the pension determined in accordance with (x)
paragraph 10 B(2)(c)(i) or (y) paragraph 10 B(2)(c)(ii) plus an
amount which when added to such pension determined in accordance
with paragraph 10 B(2)(c)(ii) will yield an annuity in an amount
calculated by reducing the pension determined in accordance with
10 A3(b) by 0.125% for each calendar month (1 1/2% per year)
between the Participant's projected date of retirement at age
sixty (60) and the date of his retirement for disability.
(4) Joint & Survivor Annuity
A surviving spouse entitled under paragraph 6 A to
receive an Annuity upon surviving a deceased retired Participant
shall receive an Annuity equal to fifty percent (50%) of the
Pension which the deceased Participant had been receiving.
(5) Preretirement Surviving Spouse Benefits
( i) A surviving spouse entitled under paragraph
6 B(i) to receive an Annuity shall receive an Annuity equal to
fifty percent (50%) of the Pension which the deceased Participant
would have begun receiving if such Participant had terminated
employment on the date of death and had applied for a Pension
commencing on the first day of the month following the death.
Payment of the Annuity shall commence on the first day of the
month following the death unless the surviving spouse elects a
later commencement date.
(ii) A surviving spouse entitled under paragraph
6 B(ii) to receive a preretirement survivor benefit shall receive
an immediate lump sum payment equal to fifty percent (50%) of the
Cash-Out the deceased would have received if he had terminated on
the date of death and elected a Cash-Out; provided, however, that
in no event shall the interest rate utilized in determining such
lump sum amount exceed the interest rate, either immediate or
deferred, utilized by the Pension Benefit Guaranty Corporation on
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the first day of the month immediately preceding the
Participant's Annuity Starting Date for valuing a lump-sum
distribution upon plan termination. If the lump sum amount
exceeds $3,500, the surviving spouse must consent to the lump sum
payment in writing on a form provided by the Plan Administrator.
If the surviving spouse does not consent, he or she shall receive
an immediate Annuity equal to fifty percent (50%) of the present
Annuity value of the deceased's vested accrued Pension at Normal
Retirement Age. Payment of the Annuity shall commence on the
first day of the month following the death unless the surviving
spouse elects a later commencement date.
(6) Deferred Pension
A Participant, upon termination of employment, may
elect to have his pension as determined in accordance with
paragraph 10 A deferred to a later date but not beyond Normal
Retirement Age. Upon application for payment of the deferred
pension, the computation of the pension payable in accordance
with paragraph 10 B(1) or (2) will be based on the Participant's
age on the Participant's Annuity Starting Date.
The following computations apply only to a Participant who
terminates with vested rights but whose age at termination when
added to his years of Accredited Service at termination is equal
to less than seventy-five (75).
(7) Deferred Pension at Normal Retirement Age
A Participant who elects to defer his pension to Normal
Retirement Age will be paid the pension determined in accordance
with paragraph 10 A.
(8) Deferred Pension Prior to Normal Retirement Age
A Participant who elects to take his deferred pension
prior to Normal Retirement Age on or after the date when his age
plus years of Accredited Service are equal to seventy-five (75)
will have the pension determined in accordance with paragraph 10
B(2).
(9) Determination of Present Value of Vested Pension
Payable at Normal Retirement Age - Cash-Out
The Cash-Out is a lump-sum payment representing the
present value of the deferred pension payable to the Participant
at Normal Retirement Date and will be computed by multiplying the
pension determined in accordance with paragraph 10 B(7) by the
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factor in Table B corresponding to the age of the Participant on
the first day of the month following termination; provided,
however, that in no event shall the interest rate utilized in
determining the factors in Table B exceed the interest rate,
either immediate or deferred, utilized by the Pension Benefit
Guaranty Corporation on the first day of the month immediately
preceding the Participant's Annuity Starting Date for valuing a
lump-sum distribution upon plan termination. In lieu of the
Cash-Out, the Participant may receive an immediate annuity which
shall equal the deferred pension payable to the Participant at
his Normal Retirement Date, appropriately reduced for
commencement prior to such Normal Retirement Date and shall be
determined by using the same actuarial assumptions as used for
Table B and based on the Participant's age at his Annuity
Starting Date.
(10) Ten Year Certain Optional Pension
The Pension payable to an eligible Participant who
elects a ten year certain option pursuant to paragraphs 6 D, 6 E
or 6 F shall be the Pension determined by the appropriate
subsection of paragraph 10 B above, multiplied by the appropriate
factor in Table C or Table D, whichever Table is applicable,
corresponding to the age of the Participant at the Participant's
Annuity Starting Date.
C. 1993 Special Retirement Program
Effective September 1, 1992, notwithstanding any other
provision of the Management Plan, the following provision shall
be applicable only to the Final Average Salary formula set forth
in paragraphs 10 A1, 10 B(1)(a), and 10 B(2)(a) of the Management
Plan and shall be available only to Employees who meet the
eligibility criteria and only during the limited period of time
and on the other terms and conditions set forth below:
(1) Any employee who, prior to February 1, 1993, has
reached at least his fifty-fifth (55th) birthday and whose age
plus years of Accredited Service equal at least 75 prior to such
date and who elects during the period from November 1, 1992
through January 8, 1993 on a form furnished by and filed with the
Company to accept the retirement incentives (a) shall retire with
an effective retirement date of February 1, 1993, (b) shall be
credited with five additional years of Management Service solely
for purposes of calculating the Employee's Pension under the
Final Average Salary formula, and (c) shall not have the early
retirement discount factors applied to the Employee's Pension
calculated under the Final Average Salary formula, except for the
portion of the formula integrated with the Social Security
Taxable Wage Base which portion shall be reduced for retirement
before the Participant's Social Security Retirement Age in
accordance with federal income tax regulations. The additional
years of age shall not be credited for purposes of calculating
the Employee's Final Average Salary or Total Salary and shall not
be added to the Employee's age for purposes of determining
35 10/18/95
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<PAGE>
whether the Employee's age plus years of Accredited Service equal
at least 75.
(2) No employee shall be obligated to accept the retirement
incentives, and an Employee's election to accept the retirement
incentives shall be purely voluntary. As a condition to an
Employee's receiving the retirement incentives under (1) above,
the Company shall have the right to obtain from the Employee a
waiver and/or release of claims against the Company consistent
with the requirements of the federal Age Discrimination in
Employment Act, as amended by the Older Workers Benefit
Protection Act.
D. Fresh Start
Notwithstanding any provision in the Management Plan to the
contrary, the annual amount of pension of a Participant who is
affected by the imposition of the $150,000 limitation on Annual
Basic Straight-Time Compensation provided in the definition of
such term in paragraph 2 A shall be equal to the greater of (i)
the Participant's pension calculated under the provisions of the
Management Plan as determined with regard to such limitation or
(ii) the Participant's pension determined as of December 31, 1993
plus the Participant's pension based solely on Accredited Service
after such date under the provisions of the Management Plan as
determined with regard to such limitation. For purposes of the
Management Plan, the Participant's pension determined as of
December 31, 1993 shall be equal to the greater of (x) the
pension calculated under the provisions of the Management Plan as
determined with regard to the $200,000 limitation on Annual Basic
Straight-Time Compensation provided in the definition of such
term in paragraph 2 A or (y) the Participant's pension determined
as of December 31, 1988 plus the Participant's pension based
solely on Accredited Service after such date under the provisions
of the Management Plan as determined with regard to such
limitation. However, the annual normal amount of pension shall
never be less than the greatest amount of reduced early
retirement pension which the Participant could have received
under paragraph 10 before his Normal Retirement Date.
11. LIMITATION OF BENEFITS AND DEDUCTIONS FROM BENEFITS
A. Maximum Benefits
Effective January 1, 1987, for purposes of this paragraph 11
A, the terms "Annual Basic Straight-Time Compensation", "Final
Average Salary", and "Compensation" shall exclude amounts
contributed by the Company on the Employee's behalf under other
plans of the Company on a salary reduction basis which are not
includible in the gross income of the Employee under Sections
402(a)(8) and 125 of the Code. The maximum annual pension
payable under the Management Plan and other Company defined
benefit plans shall be equal to the lesser of:
(1) the defined benefit dollar limitation, and
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<PAGE>
(2) 100% of the Participant's average compensation for
the three consecutive years that produce the highest average.
If the annual benefit commences when the Participant has
less than 10 years of service with the Company, the maximum
benefit payable is reduced by one-tenth for each year of service
less than ten.
The defined benefit dollar limitation is $90,000. Effective
on January 1, 1988, and each January thereafter, the $90,000
limitation above will be automatically adjusted by multiplying
such limit by the cost of living adjustment factor prescribed by
the Secretary of the Treasury under Section 415(d) of the Code in
such manner as the Secretary shall prescribe. The new limitation
will apply to limitation years ending with the calendar year of
the date of the adjustment.
If the annual benefit of the Participant commences before
the Participant's Social Security Retirement Age, but on or after
age 62, the defined benefit dollar limitation shall be determined
as follows:
( i) If a Participant's Social Security Retirement Age
is 65, the dollar limitation for benefits commencing on or after
age 62 is determined by reducing the defined benefit dollar
limitation by 5/9 of one percent for each month by which benefits
commence before the month in which the Participant attains age
65.
(ii) If a Participant's Social Security Retirement Age
is greater than 65, the dollar limitation for benefits commencing
on or after age 62 is determined by reducing the defined benefit
dollar limitation by 5/9 of one percent for each of the first 36
months and 5/12 of one percent for each of the additional months
(up to 24 months) by which benefits commence before the month of
the Participant's Social Security Retirement Age.
If the annual benefit of a Participant commences prior to
age 62, the defined benefit dollar limitation shall be the
actuarial equivalent of an annual benefit beginning at age 62, as
determined above, reduced for each month by which benefits
commence before the month in which the Participant attains age
62.
If the annual benefit of a Participant commences after the
Participant's Social Security Retirement Age, the defined benefit
dollar limitation shall be adjusted so that it is the actuarial
equivalent of an annual benefit of such dollar limitation
beginning at the Participant's Social Security Retirement Age.
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<PAGE>
Annual benefit shall mean a benefit payable annually in the
form of a straight life annuity with no ancillary benefits.
Benefits payable in any other form will be adjusted to the
actuarial equivalent of a straight life annuity.
Actuarial equivalent shall be determined by using an
interest rate assumption equal to the greater of 5%, or the rate
specified in the Management Plan. For benefits payable after a
Participant's Social Security Retirement Age, the word "lesser"
shall be substituted for the word "greater" in the preceding
sentence.
For purposes of the limitations of this paragraph 11,
compensation shall mean all compensation of the Participant from
the Company for the limitation year.
The limitations of this paragraph 11 will be deemed
satisfied if the annual benefit payable to a Participant is not
more than $1,000 multiplied by the Participant's years of service
with the Company (not exceeding 10), and the Participant never
participated in a defined contribution plan maintained by the
Company.
Alternative Maximum Benefit
The annual retirement income payments under the Management
Plan shall be treated as not exceeding the limitations above in
the case of an Employee who was an active Participant before
October 2, 1973 if such annual retirement income (calculated on
the basis of the Straight Life Annuity form) neither exceeds:
(a) 100% of his annual rate of compensation on the
earlier of October 2, 1973 or his termination date, nor
(b) 100% of the annual benefit which would have been
payable to such Participant on retirement assuming
( i) all the terms and conditions of the Plan on
the earlier of October 2, 1973 or his termination date had
continued unchanged, and
(ii) his compensation on October 2, 1973
continued to his termination date.
In the case of an Employee who ceased employment before
October 2, 1973 and who becomes entitled to benefit payments
beginning on or after August 1, 1975, the annual benefit under
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this paragraph shall not be greater than the deferred vested
benefit to which he was entitled as of his termination date.
Combined Maximum Limits
If the Participant is, or was, covered under a defined
benefit plan and a defined contribution plan maintained by the
Company the sum of the Participant's defined benefit plan
fraction and defined contribution plan fraction may not exceed
1.0 in any limitation year.
The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's projected
annual benefits under all defined benefit plans (whether or not
terminated) maintained by the Company and the denominator of
which is the lesser of (i) 1.25 times the dollar limitation of
Section 415(b)(1)(A) of the Code in effect for the limitation
year, or (ii) 1.4 times the Participant's average compensation
for the three consecutive years that produces the highest
average.
The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the annual additions to the
Participant's account under all defined contribution plans
maintained by the Company (whether or not terminated) for the
current and all prior limitation years, and the denominator of
which is the sum of the lesser of the following amounts
determined for such year and for each prior year of service with
the Company: (i) 1.25 times the dollar limitation in effect
under Section 415(c)(1)(A) of the Code for such year, or (ii) 1.4
times the amount which may be taken into account under Section
415(c)(1)(B) of the Code.
Projected annual benefit means the annual benefit to which
the Participant would be entitled under the terms of the Plan, if
the Participant continued employment until Normal Retirement Age
(or current age, if later) and the Participant's compensation for
the limitation year and all other relevant factors used to
determine such benefit remained constant until Normal Retirement
Age (or current age, if later).
Annual additions means the sum credited to a Participant's
account for any limitation year, of :
a. Company contributions,
b. with respect to limitation years beginning before
1987, the lesser of the amount of Employee Contributions in
excess of 6% of his compensation for the limitation year, or one
half of the Employee contributions for that year, and with
respect to limitation years beginning after 1986, all of the
Employee contributions, and
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c. forfeitures.
If, in any limitation year, the sum of the defined benefit
plan fraction and the defined contribution plan fraction will
exceed 1.0, the rate of benefit accruals under this Plan will be
reduced so that the sum of the fractions equals 1.0.
B. Minimum Benefits
1. The minimum benefits payable to a Participant receiving
a pension first payable on or after attaining age sixty-two
(62), or a disability annuity after having attained Normal
Retirement Age, subject to other provisions of the Management
Plan, shall be the greater of:
(a) $4.40 per month for each year, up to twenty-five
(25) years, of Management Service.
(b) $110 per month for an Employee having twenty-five
(25) years of Management Service, plus $5.50 per month for each
additional year of Management Service up to thirty (30) years;
(c) $137.50 per month for an Employee with thirty (30)
or more years of Management Service.
2. The minimum disability annuity payable under the
Management Plan, subject to other provisions of the Management
Plan, shall be $55 per month. The benefit payable to a
Participant, either
(a) in accordance with the Management Plan's
optional early retirement provisions, or
(b) in accordance with the Management Plan's
Normal or Mandatory Retirement Date, shall not be less than the
greatest early retirement income amount which may be calculated
under the optional early retirement provision as of the last day
of any computation period which ended before his retirement date.
C. Deductions for Pension or Benefits Under Other Pension
Plans
There shall be deducted from any benefit for which an
Employee may be eligible under the Management Plan the amount of
each and every payment or benefit received by such Employee by
reason of his retirement on account of service with any other
employer where years of service with such other employer are
included in years of Accredited Service under the Management
Plan, provided that pension payments by Federal, State or
municipal governments for service under those governments shall
not be deducted hereunder.
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D. Limitation of Deductions
The deductions authorized by paragraph 11 C shall not be
applied or made in such a manner as to reduce below ten dollars
($10.00) in any month the net amount payable to any Employee
receiving a benefit under the Management Plan, nor shall any net
benefit amount payable be reduced below ten dollars ($10.00) in
any month.
E Pre-July 1, 1989 Transfers
This paragraph 11 E shall apply to a Participant whose
benefit under the Weekly Plan is based upon the Weekly Plan
formula in effect prior to amendments effective July 1, 1989 and
shall not apply to any Participant who has a benefit calculated
under the Weekly Plan based upon the plan formulas adopted on or
after July 1, 1989. Benefits for such Participants shall be
determined as described in paragraph 11 F.
A Participant whose Accredited Service consists of both
Weekly Service and Management Service and who is eligible for a
benefit under the Management Plan shall in any event be entitled
to a benefit under the Management Plan which is not less than the
benefit computed under paragraph 10 A (the "Basic Benefit").
If such Participant was a Management Employee at the time of
termination of the Participant's employment with the Company, the
Participant shall be entitled to the greater of
1. the Basic Benefit, or
2. the benefit which would be payable under the
Management Plan if all of the Participant's Accredited Service
had been Management Service, reduced by the amount of any benefit
to which the Participant shall be entitled under the Weekly Plan.
A Participant who is eligible for a benefit under the
Management Plan, but who is a Weekly Employee at the time of
termination of the Participant's Service with the Company, shall
be paid from the Management Plan a pension benefit equal to the
greater of: (A) the benefit calculated under the formula set
forth in paragraph 10 A utilizing Total Salary or Final Average
Salary for all years of Service with the Company, including
Management and Weekly Service, multiplied by a fraction, the
numerator of which shall be Years of Management Service, and the
denominator of which shall be the sum of Years of Management
Service and Years of Weekly Service, or (B) the benefit
calculated under the formula set forth in paragraph 10 A
utilizing Total Salary or Final Average Salary for Management
Service only.
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F. Post-June 30, 1989 Transfers
If a Participant whose Accredited Service consists of both
Weekly Service and Management Service and whose Weekly Service
includes periods of employment subsequent to June 30, 1989, such
Participant's benefit under the Management Plan shall be
calculated as described below.
If the Participant is a Management Employee at the time of
termination of the Participant's employment with the Company,
then, notwithstanding the provisions of paragraph 10 hereof, the
Participant shall be entitled only to a benefit calculated under
paragraph 10 of the Management Plan as if all of the
Participant's Accredited Service had been Management Service, and
reduced by the amount of any benefit to which the Participant
shall be entitled under the Weekly Plan.
If the Participant is a Weekly Employee at the time of
termination of the Participant's employment with the Company,
then the benefit under the Management Plan shall be determined
under paragraph 10 based upon Total Salary or Final Average
Salary including Management and Weekly Service, multiplied by a
fraction, the numerator of which shall be Years of Management
Service and the denominator of which shall be the sum of Years of
Management Service and Years of Weekly Service. Notwithstanding
the preceding, the benefit under the Management Plan shall not be
less than the accrued benefit at time of transfer to the Weekly
Plan calculated as if the Participant had then terminated
employment with the Company.
12. PAYMENT OF BENEFITS
A. Manner of Payment of Benefits
(1) All benefits provided by the Management Plan shall be
determined on an annual basis and payable, upon application, in
the following manner:
(i) in the case of pensions, annuities and surviving
spouse benefits, monthly payments equal to one-twelfth (1/12th)
of the annual amount;
(ii) in the case of a Cash-Out, there will be a single
payment.
Payments in the case of disability may begin, in the
discretion of the Company, earlier than the effective date of
retirement.
No benefit payable under the Management Plan shall be
reduced after the commencement of payments except to correct an
error in the determination of the benefits or if required by
ERISA or governmental authority.
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(2) Effective January 1, 1981, Participants who retired
from service of the Company prior to January 1, 1978 and are
receiving payments under paragraph A (1) (i) above shall have
their payments increased in accordance with the following:
Increase In
Year Retired Monthly Payment
Prior to 1958 10%
1958 - 1965 8%
1966 - 1971 6%
1972 - 1975 4%
1976 - 1977 2%
Payments to widows and surviving spouses shall be increased,
in accordance with the above schedule, based upon the year in
which the deceased Participant retired.
No monthly payment shall be increased by less than ten
($10.00).
(3) Effective January 1, 1984, Participants who retired
prior to January 1, 1984, and surviving spouses of Participants
who retired or died prior to January 1, 1984, and who receive
payments under paragraph A(1) (i) above, shall have their monthly
payments, as such monthly payments may have been adjusted
pursuant to paragraph A(2) above, increased by a percentage which
shall equal one percent times the difference between 1984 and the
earlier of the year in which the Participant retired or died,
provided that no monthly payment shall be increased by less than
ten dollars ($10.00).
(4) Each participant and surviving spouse who is entitled
to receive a Pension or Annuity from the Management Plan for the
month of November 1986, and who, or in the case of a surviving
spouse of a deceased retired participant, whose deceased spouse,
commenced receiving a Pension or Annuity prior to December 31,
1985, shall have the Pension or Annuity for the month of November
1986 and each month thereafter, until further changed or
terminated in accordance with provisions of the Management Plan,
increased by one percent (1%) of such Pension or Annuity
multiplied by the number of whole or partial calendar years up to
and including 1985 during which the Management Plan was paying a
Pension or Annuity to such participant or surviving spouse, or to
both such surviving spouse and the deceased participant who
retired and commenced to receive a Pension from the Management
Plan.
B. Termination of Payments
Payments to a Participant or to a Beneficiary shall
terminate on the last day of the month in which the Participant
or Beneficiary dies.
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C. Direct Rollover of Certain Distributions
1. This paragraph applies to certain distributions made on
or after January 1, 1993. Notwithstanding any provision of the
Management Plan to the contrary that would otherwise limit a
distributee's election under the paragraph, a distributee may
elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.
2. The following definitions apply to the terms used in
this paragraph:
(a) An "eligible rollover distribution" is any
distribution of all or any portion of the balance to the credit
of the distributee, except that an eligible rollover distribution
does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of
the distributee and the distributee's designated beneficiary, or
for a specified period of ten years or more; any distribution to
the extent such distribution is required under Section 401(a)(9)
of the Code; and the portion of any distribution that is not
includible in gross income;
(b) An "eligible retirement plan" is an individual
retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the
Code, an annuity plan described in Section 403(a) of the Code, or
a qualified trust described in Section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity;
(c) A "distributee" includes an Employee or former
Employee. In addition, the Employee's or former Employee's
surviving spouse and the Employee's or former Employee's spouse
or former souse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the
Code, are distributees with regard to the interest of the spouse
or former spouse; and
(d) A "direct rollover" is a payment by the Management
Plan to the eligible retirement plan specified by the
distributee.
In the event that the provisions of this paragraph C or any
part thereof cease to be required by law as a result of
subsequent legislation or otherwise, this paragraph C or any
applicable part thereof shall be ineffective without the
necessity of further amendment to the Management Plan.
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13. ASSIGNMENT OR NON-ALIENATION OF BENEFITS
Except as provided below, benefits payable under the
Management Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, change, garnishment, execution, or levy of any kind,
either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a
spouse or former spouse, or for any other relative of the
Employee, prior to actually being received by the person entitled
to the benefit under the terms of the Management Plan except for
a transfer pursuant to a "qualified domestic relations order"
within the meaning of Section 414 (p) of the Code. Any attempt
to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to benefits
payable hereunder, shall be void. The trust fund shall not in
any manner be liable for, or subject to, the debts, contracts,
liabilities, engagement, or torts of any person entitled to
benefits hereunder. The Plan Administrator shall establish a
written procedure to determine the qualified status of domestic
relations orders and to administer distributions under such
qualified orders. If the present value of any series of payments
under a qualified domestic relations order amounts to $3,500 or
less, a lump sum payment of such present value shall be made in
lieu of the series of payments.
After a benefit is in pay status, a Participant receiving
such benefit may make a voluntary and revocable assignment (not
to exceed ten percent (10%) of any benefit payment) provided the
assignment is not for the purpose of defraying administrative
costs.
14. NO RIGHT TO EMPLOYMENT
The Management Plan shall not be construed to give any
Employee the right to be retained in the service of the Company
or the right to be reemployed after termination or retirement.
15. TRUST FUND
All contributions made by the Company under the Management
Plan shall be paid to the trustee or trustees, who shall be
designated by the Company, and deposited in a trust fund or
funds. In accordance with paragraph 19 B, all assets of the
trust funds, including investment income, shall be retained for
the exclusive benefit of Participants and Beneficiaries, shall be
used to pay benefits to such persons or to pay administrative
expenses to the extent not paid by the Company, and shall not
revert to or inure to the benefit of the Company prior to the
satisfaction of all such benefits.
Payment by the trust in good faith to one who claims to be
entitled to payment of a benefit hereunder shall discharge the
trust from any further liability therefor to any other claimant.
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In the discretion of the Company, the assets of the
aforementioned trust fund or funds may be held by a single
trustee, together and commingled with the assets of the trust
fund or funds provided for under the Weekly Plan, provided that
the beneficial interest of each trust fund in the commingled
assets shall be separately accounted for and the beneficial
interest of the trust fund or funds under the Management Plan
shall be applied solely in accordance with the Management Plan
and shall not be available to provide benefits under the Weekly
Plan, or for any other purpose. Expenses and taxes, to the
extent paid from the commingled trust assets, shall be equitably
divided between the trust fund or funds under the Management Plan
and the trust fund or funds under the Weekly Plan.
The Named Fiduciaries of the Management Plan are hereby
authorized to take such action as may be necessary to cause the
respective beneficial interests properly allocable to the Weekly
Plan and to the Management Plan, in the assets of the trust fund
held pursuant to The Consolidated Edison Pension and Benefits
Plan on December 31, 1982, to be determined and thenceforth
accounted for as two separate trust funds.
16. CONTRIBUTIONS
A. Payment of Contributions
The contributions by the Company shall be made at such times
as may be decided upon by the Company.
B. Funding Policy Procedure and Amount of Contributions
In accordance with the funding policy established by the
Company upon recommendation by the Named Fiduciaries based upon
the advice of an enrolled actuary, the Company from time to time
shall make contributions, determined on an annual basis as a
percentage of straight-time annual payroll for Management
Employees, in such amounts as it shall deem necessary to carry
out the objectives of the Management Plan, but in any event the
contributions shall: (1) conform to the funding standards of
Section 302 of ERISA; and (2) not be greater than the maximum
amount deductible for Federal income tax purposes during the year
for which the contribution is made.
C. Payment of Expenses
All expenses of investment and administration of the trust
fund and of administration of the Plan, including any taxes which
may be assessed or levied against the trust fund, shall be paid
by the Trustee from the trust fund, unless paid by the Company.
D. Restrictions on Recovery by Company of Contributions
Except as provided in paragraphs 20 B and 23 D, under no
circumstances shall amounts of money or other things of value
contributed by the Company to the trust fund be recoverable by
the Company from the trustee or from any Participant or
Beneficiary, or be used for, or diverted to, purposes other than
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for the exclusive benefit of the Participants and Beneficiaries
of the Management Plan; provided, however, that if a contribution
is made by the Company by mistake of fact, the contribution shall
be returned to the Company within one (1) year after the payment
of the contribution, or if the Management Plan or the trust (or
trusts) fails to qualify under Sections 401 and 501 of the Code
or (each contribution made to this Plan is expressly conditioned
on its deductibility under Section 404 of the Code) if the
deduction of any part of any contribution is disallowed, the
contribution shall be returned to the Company within one (1) year
after the date of denial of qualification of the Management Plan
or trust (or trusts) or within one (1) year after the
disallowance of the deduction.
E. Management Plan is Non-Contributory
No contributions by Employees shall be required hereunder.
17. FIDUCIARIES
A. Named Fiduciaries
1. Persons from time to time occupying the following
offices of the Company are hereby designated as Named Fiduciaries
and shall have authority jointly to control and manage the
operation and administration of the Management Plan (including
the appointment of the Plan Administrator): Chief Executive
Officer, Chief Financial Officer, and Chief Accounting Officer.
The Company may designate other persons who, upon acceptance of
such designation, shall serve as Named Fiduciaries either instead
of or in addition to those named above. Any such designation and
acceptance shall be in writing and retained by the Plan
Administrator.
2. The Named Fiduciaries may allocate fiduciary
responsibilities (other than trustee responsibilities as defined
in ERISA) among Named Fiduciaries and may designate persons other
than Named Fiduciaries to carry out fiduciary responsibilities
(other than trustee responsibilities as defined in ERISA) under
the Management Plan, in accordance with the following procedure:
The Chief Executive Officer of the Company shall in
writing allocate fiduciary responsibilities among the Named
Fiduciaries, and the acceptance of such responsibilities by the
Named Fiduciaries shall be in writing. Any designation by a Named
Fiduciary of persons other than Named Fiduciaries to carry out
fiduciary responsibilities (other than trustee responsibilities
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as defined in ERISA) shall be in writing, a copy of which shall
be delivered to the designee, and shall specify the fiduciary
responsibilities to be carried out by the designee. Written
notice of any such designation shall be given to all other Named
Fiduciaries by the Named Fiduciary who makes the designation.
Any such allocations and acceptances and designations, shall be
retained by the Plan Administrator.
3. A Named Fiduciary, or a fiduciary designated by a
Named Fiduciary pursuant to the procedure set forth in paragraph
17 A 2., may employ one or more persons to render advice with
regard to any responsibility such fiduciary has under the
Management Plan.
4. A person who is a Named Fiduciary with respect to
control or management of the assets of the Management Plan may
appoint, or terminate the appointment of, an investment manager
or managers to manage (including the power to acquire and dispose
of) any assets of the Management Plan.
5. A majority of the Named Fiduciaries may jointly,
with the prior approval of the Board of Trustees of the Company,
direct any trustee appointed pursuant to paragraph 15 to invest
all or any part of the trust fund held by such trustee in
insurance policies and contracts, including group annuity
contracts, and in tax-exempt group trusts, and from time to time
to liquidate any such investment in whole or in part.
B. Fiduciary Responsibilities
The Named Fiduciaries, and all other persons having
fiduciary responsibilities under the law, shall discharge their
duties with respect to the Management Plan in accordance with the
law, and solely in the interest of the Participants and
Beneficiaries and
1. for the exclusive purpose of:
(a) providing benefits to Participants and their
Beneficiaries; and
(b) defraying reasonable expenses of administering
the Management Plan;
2. with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with such matters would use in the
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conduct of an enterprise of a like character and with like aims;
3. by diversifying the investments of the Management
Plan so as to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so; and
4. in accordance with the documents and instruments
governing the Management Plan insofar as such documents and
instruments are consistent with the law.
C. General Provisions Concerning Fiduciaries
1. Any person or group of persons may serve in more
than one fiduciary capacity with respect to the Management Plan
(including service both as trustee and administrator).
2. Responsibilities for the operation and
administration of the Management Plan may be allocated in
accordance with the following procedure:
The Chief Executive Officer of the Company shall
allocate responsibilities for operation and administration of the
Management Plan, and shall notify all Named Fiduciaries of any
such allocation. Any such allocation shall be in writing, a copy
of which shall be delivered to the person to whom the
responsibilities are allocated, and shall be retained by the Plan
Administrator.
18. POWERS AND DUTIES OF PLAN ADMINISTRATOR
A. Rules and Decisions
The Plan Administrator may adopt such rules as he deems
necessary, desirable, or appropriate. All rules and decisions of
the Plan Administrator shall be uniform and consistent as to all
Participants and Beneficiaries in similar circumstances. When
making a determination or calculation, the Plan Administrator
shall be entitled to rely upon information furnished by a
Participant or Beneficiary, the Company, the legal counsel of the
Company, the enrolled actuary, any trustee of the trusts, or the
independent qualified public accountant.
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B. Records and Reports
The Plan Administrator shall exercise such authority and
responsibility, and perform such duties, as may be required in
order to comply with ERISA and governmental regulations issued
thereunder relating to records of Participants' service, accrued
benefits, and benefits which are nonforfeitable under the
Management Plan; notifications to participants, annual
registration with the Internal Revenue Service; annual reports to
the Department of Labor; and reports to the Pension Benefit
Guaranty Corporation.
C. Other Plan Administrator Powers and Duties
The Plan Administrator shall have such other duties and
powers as may be necessary to discharge his duties hereunder,
including but not by way of limitation, the following:
1. to decide all claims and questions of eligibility
and determine the amount, manner and time of payment of any
benefits hereunder and to construe and interpret the Management
Plan or the plans as may be necessary in connection therewith;
2. to prescribe procedures to be followed by
Participants or Beneficiaries filing applications for benefits;
3. to prepare and distribute, in such manner as he
determines to be appropriate, information explaining the
Management Plan;
4. to receive from the Company and from Participants
such information as shall be necessary for the proper
administration of the Management Plan;
5. to furnish the Company, upon request, such annual
reports with respect to the administration of the Management Plan
as are reasonable and appropriate;
6. to receive and review the periodic valuation of the
Management Plan made by the enrolled actuary;
7. to receive, review and keep on file (as he deems
convenient or proper) reports of the financial condition, and of
the receipts and disbursements, of the trust fund from the
trustee or trustees;
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8. to appoint or employ individuals to assist in the
administration of the Management Plan and to perform the specific
operational and administrative duties and functions necessary to
plan administration;
9. to receive service of legal process, as agent for
the Management Plan.
The Plan Administrator shall have no power to add to,
subtract from or modify any of the terms of the Management Plan,
or to change or add to any benefits provided by the Management
Plan, or to waive or fail to apply any requirements of
eligibility for a pension under the Management Plan.
19. ADMINISTRATION
A. Restriction on Powers
No rule or regulation under the Management Plan shall be
made and no action under its provision shall be taken which, with
respect to contributions or benefits, or in any other respect,
discriminates in favor of employees who are officers,
shareholders, persons whose principal duties consist in
supervising the work of other employees, or highly compensated
employees.
B. Ascertainment of Benefits
It shall be the duty of the Plan Administrator to examine
into the facts relating to each Employee and determine his rights
under the Management Plan and the amount and extent of the
benefit which shall be payable to him or his spouse and the dates
such benefit shall commence and cease. Such determination, if
made in conformance with the provisions of the Management Plan,
shall be final and binding upon such Employee and Employee's
spouse.
In making such determination, the Plan Administrator shall
follow the provisions of the Management Plan and shall not pay or
cause to be paid any benefit, either during the existence or upon
the discontinuance of the Management Plan, which would cause any
part of the trust fund or funds to be used for or diverted to
purposes other than for the exclusive benefit of the Employees of
the Company or their spouses pursuant to the provisions of the
Management Plan at any time prior to the satisfaction of all
liabilities with respect thereto under the Management Plan.
C. Claims
1. When any claim for benefits by a Participant or a
Beneficiary is denied, the claimant shall be notified in writing
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sent by certified mail of the specific reasons for the denial, in
a manner calculated to be understood by the claimant.
2. If the claim for benefits of a Participant or
Beneficiary is denied, the claimant shall have the right to a
full and fair review of the decision denying such benefits,
provided that the request for review, which shall be in writing
and addressed to the Plan Administrator, shall be made within
ninety (90) days after the claimant receives notice of the denial
of benefits.
D. Records
The Plan Administrator shall maintain or cause to be
maintained accounts showing the fiscal transactions of the
Management Plan, and shall cause to be kept, in convenient form,
such data as may be necessary for actuarial valuations under the
Management Plan and such other matters and records as may be
required to comply with ERISA.
20. TERMINATION OR MODIFICATION OF THE MANAGEMENT PLAN
A. Right to Terminate or Modify
The Company expects to continue the Management Plan
indefinitely and to make contributions to the trust fund or
funds under the Management Plan to meet the costs of all benefits
provided hereunder, as a current charge upon operating expenses.
The Company, however, except as it may have otherwise expressly
agreed, reserves the right in its absolute discretion at any time
and from time to time, and retroactively if deemed necessary or
appropriate by it to conform with governmental regulations or
other policies, by action of its Board of Trustees or pursuant to
authority granted by its Board of Trustees, to amend, modify or
terminate in whole or in part the Management Plan and the
contributions thereunder. No such amendment, modification or
termination, however, shall vest in the Company directly or
indirectly any interest, ownership or control in the trust fund,
except to the extent of any balance remaining after satisfaction
of all liabilities under the Management Plan. No such amendment
or modification shall retroactively decrease or otherwise affect
adversely Employees' accrued benefits under the Management Plan
as in effect on the later of the date on which the amendment is
adopted or becomes effective.
B. Rights Upon Termination
In the event of termination of the Management Plan, each
Participant's interest as of the date of the termination to the
extent then funded or protected by law, if greater, shall be
nonforfeitable. The funds of the Management Plan shall be used
for the exclusive benefit of persons entitled to benefits under
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the Management Plan as of the date of termination, except as
provided in paragraph 16 D. However, any funds not required to
satisfy all liabilities of the Management Plan for benefits
because of erroneous actuarial computation shall be returned to
the Company. The Plan Administrator shall determine on the basis
of actuarial valuation the share of the funds of the Management
Plan allocable to each person entitled to benefits under the
Management Plan in accordance with Section 4044 of ERISA or
corresponding provision of any applicable law in effect at the
time. In the event of a partial termination of the Management
Plan, the provisions of this paragraph 20 B shall be applicable
to the Employees affected by that partial termination.
21. MISCELLANEOUS
A. Merger or Consolidation
In the case of any merger or consolidation with, or transfer
of assets or liabilities to, any other plan, each Participant in
the Management Plan shall (if the Management Plan is terminated)
receive a benefit immediately after the merger, consolidation, or
transfer which is equal to or greater than the benefit he would
have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Management Plan had then
terminated).
B. Limitation of Benefits Payable to Highly Compensated
Employees
(1) The provisions of this paragraph 21 B shall apply
(i) in the event the Management Plan is terminated, to any
Employee who is a highly compensated employee or highly
compensated former employee (as those terms are defined in
Section 414(q) of the Code) of the Company and (ii) in any other
event, to any Employee who is one of the 25 highly compensated
employees or highly compensated former employees of the Company
with the greatest compensation in any Plan Year. The amount of
the annual payments to any one of the Employees to whom this
paragraph 21 B applies shall not be greater than an amount equal
to the annual payments that would be made on behalf of the
Employee during the year under a single life annuity that is of
equivalent actuarial value to the sum of the Employee's accrued
benefit and the Employee's other benefits under the Management
Plan. Equivalent actuarial value means equivalent value
determined on the basis of the same actuarial assumptions as used
for Table A or Table F, whichever Table is applicable.
(2) If, (i) after payment of Pension or other benefits
to any one of the Employees to whom this paragraph 21 B applies,
the value of Management Plan assets equals or exceeds 110 percent
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of the value of current liabilities (as that term is defined in
Section 412(1)(7) of the Code) of the Management Plan, (ii) the
value of the accrued benefit and other benefits of any one of the
Employees to whom this paragraph 21 B applies is less than one
per cent of the value of current liabilities of the Management
Plan, or (iii) the value of the benefits payable to an Employee
to whom this paragraph 21 B applies does not exceed the amount
described in Section 411(a)(11)(A) of the Code, the provisions of
subdivision (1) above will not be applicable to the payment of
benefits to such Employee.
(3) If an Employee to whom this paragraph 21 B
applies elects to receive a lump sum payment in lieu of his
accrued benefit and the provisions of subdivision (2) above are
not met with respect to such Employee, the Employee shall be
entitled to receive his benefit in full provided he shall agree
to repay to the Management Plan any portion of the lump sum
payment which would be restricted by operation of the provisions
of subdivision (1), and shall provide adequate security to
guarantee that repayment.
(4) Notwithstanding subdivision (1) of this paragraph
21 B, in the event the Management Plan is terminated, the
restriction of this paragraph 21 B shall not be applicable if the
benefit payable to any highly compensated employee and any highly
compensated former employee is limited to a benefit that is
nondiscriminatory under Section 401(a)(4) of the Code.
(5) If it should subsequently be determined by
statute, court decision acquiesced in by the Commissioner of
Internal Revenue, or ruling by the Commissioner of Internal
Revenue, that the provisions of this paragraph 21 B are no longer
necessary to qualify the Management Plan under the Code, this
paragraph 21 B shall be ineffective without the necessity of
further amendment to the Management Plan.
C. Forfeitures
Any forfeitures arising under the Management Plan shall be
used to reduce the Company's contribution.
22. TOP-HEAVY PROVISIONS
A. The following definitions apply to the terms used in
this paragraph 22:
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(i) "applicable determination date" means the last day
of the preceding Plan Year;
(ii) "top-heavy ratio" means the ratio of (x) the
present value of the cumulative accrued benefits under the
Management Plan for key employees to (y) the present value of the
cumulative accrued benefits under the Management Plan for all key
employees and non-key employees; provided however, that if an
individual has not performed services for the Company at any time
during the 5-year period ending on the applicable determination
date, any accrued benefit for such individual (and the account of
such individual) shall not be taken into account;
(iii) "applicable valuation date" means the date within
the preceding Plan Year as of which annual Plan costs are or
would be computed for minimum funding purposes;
(iv) "key employee" means an employee who is in a
category of employees determined in accordance with the
provisions of Section 416(i)(1) and (5) of the Code and any
regulations thereunder, and, where applicable, on the basis of
the Employee's remuneration which, with respect to any Employee,
shall mean the wages, salaries and other amounts paid in respect
of such Employee by the Company for personal services actually
rendered, determined before any pre-tax contributions under a
"qualified cash or deferred arrangement" (as defined under
Section 401(k) of the Code and its applicable regulations) or
under a "cafeteria plan" (as defined under Section 125 of the
Code and its applicable regulations), and shall include, but not
by way of limitation, bonuses, overtime payments and commissions;
and shall exclude deferred compensation, stock options and other
distributions which receive special tax benefits under the Code;
(v) "non-key employee" means any employee who is not a
key employee;
(vi) "average remuneration" means the average annual
remuneration of a Participant for the five consecutive years of
his service after December 31, 1983 during which he received the
greatest aggregate remuneration, as limited by Section 401(a)(17)
of the Code, from the Company, excluding any remuneration for
service after the last Plan Year with respect to which the
Management Plan is top-heavy;
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(vii) "required aggregation group" means each other
qualified plan of the Company (including plans that terminated
within the five-year period ending on the determination date) in
which there are participants who are key employees or which
enables the Management Plan to meet the requirements of Section
401(a)(4) or 410 of the Code; and
(viii) "permissive aggregation group" means each plan
in the required aggregation group and any other qualified plan(s)
of the Company in which all members are non-key employees, if the
resulting aggregation group continues to meet the requirements of
Sections 401(a)(4) and 410 of the Code.
B. For purposes of this paragraph 22, the Management Plan
shall be "top-heavy" with respect to any Plan Year beginning on
or after January 1, 1984, if as of the applicable determination
date the top-heavy ratio exceeds 60 percent. The top-heavy ratio
shall be determined as of the applicable valuation date in
accordance with Section 416(g)(3) and (4)(B) of the Code on the
basis of the 1971 TPF&C Forecast Mortality Table and an interest
rate of 5 1/2 percent per year compounded annually. For purposes
of determining whether the Management Plan is top-heavy, the
present value of accrued benefits under the Management Plan will
be combined with the present value of accrued benefits or account
balances under each other plan in the required aggregation group,
and, in the Company's discretion, may be combined with the
present value of accrued benefits or account balances under any
other qualified plan(s) in the permissive aggregation group. The
accrued benefit of a non-key employee under the Management Plan
or any other defined benefit plan in the aggregation group shall
be (i) determined under the method, if any, for accrual purposes
under all plans maintained by the Company or (ii) if there is no
such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule
described in Section 411(b)(1)(C) of the Code.
C. The following provisions shall be applicable to
Participants for any Plan Year with respect to which the
Management Plan is top-heavy:
(i) In lieu of the vesting rights specified in
paragraph 7, a Participant shall be vested in, and
have a nonforfeitable right to, a percentage of
his accrued benefit determined in accordance with
the provisions of the Management Plan and
subparagraph (ii) below, as set forth in the
following vesting schedule:
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Years of Vesting Service Percentage Vested
Less than 2 years 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 or more years 100%
(ii) The accrued benefit of a Participant who is a
non-key employee shall not be less than two percent of his
average remuneration multiplied by the number of years of his
Accredited Service, not in excess of 10, during the Plan Years
for which the Management Plan is top-heavy. That minimum benefit
shall be payable at a Participant's Normal Retirement Date. If
payments commence at a time other than the Participant's Normal
Retirement Date, the minimum accrued benefit shall be of
equivalent actuarial value to that minimum benefit.
(iii) The multiplier "1.25" in Sections
415(e)(2)(B)(i) and (3)(B)(i) of the Code
shall be reduced to "1.0," and the dollar
amount "$51,875" in Section
415(e)(6)(B)(i)(I) of the Code shall be
reduced to "$41,500."
D. If the Plan is top-heavy with respect to a Plan Year
and ceases to be top-heavy for a subsequent Plan Year, the
following provisions shall be applicable.
(i) The accrued benefit in any such subsequent Plan
Year shall not be less than the minimum accrued benefit provided
in paragraph (C)(ii) above, computed as of the end of the most
recent Plan Year for which the Management Plan was top-heavy.
(ii) If a Participant has completed three years of
Vesting Service on or before the last day of the most recent Plan
Year for which the Management Plan was top-heavy, the vesting
schedule set forth in paragraph (C)(i) above shall continue to be
applicable.
(iii) If a Participant has completed at least two, but
less than three, years of Vesting Service on or before the last
day of the most recent Plan Year for which the Management Plan
was top-heavy, the vesting provisions of paragraph 7 shall again
be applicable; provided, however, that in no event shall the
vested percentage of a Participant's accrued benefit be less than
the percentage determined under paragraph (C)(i) above as of the
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last day of the most recent Plan Year for which the Management
Plan was top-heavy.
23. RETIREE HEALTH PROGRAM ("PROGRAM")
A. Effective Date
This paragraph 23 shall become effective on January 1, 1986.
Prescription drug benefits coverage is extended to dependents (as
defined in Appendix I, Part A), effective May 1, 1988. Vision
care benefits described in Appendix I, Part A are added to the
Program effective June 1, 1988.
B. Benefits Provided
Appendix I, Part A to the Management Plan specifies the
benefits to be provided under this paragraph 23 to eligible
participants; provided, however, that, effective January 1, 1990,
the Plan Administrator shall have authority to maintain the
benefit limits so specified at levels the Plan Administrator
determines to be reasonable and customary. The company or
companies selected by the Plan Administrator to provide
medical/hospital benefits and/or to administer medical/hospital
claims and benefit payments and to provide prescription drugs
and/or to administer prescription drug and vision care claims and
benefit payments shall have final authority to decide all claims
and the amount of benefit payments under provisions of Appendix
I, Part A.
Effective January 1, 1993, a participant in the Program
shall not be entitled to reimbursement for medical/hospital,
vision care or prescription drug benefits under the Program to
the extent that similar benefits have actually been paid under
any other group coverage provided by or through the Company or a
Voluntary Employees' Beneficiary Association (VEBA), as defined
in Section 501(c)(9) of the Code, sponsored by the Company. In
the event that benefits shall have been paid with respect to such
participant by or through the Company or such VEBA, the amount
payable under this Program shall be the difference, if any,
between the amount that would have been payable under the Program
after application of all deductibles, coinsurance and benefit
limits, and the amount actually paid by or through the Company or
such VEBA.
C. Participants' Contributions
Appendix I, Part B sets forth the monthly contribution for
each covered person for medical/hospital and vision care benefits
coverage, which is required to be paid by a participating retired
Employee or surviving spouse. Effective January 1, 1993, the
contribution for a month shall be reduced by any contribution for
the same month made by the Employee or surviving spouse for
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similar medical/ hospital and vision care benefits coverage under
any other group coverage provided by or through the Company or a
VEBA sponsored by the Company. Participants' contributions shall
be deducted monthly from their Pension or Annuity payments,
unless another form of payment is approved by the Plan
Administrator.
Effective May 1, 1992, participants need not contribute
toward the cost of prescription drug benefits but are required to
pay an annual deductible and to make a copayment for each
prescription or refill as set forth in Appendix I, Part B.
D. Funding
The cost of the Program set forth in this paragraph 23 and
in Appendix I shall be funded by the contributions of
participants and of the Company through the Trust Fund described
in paragraph 15. All such contributions may be commingled with
Pension- and Annuity-related assets for investment and custody
purposes, but all Program contributions and earnings thereon, if
any, together with all disbursements under the Program, shall be
recorded and accounted for in one or more separate accounts
relating solely to this Program.
In the event the Company shall make a contribution to the
Trust Fund which includes contributions allocable both to Pension
and Annuity benefits and to the Program, the Company shall
clearly specify the portion of such contribution allocable to
Pension and Annuity Benefits and the portion allocable to the
Program.
In the event that all liabilities of the Program shall have
been fully satisfied and there are no persons participating in
the Program or eligible therefor, the entire balance in the
separate account relating to the Program shall be paid by the
Trustee to the Company.
E. Eligibility and Enrollment
(a) Only Employees who retire and immediately commence
receiving a retirement Pension from the Management Plan, their
spouses and dependents (as defined in Appendix I, Part A), and
surviving spouses who are receiving Annuities from the Management
Plan and their dependents (as defined in Appendix I, Part A)
shall be eligible for medical/ hospital benefits, and only such
retirees, their spouses and surviving spouses shall be eligible
for prescription drug benefits; provided, however, that former
Employees whose employment terminated because of disability and
who are eligible for an immediate Pension under the Management
Plan but have deferred commencement of such pension to continue
to receive Long Term Disability benefits, shall also be eligible
to enroll in the Program. Effective May 1, 1988, dependents (as
defined in Appendix I, Part A) shall be eligible for prescription
drug benefits, and, effective June 1, 1988, all persons enrolled
for medical/hospital benefits shall be eligible for vision care
benefits. Retirees and surviving spouses and their eligible
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dependents are eligible for prescription drug benefits whether or
not they enroll for medical/hospital benefits. A person not
otherwise eligible to participate in the Retiree Health Program
shall not become eligible to so participate solely by reason of
receiving payments as a Beneficiary pursuant to paragraphs 6 D, 6
E or 6 F.
(b) Each eligible retired Employee and surviving spouse
must enroll and commence participation in the Program upon the
earlier of the Effective Date or the earliest date she or he may
participate. However, an Employee who retires and immediately
commences receiving a retirement Pension from the Management
Plan, and/or the spouse of such Employee, who at that time
participates in a group (not individual) medical/hospital benefit
program provided by any source other than the Company and the
surviving spouse of such retired Employee whose death terminates
such other group coverage for such surviving spouse, may delay
commencement of participation in this Program until expiration of
such other group coverage, provided that such retired Employee or
surviving spouse continues to receive a Pension or Annuity from
the Management Plan at the time participation in this Program is
to commence. Any such retired Employee, spouse or surviving
spouse who desires to participate in this Program shall so notify
the Plan Administrator and shall furnish to the Plan
Administrator proof of such other group coverage and of its
expiration. In addition, a surviving spouse who is receiving an
annuity from the Management Plan, but who is also actively
employed by the Company and/or covered by its group coverage,
must delay commencement of participation in this Program until
termination of employment with the Company or other
discontinuance of participation in the Company's group coverage.
FAILURE BY AN ELIGIBLE PERSON TO ELECT TO PARTICIPATE
SHALL BE DEEMED TO BE A DECLINATION BY SUCH PERSON. IF AN
ELIGIBLE PERSON DECLINES TO PARTICIPATE OR IS DEEMED TO HAVE
DECLINED TO PARTICIPATE, SUCH PERSON AND SUCH PERSON'S SURVIVING
SPOUSE AND DEPENDENTS SHALL NOT PARTICIPATE IN THE PROGRAM AND
SHALL NOT BE ELIGIBLE TO PARTICIPATE AT A LATER DATE.
(c) Each retiree or surviving spouse eligible for
medical/hospital benefits beginning on the Effective Date shall
be notified, not less than 90 days before the Effective Date, of
such eligibility and of the terms and conditions of such
benefits. After the Program is effective, each Employee or
surviving spouse shall be notified not more than 90 days prior to
the earliest date she or he may participate, of such eligibility
and of the terms and conditions of such benefits. Such notice
shall be in writing and written in such manner as to be
understood by a person of average intellect and ability. Each
eligible person desiring to participate shall elect to
participate by completing and signing enrollment forms provided
by the Plan Administrator not later than 30 days before the
earliest day she or he may commence participation (or within 60
days after receipt of notification in the case of a surviving
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spouse of a suddenly deceased Employee). Each retiree or
surviving spouse eligible for vision care benefits shall receive
instructions for securing such benefits.
(d) Each retiree or surviving spouse eligible for
prescription benefits shall receive an identification card and
instructions for securing such benefits.
F. Limitations and Restrictions
Except as provided in paragraph 23 D., all contributions to
the Program and earnings thereon, if any, shall be for the
exclusive benefit of enrolled participants, and no part of such
assets shall be diverted to any other purpose. In no event shall
assets of the Management Plan relating to Pension and Annuity
benefits be utilized for health benefits, and in no event shall
assets of the Program be utilized for Pension or Annuity
benefits.
The Program shall be administered in such manner that it
shall not discriminate in favor of shareholders, officers and
highly compensated Employees of the Company. Any Employee who
during any Plan Year was a Key Employee, as defined in Section
416(i) of the Code, shall not be eligible to participate in the
Program.
G. Termination or Modification
THE COMPANY RESERVES THE RIGHT IN ITS ABSOLUTE
DISCRETION AT ANY TIME AND FROM TIME TO TIME AND WITHOUT PRIOR
NOTICE TO PARTICIPANTS, BY ACTION OF ITS BOARD OF TRUSTEES OR
PURSUANT TO AUTHORITY GRANTED BY ITS BOARD OF TRUSTEES, TO AMEND,
MODIFY OR TERMINATE IN WHOLE OR IN PART THE RETIREE HEALTH
PROGRAM SET FORTH ABOVE AND IN APPENDIX I AND TO REDUCE, CEASE OR
INCREASE ITS CONTRIBUTIONS TO THE PLAN FOR THE PROGRAM. NO SUCH
AMENDMENT, MODIFICATION, TERMINATION OR CHANGE IN COMPANY
CONTRIBUTIONS SHALL RETROACTIVELY AFFECT ADVERSELY ANY
PARTICIPANT'S BENEFIT UNDER THE PROGRAM.
24. COST-OF-LIVING ADJUSTMENTS
A. Effective Date
This paragraph 24 is effective as of January 1, 1987.
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B. Eligibility
All Pensions and Annuities payable under the Plan for the
month of April in a calendar year, which Pensions and Annuities
commenced to be paid prior to December 31 of the prior calendar
year, shall be eligible for an adjustment hereunder. In the case
of an Annuity payable to a surviving spouse of a retired
participant, the surviving spouse's Annuity shall be deemed to
have commenced on the date the retired participant's Pension
commenced.
C. Pensions and Annuities Adjusted Annually
Beginning with 1987, all eligible Pensions and Annuities
being paid from time to time under the Management Plan shall be
increased annually by the percentage determined under paragraph
24 D. Such adjustment shall be made for the month of April each
year and for each month thereafter, until further changed or
terminated in accordance with provisions of this Plan.
D. Percentage of Adjustment
Each annual adjustment shall equal seventy five percent
(75%) of the percentage increase rounded to the nearest one-tenth
percent (1/10%), in the Index specified in paragraph 24 F for the
preceding December over the Index for the next-preceding
December; provided, however, that such annual adjustment shall
not:
( i) exceed three percent (3%) or
(ii) be less than zero percent (0%), of the eligible
Pension or Annuity.
E. Limitation on Adjustments
No adjustment in a Pension or Annuity provided under this
paragraph 24 may cause such Pension or Annuity, as adjusted, to
be greater than the product of (A) the amount of such Pension or
Annuity paid for the month of December 1986 or the later month in
which the Pension or Annuity commenced ("Commencement Month"),
multiplied by (B) a fraction, the numerator of which shall be the
Index for the December immediately preceding the month of April
in which the adjustment is to be made, and the denominator of
which shall be the Index for the December immediately preceding
the Commencement Month. For all purposes of calculating this
limitation, the Annuity of a surviving spouse of an employee who
retired and commenced to receive a Pension, shall be 50% of such
retired employee's initial Pension, and the denominator of (B)
shall be the Index for December 1985 or the Index for the
December preceding the later month in which the retired employee
commenced to receive the Pension. Any increase pursuant to this
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paragraph 24 shall be reduced to the extent required to satisfy
the limitation set forth in this paragraph 24E.
F. Index
The Index to be used for purposes of this paragraph 24 shall
be the Consumer Price Index, all urban consumers-U.S. city
average, as published by the United States Department of Labor.
If at any time such Index is revised or discontinued, or if the
Named Fiduciaries determine that a different index, device or
other form of measurement more accurately measures the impact of
inflation on the purchasing power of retirees, the Named
Fiduciaries, with the advice of the Plan's Actuary, may
substitute such other index, device or other form of measurement
as they, in their discretion, determine to be appropriate.
G. Cash-Outs
In converting the deferred pension otherwise payable to an
Employee to a Cash-Out, the actuarial assumptions underlying such
conversion shall reflect 75 percent of the anticipated inflation
related component of long term interest rates, which shall be
calculated by subtracting an assumed real interest rate of 5.5
percent from the single interest rate that would produce a value
equal to the value produced by the interest rates used under
Section 417(e) of the Code, except that in no event shall the
rate of the assumed postretirement cost of living adjustment
exceed 3 percent or be less than zero.
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APPENDIX I - RETIREE HEALTH PROGRAM
PART A - BENEFITS
I. HOSPITAL/MEDICAL BENEFITS
Description:
A hospital and medical plan for eligible retirees, and
spouses, eligible surviving spouses of retirees, and unmarried
dependent children to the end of the calendar year in which they
attain age 19, or to the end of the calendar month in which they
attain age 23 if full-time unmarried students, or unmarried
handicapped children fully dependent on the eligible retiree or
surviving spouse for support and maintenance regardless of age,
provided such handicap was suffered prior to attaining age 19 or
while covered by this plan. Benefits will be provided to those
not eligible for Medicare and those eligible for Medicare except
that benefits provided shall, for those Participants who are
eligible for Medicare Parts A and B benefits, exclude benefits
available under Medicare Parts A and B, whether or not such
Participants have enrolled in Part A and/or Part B. Coverage
will be provided through a combination of three premium rates
established for: Single person not eligible for Medicare, single
person eligible for Medicare, and coverage for dependents (spouse
and/or children).
Annual Deductibles:
HOSPITAL - 50% of the Part A Medicare annual per person
deductible amount in effect at the time of the hospitalization
(subject to a maximum $50 per person annual out-of-pocket expense
for home health care expenses).
MEDICAL - $200 per person per year (includes the Medicare
Part B deductible). For families with 4 or more persons covered,
the maximum annual deductible is $600 and no more than $200 of
any one person's covered medical expenses will be applied toward
the family deductible.
Medical Expense Reimbursement Level:
Reasonable and customary charges as determined by the
company providing or administering medical expense benefits.
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Medical Expense Copayments:
20% for expenses from $200 to $7,500 per person per year.
None for expenses over $7,500 per person per year.
Medical Expense Lifetime Maximum Reimbursement:
$1,000,000 paid by the Plan for each individual.
Benefits:
HOSPITAL (Paid-in-Full)
A. Up to 365 days for semiprivate room and board and other
usual charges in a legally constituted hospital, skilled nursing
facility approved by Medicare, or hospice.
B. Up to 100 days of rehabilitative care in a JCHA
rehabilitation institution per person per year.
C. 30 days per person per year for treatment of mental,
psychoneurotic, or personality disorders in semiprivate room in
an approved facility.
D. Up to 200 home health care visits per person per year
by a licensed approved Home Health Care Agency.
E. Emergency room charges for accidental injury or sudden
and serious illness (not subject to deductible).
F. Outpatient preadmission testing (not subject to the
deductible).
G. Pregnancy is treated the same as any other sickness.
H. Effective January 1, 1992, precertification for
hospital admission for a person who is not Medicare-eligible and
concurrent review of length of hospital stay. The
precertification program will review the medical necessity and
length of hospital stays. If a participant does not call the
insurance carrier administering the program for precertification
before a scheduled hospital admission or within two business days
after an emergency hospital admission, the participant will be
responsible for $100 per day of the hospital charges normally
covered under the plan, up to a maximum cost to the participant
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of $500. This amount shall be in addition to the plan's hospital
deductible. If a participant stays in the hospital for more days
than the insurance carrier has certified, the participant may be
responsible for the full cost of the uncertified days.
I. Effective January 1, 1993, inpatient diagnosis and
treatment in a hospital or in an alcohol or substance abuse
treatment center of alcoholism or alcohol abuse and substance
abuse or substance dependence subject to the following
limitations as to days of care:
- Up to 7 days of alcohol detoxification in any
calendar year and up to 30 days of alcohol rehabilitation in any
calendar year, but not more than 60 days in a lifetime.
- Up to 14 days of substance detoxification in
any calendar year and up to 30 days of substance rehabilitation
in any calendar year, but not more than 60 days in a lifetime.
MEDICAL
A. Payment of 100% of reasonable and customary charges
(not subject to the deductible) for:
Charges for outpatient surgery, provided a second
opinion has been obtained, if required by the Plan
Mandatory second opinion, which is required by the Plan
for the following elective surgical procedures:
- All foot surgery, including bunionectomy,
arthrotomy, phalangectomy, capsulotomy, arthrodesis,
arthroplasty, and straightening of hammer toe.
- Varicose vein ligation and stripping
- Knee surgery, including arthrectomy,
arthrotomy, arthroscopy with partial meniscectomy, and
arthroplasty.
- Coronary Bypass procedures
- Dilation and Curettage
- Cataract surgery
- Varicocelectomy
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- Hysterectomy
- Mastectomy
- Prostate surgery
- Intervertebral disc or spinal surgery
- Hemorrhoidectomy
- Deviated septum repair or reconstruction
B. Payment of 50% of reasonable and customary charges,
subject to deductible, for:
- Elective surgical procedures for which mandatory
second opinion has not been obtained
- Outpatient treatment of mental, psychoneurotic and
personality disorders (effective January 1, 1993, subject to a
$1,500 annual maximum per person provided, however, that a
minimum reimbursement of $30 a visit will apply).
- Routine foot care ($250 maximum per person per year)
- Licensed Chiropractor services ($500 maximum per
person per year)
C. Payment of reasonable and customary charges, subject to
deductibles and copayments, for:
- Hospital services and supplies not covered under
Hospital benefits
- Physician's services and supplies furnished as part
of those services
- Inpatient surgical charges, provided a second
opinion has been obtained, if required by the Plan
- X-Rays; X-Ray, Radium and Radioactive isotope
therapies; Chemotherapy
- Laboratory services and diagnostic testing
- Surgical dressings, casts, splints, and other
devices used for reductions, fractures and dislocations
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- Anesthetics and their administration
- Rental or purchase of durable medical equipment when
medically necessary
- Inpatient and outpatient private duty nursing care
at a level determined to be appropriate and medically necessary
by the insurance company insuring the benefits under the Plan
- Medically necessary ambulance services
- Artificial limbs, larynxes, eyes and other
non-dental prosthetic devices
- Braces, trusses and crutches
- Heart pacemakers
- Treatment of accidentally injured natural teeth
within 12 months of accident, including dental surgery and
prosthetic devices
- Manual manipulation of the spine to correct a
subluxation demonstrated by X-ray
- Oxygen
- Examination, purchase, and fitting of hearing aids,
not subject to 20% copayment, but subject to a maximum of $300
per ear per lifetime
- Physical, speech, and occupational therapy when
medically necessary
- Transfusions of blood and blood components and
charges for the administration of the same
- Renal dialysis
D. Effective January 1, 1993, payment of 80% of reasonable
and customary charges, subject to deductible, for diagnostic and
medically necessary outpatient treatment of alcoholism or alcohol
abuse and substance abuse or substance dependence for up to 60
outpatient visits per person in a calendar year. Up to an
aggregate of 20 of the visits may be used for counseling covered
family members.
68 10/18/95
<PAGE>
<PAGE>
Exclusions:
- Injuries arising out of, or in the course of,
employment for pay
- Injury or sickness caused by an act of war
- Prescription drugs and medications (except those
dispensed during a hospital stay)
- Custodial Care
- Doctor's services or X-rays relating to teeth
(except for treatment of accidental injury to natural teeth or
removal of malignant mouth tumor)
- Services and supplies provided by any government
agencies, or covered by worker's compensation, governmental
agencies, no-fault insurance, or where there is no obligation to
pay
- Routine check-ups
- Eyeglasses, contact lenses, eye examinations, vision
training, and eye surgery to correct near- or far-sightedness or
astigmatism
- Immunizations
- Acupuncture except when medically necessary and
provided by a licensed physician
- Cosmetic surgery (except reconstructive surgery
required as a result of injury, infection, disease or bodily
function impairment due to birth disease or defect)
- Personal comfort items
- Experimental procedures or therapies
- Orthotic devices
- Blood or blood plasma replaced by or for the patient
- Actual or attempted impregnation or fertilization
69 10/18/95
<PAGE>
<PAGE>
- Nursing or any therapy provided by the retiree, or
retiree's spouse, child, brother, sister, parent or parent-in-law
- Services or supplies not reasonable or customary or
not medically necessary
II. PRESCRIPTION DRUG BENEFITS
Description:
A prescription drug payment Plan for retirees and their
spouses, or surviving spouses of retirees, and, effective May 1,
1988, for their unmarried dependent children to the end of the
calendar year in which they attain age 19, or to the end of the
calendar month in which they attain age 23 if they are full-time
students, and for their unmarried handicapped children who are
fully dependent on the retiree or surviving spouse for support
and maintenance regardless of age, provided such handicap was
suffered prior to attaining age 19 or while covered by this Plan.
Benefits are processed and administered by one or more companies
selected by the Plan Administrator from time to time.
Cost to Participants:
Effective May 1, 1992, there is an annual deductible per
family set forth in Appendix I, Part B, that must be met before
the Plan will reimburse a participant for prescriptions obtained
under the prescription card program. The annual deductible shall
not apply to prescriptions obtained under the mail service
program.
Each prescription or refill requires the copayment set forth
in Part B (the "required copayment") to be made by the retiree,
but the Plan pays the entire balance of the cost for
prescriptions filled under mail service coverage and, after the
annual deductible is met, the entire balance of the cost of
prescriptions filled at pharmacies designated as participating
pharmacies for basic benefits.
Effective January 1, 1993, participants using
non-participating pharmacies must pay for their prescriptions and
submit reimbursement claims to the Plan. After the annual
deductible is met, the Plan will reimburse participants an amount
equal to one hundred percent (100%) of the average wholesale
price of the prescription less the applicable co-payment.
70 10/18/95
<PAGE>
<PAGE>
Basic Coverage:
Virtually all legend drugs and medicines requiring a
prescription from a doctor are eligible for payment. Compounded
medication must include at least one prescription legend drug. A
quantity sufficient for 34 days may be dispensed. Included are
insulin and drugs prescribed for chronic conditions. Certain
chronic prescription drugs may be dispensed in amounts up to 100
unit doses.
Refills of prescriptions are also covered. Authorized
refills may be filled only up to one year from the date of the
original prescription. After one year, the Plan requires a new
prescription from the physician.
There is no limit to the number of prescriptions that may be
filled, but the Participant must make the required co-payment for
each prescription and each refill.
Prescription costs are covered whether the prescribing
doctor is a doctor of medicine, a doctor of osteopathy, a dentist
or a podiatrist.
Mail Service Coverage:
Prescription drugs taken on an ongoing basis are available
in up to 180 day supply quantities by mail from the provider
selected by the Plan Administrator. The same drugs are included
for mail service benefits as for basic coverage.
Exclusions:
- Medicines and drugs ordinarily available without a
doctor's prescription.
- Charges for the administration or injection of any
drug.
- Therapeutical devices or appliances, including
hypodermic needles, syringes, support garments and other
non-medical substances, regardless of intended use (except that
hypodermic needles and syringes are covered under the mail
service program).
- Investigational or experimental drugs.
- Immunization agents, biological sera, blood or blood
plasma.
71 10/18/95
<PAGE>
<PAGE>
- Medication taken or administered to an individual,
while he or she is a patient in a licensed hospital, rest home,
sanitarium, extended care facility, convalescent facility,
nursing home, etc., which operates on its premises a facility for
dispensing pharmaceutical.
Securing Basic Benefits:
Eligible participants will receive from the firm
administering the benefits an identification card to be presented
with the required co-payment at participating pharmacies. If
prescriptions are purchased at nonparticipating pharmacies, the
pharmacist must complete an approved Prescription Drug Claim Form
for submission to the firm administering the benefits.
Securing Mail Service Benefits:
Eligible participants should submit a Patient Profile
Questionnaire to the firm selected by the Plan Administrator to
administer mail service prescriptions together with the first
prescription for up to a 180 day supply (refillable if
applicable), and the required co-payment for each prescription.
Only the required co-payment for each prescription or refill must
be submitted with all future prescriptions or refills.
III. VISION CARE BENEFITS
Description
Vision care benefits provided within the medical/hospital
benefit plan for retirees and their spouses, or surviving spouses
of retirees, and for their dependent children who are eligible
for medical/hospital benefits under the Program. Benefits are
processed and administered by one or more companies selected by
the Plan Administrator from time to time.
SCHEDULE OF BENEFITS
The maximum reimbursable amounts are:
I. Vision Care Examination $20
II. A. or B., effective January 1, 1990:
A. Pair of eyeglass lenses $25
Eyeglass frames $20
B. Contact Lenses $45
72 10/18/95
<PAGE>
<PAGE>
Covered Vision Care:
Each eligible Participant is entitled to one eye examination
and one pair of eyeglasses or contact lenses once in every 24
consecutive calendar months, as follows:
1. Eye Examination:
Vision examination when performed by a physician licensed to
perform vision examinations and prescribe lenses, an
ophthalmologist, or optometrist who evaluate the health and
visual status of the eyes. An examination usually includes: case
history, visual acuity (clearness of vision), external
examination and measurement, interior examination with
ophthalmoscope, pupillary reflexes and eye movements, retinoscopy
(shadow test), subjective refraction, coordination measurements
(far and near), tonometry (glaucoma test), medicating agents for
diagnostic purposes, if applicable, and an analysis of the
findings with recommendations and a prescription, if required.
2. Either A. or B.:
A. Eyeglasses, including:
(i) Two glass or plastic lenses, when they are
prescribed by an ophthalmologist, a physician licensed to perform
vision examinations and prescribe lenses or an optometrist.
Lenses must meet the standards of the American National Standards
Institute.
(ii) Frames adequate to hold lenses.
B. Contact Lenses
3. Dispensing Services
The allowances stated above include dispensing services
performed by an ophthalmologist, a physician licensed to perform
vision examinations and prescribe lenses, an optometrist or an
optician who, based on a prescription prepares or orders the
eyeglasses or contact lenses selected, verifies the accuracy of
the lenses and assures that the eyeglasses or contact lenses fit
properly.
73 10/18/95
<PAGE>
<PAGE>
Limitations and Exclusions:
Benefits are not payable for:
- The difference between the actual charge for services,
lenses and/or frames, and the maximum amount therefor in the
schedule of benefits.
- Service or supplies for which the covered person is
entitled to or receives benefits under any other plan or program,
insured or uninsured, for which the covered person's employer
directly or indirectly pays all or part of the cost;
- Drugs or any other medication not administered for the
purpose of a vision examination;
- Services and supplies in connection with medical or
surgical treatment of the eye;
- Services and supplies in connection with special
procedures such as, but not limited to, orthoptics, vision
training, subnormal vision aids, aniseikonic lenses and
tonography;
- Vision examination rendered and lenses or frames ordered:
1. before the person became eligible for vision care
benefits coverage; or
2. after termination of vision care benefits coverage;
- Services or supplies not prescribed as necessary by a
licensed physician, optometrist or optician;
- Charges for services or supplies that are experimental in
nature;
- Replacement of lenses or frames that are lost or broken
unless at the time of replacement the covered person is otherwise
eligible under the frequency of services provision;
- Services or supplies that are covered by any worker's
compensation laws or similar legislation;
- Services or supplies for which no charge is made that the
covered person is legally obligated to pay or for which no charge
would be made in the absence of vision care benefits coverage;
74 10/18/95
<PAGE>
<PAGE>
- Sunglasses or other tinted glasses of any kind,
photosensitive or anti-reflective lenses and aniseikonic lenses,
to the extent any such charges exceed the charges for clear white
plastic or glass lenses;
- Services or supplies required by an employer as a
condition of employment, or which the employer is required to
provide directly to the employee according to the terms of a
labor contract;
- Services or supplies required by a government body;
- Services or supplies furnished by any government and any
charges to the extent benefits are provided by government
programs.
Securing Benefits
To file a claim a Participant should obtain a Retiree Health
Plan claim form from the Company. The Participant should fill in
the Participant portion of the claim form and have the form
completed by the provider. The Participant should then send the
completed form to the benefit processor who will reimburse
Participant for the actual charge paid by the Participant for
covered vision expenses but not for more than the amounts set
forth in the schedule for maximum reimbursement amounts.
Alternatively, the Participant may on the Retiree Health
Plan claim form request an assignment of the benefits to the
provider, in which event the benefits processor will
send the reimbursement check directly to the provider. The
Participant is responsible for paying the full difference between
the actual charges and the amount reimbursed.
IV. MODIFICATION OR TERMINATION OF PROGRAM
THE COMPANY RESERVES THE RIGHT IN ITS ABSOLUTE DISCRETION AT
ANYTIME AND FROM TIME TO TIME AND WITHOUT PRIOR NOTICE TO
PARTICIPANTS, BY ACTION OF ITS BOARD OF TRUSTEES OR PURSUANT TO
AUTHORITY GRANTED BY ITS BOARD OF TRUSTEES, TO AMEND, MODIFY OR
TERMINATE IN WHOLE OR IN PART THE RETIREE HEALTH PROGRAM SET
FORTH IN THIS APPENDIX I, AND TO REDUCE, CEASE OR INCREASE ITS
CONTRIBUTIONS TO THE PLAN FOR THE PROGRAM. NO SUCH AMENDMENT,
MODIFICATION, TERMINATION OR CHANGE IN COMPANY CONTRIBUTIONS
SHALL RETROACTIVELY AFFECT ADVERSELY ANY PARTICIPANT'S BENEFITS
UNDER THE PROGRAM.
75 10/18/95
<PAGE>
<PAGE>
PART B - COSTS
Retiree Monthly Contribution for Medical/Hospital Benefits
Effective October 1, 1994 the following amounts for each
participating eligible individual shall be deducted from the
monthly Pension or Annuity payments to the retiree or surviving
spouse:
A. Where Employee Retired Before June 1, 1988:
Not Eligible Eligible
for Medicare for Medicare
Retiree $ 48 $ 19
One or more
Dependents $ 72 $ 29
Surviving Spouse $ 48 $ 19
B. Where Employee Retired After May 31, 1988:
Not Eligible Eligible
for Medicare for Medicare
Retiree $ 72 $ 19
One or more
Dependents $ 108 $ 29
Surviving Spouse $ 72 $ 19.
Required Deductible and Copayment For Prescription Drugs
Effective May 1, 1992, a $25 annual deductible per family
must be met before the Plan pays for any prescriptions obtained
under the prescription card program. Effective May 1, 1992, the
required copayment for basic coverage shall be $6.00 for brand
name products and $3.00 for generic products, and there shall be
no copayment for prescription drugs obtained under the mail
service program.
Company Contribution
Each plan year, the Company will contribute an amount equal
to the excess of the actuarially determined cost over total
retiree contributions; provided, however, that the Company's
76 10/18/95
<PAGE>
<PAGE>
aggregate actual contributions for medical benefits shall not
exceed 25 percent of the Company's total actual contributions to
the Management Plan (other than contributions to fund past
service credits) after January 1, 1986, the date on which the
Program was established.
Effective Dates
The contribution and prescription drug annual deductible and
co-payment levels set forth above are effective for the time
periods indicated. New contribution, deductible and co-payment
levels will be established by the Company from time to time, and
Participants will be notified in advance of the effective date
thereof. ANY INCREASES IN COSTS SHALL BE THE SOLE RESPONSIBILITY
OF PARTICIPATING INDIVIDUALS, except to the extent the Company,
in its sole discretion, elects to increase its contribution over
levels in effect upon the dates indicated above.
77 10/18/95
<PAGE>
<PAGE>
<TABLE>
TABLE A
EARLY RETIREMENT DISCOUNT FACTORS
APPLIED TO THE EMPLOYEE'S ACCRUED PENSION FOR RETIREMENTS PRIOR
TO THE ATTAINMENT OF THE OPTIONAL RETIREMENT DATE
(MONTHS PRIOR IS THE NUMBER OF MONTHS BETWEEN AN EMPLOYEE'S RETIREMENT DATE
AFTER HIS SIXTIETH BIRTHDAY AND THE DATE OF RETIREMENT)
(ALSO APPLIED IN CALCULATION OF SURVIVING SPOUSE BENEFIT)
<S> <C> <C> <C> <C> <C> <C> <C>
Months Discount Months Discount Months Discount Months Discount
Prior Factor Prior Factor Prior Factor Prior Factor
1 0.99875 49 0.93875 97 0.46900 145 0.36200
2 0.99750 50 0.93750 98 0.46600 146 0.36000
3 0.99625 51 0.93625 99 0.46300 147 0.35800
4 0.99500 52 0.93500 100 0.46000 148 0.35600
5 0.99375 53 0.93375 101 0.45700 149 0.35400
6 0.99250 54 0.93250 102 0.45400 150 0.35200
7 0.99125 55 0.93125 103 0.45100 151 0.35000
8 0.99000 56 0.93000 104 0.44800 152 0.34800
9 0.98875 57 0.92875 105 0.44500 153 0.34600
10 0.98750 58 0.92750 106 0.44200 154 0.34400
11 0.98625 59 0.92625 107 0.43900 155 0.34200
12 (59) 0.98500 60 (55) 0.92500 108 (51) 0.43600 156 (47) 0.34000
13 0.98375 61 0.57700 109 0.43400 157 0.33800
14 0.98250 62 0.57400 110 0.43200 158 0.33600
15 0.98125 63 0.57100 111 0.43000 159 0.33400
16 0.98000 64 0.56800 112 0.42800 160 0.33200
17 0.97875 65 0.56500 113 0.42600 161 0.33000
18 0.97750 66 0.56200 114 0.42400 162 0.32800
19 0.97625 67 0.55900 115 0.42200 163 0.32600
20 0.97500 68 0.55600 116 0.42000 164 0.32400
21 0.97375 69 0.55300 117 0.41800 165 0.32200
22 0.97250 70 0.55000 118 0.41600 166 0.32000
23 0.97125 71 0.54700 119 0.41400 167 0.31800
24 (58) 0.97000 72 (54) 0.54400 120 (50) 0.41200 168 (46) 0.31600
25 0.96875 73 0.54100 121 0.41000 169 0.31400
26 0.96750 74 0.53800 122 0.40800 170 0.31200
27 0.96625 75 0.53500 123 0.40600 171 0.31000
28 0.96500 76 0.53200 124 0.40400 172 0.30800
29 0.96375 77 0.52900 125 0.40200 173 0.30600
30 0.96250 78 0.52600 126 0.40000 174 0.30400
31 0.96125 79 0.52300 127 0.39800 175 0.30200
32 0.96000 80 0.52000 128 0.39600 176 0.30000
33 0.95875 81 0.51700 129 0.39400 177 0.29800
34 0.95750 82 0.51400 130 0.39200 178 0.29600
35 0.95625 83 0.51100 131 0.39000 179 0.29400
36 (57) 0.95500 84 (53) 0.50800 132 (49) 0.38800 180 (45) 0.29200
37 0.95375 85 0.50500 133 0.38600
38 0.95250 86 0.50200 134 0.38400
39 0.95125 87 0.49900 135 0.38200
40 0.95000 88 0.49600 136 0.38000
41 0.94875 89 0.49300 137 0.37800
42 0.94750 90 0.49000 138 0.37600
43 0.94625 91 0.48700 139 0.37400
44 0.94500 92 0.48400 140 0.37200
45 0.94375 93 0.48100 141 0.37000
46 0.94250 94 0.47800 142 0.36800
47 0.94125 95 0.47500 143 0.36600
48 (56) 0.94000 96 (52) 0.47200 144 (48) 0.36400
Exact ages shown in parenthesis Retirement Plan for Management Employees - 1989
</TABLE>
- 78 -
<PAGE>
<PAGE>
TABLE B
LUMP-SUM DISTRIBUTION FACTORS
(Present Value Factors)
Factor Corresponding to Age of Employee at Termination
Which When Applied to Vested Pension Payable at Age 65
Will Determine "Cashout" Value
Age * Factor Age * Factor
20 0.6969 45 2.7271
21 0.7335 46 2.8859
22 0.7743 47 3.0552
23 0.8173 48 3.2359
24 0.8628 49 3.4289
25 0.9108 50 3.6354
26 0.9615 51 3.8566
27 1.0151 52 4.0937
28 1.0717 53 4.3482
29 1.1315 54 4.6216
30 1.1947 55 4.9158
31 1.2614 56 5.2325
32 1.3320 57 5.5737
33 1.4066 58 5.9415
34 4.4855 59 6.3387
35 1.5689 60 6.7692
36 1.6571 61 7.2372
37 1.7504 62 7.7472
38 1.8492 63 8.3042
39 1.9538 64 8.9143
40 2.0645
41 2.1817
42 2.3060
43 2.4379
44 2.5781
* Age at termination is age nearest birthday.
(Age 43 and 6 months = Age 44)
Mortality: 1971 TPF&C Forecast
Interest: 5.50%
- 79 -
<PAGE>
<PAGE>
TABLE C
10 Year Certain Annuity
Conversion Factors
Age Factor Age Factor
45 .9948 61 .9716
46 .9942 62 .9679
47 .9935 63 .9637
48 .9927 64 .9589
49 .9919 65 .9535
50 .9911 66 .9474
51 .9901 67 .9405
52 .9891 68 .9329
53 .9880 69 .9243
54 .9868 70 .9148
55 .9854 71 .9042
56 .9838 72 .8925
57 .9820 73 .8796
58 .9800 74 .8654
59 .9776 75 .8499
60 .9748
Basis:
GATT GAM (1983 GAM with Margins Weighted 50% male and 50% female)
7.50%
Effective Date: January 1, 1995
- 80 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 RETIREMENT
- --------------------------------------------------------------------------------------------------------
20 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 20
21 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 21
22 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 22
23 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 23
24 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 24
25 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 25
26 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 26
27 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 27
28 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 28
29 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 29
30 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 30
31 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 31
32 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 32
33 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 33
34 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 34
35 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 35
36 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 36
37 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 37
38 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 38
39 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 39
40 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 40
41 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 41
42 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 42
43 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 43
44 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 44
45 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 45
46 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 46
47 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 47
48 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 48
49 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 49
50 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 50
51 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 51
52 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 52
53 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 53
54 .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 54
---------------------------------------------------------------------------------
20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 81 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 RETIREMENT
- --------------------------------------------------------------------------------------------------------
55 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 55
56 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 56
57 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 57
58 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 58
59 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 59
60 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 60
61 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 61
62 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 62
63 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 63
64 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 64
65 .... .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 65
66 .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 66
67 .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 67
68 .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 68
69 .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 69
70 .... .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 70
71 .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 71
72 .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 72
73 .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 73
74 .... .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 74
75 .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 75
76 .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 76
77 .... .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 77
78 .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 78
79 .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 79
80 .... .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 80
81 .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 81
82 .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 82
83 .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 83
84 .... .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 84
85 .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 85
86 .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 86
87 .... .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 87
88 .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 88
89 .... .... .... .... .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 .999 89
---------------------------------------------------------------------------------
20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 82 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 RETIREMENT
- --------------------------------------------------------------------------------------------------------
20 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 20
21 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 21
22 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 22
23 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 23
24 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 24
25 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 25
26 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 26
27 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 27
28 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 28
29 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 29
30 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 30
31 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 31
32 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 32
33 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 33
34 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 34
35 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 35
36 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 36
37 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 37
38 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 38
39 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 39
40 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 40
41 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 41
42 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 42
43 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 43
44 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 44
45 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 45
46 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 46
47 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 47
48 .999 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 48
49 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .998 .997 .997 .996 .996 .996 49
50 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .998 .997 .997 .996 .996 .996 50
51 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 51
52 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 52
53 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 53
54 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 54
---------------------------------------------------------------------------------
35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 83 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 RETIREMENT
- --------------------------------------------------------------------------------------------------------
55 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 55
56 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 56
57 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 57
58 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 58
59 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 59
60 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 60
61 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 61
62 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 62
63 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 63
64 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 64
65 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 65
66 .999 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .996 .996 .996 .995 66
67 .999 .999 .999 .999 .999 .998 .998 .998 .998 .998 .997 .997 .996 .996 .996 .995 67
68 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .996 .995 68
69 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 69
70 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 70
71 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 71
72 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 72
73 .999 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 73
74 .999 .999 .999 .999 .998 .998 .998 .998 .998 .997 .997 .996 .996 .996 .995 .995 74
75 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 75
76 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 76
77 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 77
78 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 78
79 .999 .999 .999 .999 .998 .998 .998 .998 .997 .997 .996 .996 .996 .995 .995 .994 79
80 .999 .999 .999 .998 .998 .998 .998 .998 .997 .997 .996 .996 .995 .995 .994 .994 80
81 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 .994 81
82 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 .994 82
83 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 .993 83
84 .999 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 .993 84
85 .999 .999 .998 .998 .998 .998 .998 .997 .997 .996 .996 .996 .995 .994 .994 .993 85
86 .999 .999 .998 .998 .998 .998 .998 .997 .997 .996 .996 .995 .995 .994 .994 .993 86
87 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 .994 .993 87
88 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 .993 .993 88
89 .999 .999 .998 .998 .998 .998 .997 .997 .997 .996 .996 .995 .995 .994 .993 .993 89
---------------------------------------------------------------------------------
35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 84 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 RETIREMENT
- --------------------------------------------------------------------------------------------------------
20 .996 .996 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .983 .980 20
21 .996 .996 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .983 .980 21
22 .996 .996 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 22
23 .996 .996 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 23
24 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 24
25 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 25
26 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 26
27 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 27
28 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 28
29 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 29
30 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 30
31 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 31
32 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 32
33 .996 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 33
34 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 34
35 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 35
36 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 36
37 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 37
38 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 38
39 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 39
40 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 40
41 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 41
42 .996 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 42
43 .996 .995 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .986 .984 .982 .979 43
44 .996 .995 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .985 .984 .982 .979 44
45 .996 .995 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .985 .984 .982 .979 45
46 .996 .995 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .985 .984 .981 .979 46
47 .996 .995 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .985 .983 .981 .979 47
48 .996 .995 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .985 .983 .981 .979 48
49 .996 .995 .995 .994 .994 .993 .992 .991 .991 .989 .988 .987 .985 .983 .981 .979 49
50 .996 .995 .995 .994 .994 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .979 50
51 .996 .995 .995 .994 .994 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .979 51
52 .996 .995 .995 .994 .994 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .979 52
53 .996 .995 .995 .994 .994 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .978 53
54 .996 .995 .995 .994 .994 .993 .992 .991 .990 .989 .988 .986 .985 .983 .981 .978 54
---------------------------------------------------------------------------------
50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 85 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 RETIREMENT
- --------------------------------------------------------------------------------------------------------
55 .996 .995 .995 .994 .994 .993 .992 .991 .990 .989 .988 .986 .985 .983 .981 .978 55
56 .996 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .985 .983 .980 .978 56
57 .996 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 .978 57
58 .996 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 .978 58
59 .995 .995 .995 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 .977 59
60 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 .977 60
61 .995 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 .977 61
62 .995 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .986 .984 .982 .979 .977 62
63 .995 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .985 .984 .981 .979 .976 63
64 .995 .995 .994 .994 .993 .992 .991 .991 .989 .988 .987 .985 .983 .981 .979 .976 64
65 .995 .995 .994 .994 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .978 .976 65
66 .995 .995 .994 .994 .993 .992 .991 .990 .989 .988 .986 .985 .983 .981 .978 .975 66
67 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .985 .983 .980 .978 .975 67
68 .995 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .984 .982 .980 .978 .975 68
69 .995 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 .977 .974 69
70 .995 .994 .994 .993 .992 .992 .991 .990 .989 .987 .986 .984 .982 .979 .977 .974 70
71 .995 .994 .994 .993 .992 .992 .991 .990 .988 .987 .985 .984 .981 .979 .976 .973 71
72 .995 .994 .994 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .979 .976 .973 72
73 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .985 .983 .981 .978 .975 .972 73
74 .995 .994 .993 .993 .992 .991 .990 .989 .988 .986 .985 .983 .980 .978 .975 .972 74
75 .994 .994 .993 .993 .992 .991 .990 .989 .987 .986 .984 .982 .980 .977 .974 .971 75
76 .994 .994 .993 .992 .992 .991 .990 .989 .987 .986 .984 .982 .979 .977 .974 .970 76
77 .994 .994 .993 .992 .991 .990 .989 .988 .987 .985 .984 .981 .979 .976 .973 .970 77
78 .994 .993 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .979 .976 .973 .969 78
79 .994 .993 .993 .992 .991 .990 .989 .988 .986 .985 .983 .981 .978 .975 .972 .968 79
80 .994 .993 .992 .992 .991 .990 .989 .988 .986 .984 .982 .980 .978 .975 .971 .968 80
81 .994 .993 .992 .992 .991 .990 .989 .987 .986 .984 .982 .980 .977 .974 .971 .967 81
82 .994 .993 .992 .991 .990 .989 .988 .987 .985 .984 .982 .979 .977 .974 .970 .966 82
83 .993 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .979 .976 .973 .970 .966 83
84 .993 .993 .992 .991 .990 .989 .988 .986 .985 .983 .981 .979 .976 .973 .969 .965 84
85 .993 .992 .992 .991 .990 .989 .988 .986 .985 .983 .981 .978 .975 .972 .968 .964 85
86 .993 .992 .992 .991 .990 .989 .987 .986 .984 .982 .980 .978 .975 .972 .968 .964 86
87 .993 .992 .991 .990 .990 .988 .987 .986 .984 .982 .980 .977 .974 .971 .967 .963 87
88 .993 .992 .991 .990 .989 .988 .987 .985 .984 .982 .980 .977 .974 .970 .967 .962 88
89 .993 .992 .991 .990 .989 .988 .987 .985 .983 .981 .979 .977 .973 .970 .966 .962 89
---------------------------------------------------------------------------------
50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 86 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 RETIREMENT
- --------------------------------------------------------------------------------------------------------
20 .980 .978 .975 .972 .969 .966 .962 .958 .953 .948 .942 .937 .931 .924 .918 .911 20
21 .980 .978 .975 .972 .969 .966 .962 .958 .953 .948 .942 .937 .931 .924 .917 .911 21
22 .980 .978 .975 .972 .969 .966 .962 .958 .953 .948 .942 .937 .930 .924 .917 .911 22
23 .980 .978 .975 .972 .969 .966 .962 .957 .953 .948 .942 .937 .930 .924 .917 .910 23
24 .980 .978 .975 .972 .969 .966 .962 .957 .953 .948 .942 .936 .930 .924 .917 .910 24
25 .980 .978 .975 .972 .969 .966 .962 .957 .953 .948 .942 .936 .930 .924 .917 .910 25
26 .980 .978 .975 .972 .969 .965 .962 .957 .953 .948 .942 .936 .930 .924 .917 .910 26
27 .980 .978 .975 .972 .969 .965 .962 .957 .953 .947 .942 .936 .930 .924 .917 .910 27
28 .980 .978 .975 .972 .969 .965 .961 .957 .952 .947 .942 .936 .930 .923 .917 .910 28
29 .980 .978 .975 .972 .969 .965 .961 .957 .952 .947 .942 .936 .930 .923 .917 .910 29
30 .980 .978 .975 .972 .969 .965 .961 .957 .952 .947 .942 .936 .930 .923 .916 .910 30
31 .980 .978 .975 .972 .969 .965 .961 .957 .952 .947 .942 .936 .930 .923 .916 .909 31
32 .980 .978 .975 .972 .969 .965 .961 .957 .952 .947 .941 .936 .929 .923 .916 .909 32
33 .980 .978 .975 .972 .969 .965 .961 .957 .952 .947 .941 .935 .929 .923 .916 .909 33
34 .980 .978 .975 .972 .969 .965 .961 .957 .952 .947 .941 .935 .929 .923 .916 .909 34
35 .980 .978 .975 .972 .969 .965 .961 .957 .952 .947 .941 .935 .929 .922 .916 .908 35
36 .980 .977 .975 .972 .968 .965 .961 .956 .952 .947 .941 .935 .929 .922 .915 .908 36
37 .980 .977 .975 .972 .968 .965 .961 .956 .952 .946 .941 .935 .928 .922 .915 .908 37
38 .980 .977 .975 .972 .968 .965 .961 .956 .951 .946 .941 .935 .928 .922 .915 .908 38
39 .980 .977 .975 .972 .968 .965 .961 .956 .951 .946 .940 .934 .928 .921 .914 .907 39
40 .980 .977 .974 .971 .968 .964 .960 .956 .951 .946 .940 .934 .928 .921 .914 .907 40
41 .980 .977 .974 .971 .968 .964 .960 .956 .951 .946 .940 .934 .927 .921 .914 .907 41
42 .980 .977 .974 .971 .968 .964 .960 .956 .951 .945 .940 .934 .927 .920 .913 .906 42
43 .979 .977 .974 .971 .968 .964 .960 .955 .951 .945 .939 .933 .927 .920 .913 .906 43
44 .979 .977 .974 .971 .968 .964 .960 .955 .950 .945 .939 .933 .927 .920 .913 .905 44
45 .979 .977 .974 .971 .967 .964 .960 .955 .950 .945 .939 .933 .926 .919 .912 .905 45
46 .979 .977 .974 .971 .967 .963 .959 .955 .950 .944 .939 .932 .926 .919 .912 .904 46
47 .979 .977 .974 .971 .967 .963 .959 .955 .950 .944 .938 .932 .925 .918 .911 .904 47
48 .979 .976 .974 .970 .967 .963 .959 .954 .949 .944 .938 .932 .925 .918 .911 .903 48
49 .979 .976 .973 .970 .967 .963 .959 .954 .949 .943 .937 .931 .924 .917 .910 .903 49
50 .979 .976 .973 .970 .967 .963 .958 .954 .949 .943 .937 .931 .924 .917 .910 .902 50
51 .979 .976 .973 .970 .966 .962 .958 .953 .948 .943 .937 .930 .923 .916 .909 .901 51
52 .979 .976 .973 .970 .966 .962 .958 .953 .948 .942 .936 .930 .923 .916 .908 .901 52
53 .978 .976 .973 .970 .966 .962 .958 .953 .948 .942 .936 .929 .922 .915 .908 .900 53
54 .978 .976 .973 .969 .966 .962 .957 .952 .947 .941 .935 .929 .922 .914 .907 .899 54
---------------------------------------------------------------------------------
65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 87 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 RETIREMENT
- --------------------------------------------------------------------------------------------------------
55 .978 .975 .972 .969 .965 .961 .957 .952 .947 .941 .935 .928 .921 .914 .906 .898 55
56 .978 .975 .972 .969 .965 .961 .957 .952 .946 .940 .934 .927 .920 .913 .905 .897 56
57 .978 .975 .972 .969 .965 .961 .956 .951 .946 .940 .933 .927 .919 .912 .904 .896 57
58 .978 .975 .972 .968 .965 .960 .956 .951 .945 .939 .933 .926 .919 .911 .903 .895 58
59 .977 .975 .971 .968 .964 .960 .955 .950 .945 .939 .932 .925 .918 .910 .902 .894 59
60 .977 .974 .971 .968 .964 .959 .955 .950 .944 .938 .931 .924 .917 .909 .901 .892 60
61 .977 .974 .971 .967 .963 .959 .954 .949 .943 .937 .930 .923 .916 .908 .899 .891 61
62 .977 .974 .970 .967 .963 .959 .954 .948 .943 .936 .929 .922 .914 .906 .898 .889 62
63 .976 .973 .970 .966 .962 .958 .953 .948 .942 .935 .928 .921 .913 .905 .896 .888 63
64 .976 .973 .970 .966 .962 .957 .952 .947 .941 .934 .927 .920 .912 .903 .895 .886 64
65 .976 .973 .969 .966 .961 .957 .952 .946 .940 .933 .926 .918 .910 .902 .893 .884 65
66 .975 .972 .969 .965 .961 .956 .951 .945 .939 .932 .925 .917 .909 .900 .891 .882 66
67 .975 .972 .968 .964 .960 .955 .950 .944 .938 .931 .923 .915 .907 .898 .889 .879 67
68 .975 .971 .968 .964 .959 .955 .949 .943 .937 .930 .922 .914 .905 .896 .887 .877 68
69 .974 .971 .967 .963 .959 .954 .948 .942 .935 .928 .920 .912 .903 .894 .884 .874 69
70 .974 .970 .967 .962 .958 .953 .947 .941 .934 .927 .919 .910 .901 .892 .882 .872 70
71 .973 .970 .966 .962 .957 .952 .946 .940 .933 .925 .917 .908 .899 .889 .879 .869 71
72 .973 .969 .965 .961 .956 .951 .945 .939 .931 .924 .915 .906 .897 .887 .876 .866 72
73 .972 .969 .965 .960 .955 .950 .944 .937 .930 .922 .913 .904 .894 .884 .873 .863 73
74 .972 .968 .964 .959 .954 .949 .943 .936 .928 .920 .911 .902 .892 .881 .870 .859 74
75 .971 .967 .963 .958 .953 .948 .941 .934 .927 .918 .909 .899 .889 .878 .867 .856 75
76 .970 .967 .962 .958 .952 .946 .940 .933 .925 .916 .907 .897 .886 .875 .864 .852 76
77 .970 .966 .961 .957 .951 .945 .938 .931 .923 .914 .905 .894 .884 .872 .860 .848 77
78 .969 .965 .961 .956 .950 .944 .937 .930 .921 .912 .902 .892 .881 .869 .857 .844 78
79 .968 .964 .960 .955 .949 .943 .936 .928 .919 .910 .900 .889 .878 .866 .853 .841 79
80 .968 .964 .959 .954 .948 .941 .934 .926 .918 .908 .898 .887 .875 .863 .850 .837 80
81 .967 .963 .958 .953 .947 .940 .933 .925 .916 .906 .895 .884 .872 .860 .846 .833 81
82 .966 .962 .957 .952 .946 .939 .931 .923 .914 .904 .893 .882 .869 .856 .843 .829 82
83 .966 .961 .956 .951 .944 .937 .930 .921 .912 .902 .891 .879 .866 .853 .839 .825 83
84 .965 .960 .955 .950 .943 .936 .928 .920 .910 .900 .888 .876 .863 .850 .836 .821 84
85 .964 .960 .954 .949 .942 .935 .927 .918 .908 .898 .886 .874 .861 .847 .832 .817 85
86 .964 .959 .954 .948 .941 .934 .925 .916 .906 .896 .884 .871 .858 .843 .829 .813 86
87 .963 .958 .953 .947 .940 .932 .924 .915 .905 .894 .881 .869 .855 .840 .825 .810 87
88 .962 .957 .952 .946 .939 .931 .923 .913 .903 .891 .879 .866 .852 .837 .822 .806 88
89 .962 .957 .951 .945 .938 .930 .921 .912 .901 .889 .877 .863 .849 .834 .818 .802 89
---------------------------------------------------------------------------------
65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 88 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 RETIREMENT
- --------------------------------------------------------------------------------------------------------
20 .911 .904 .897 .889 .882 .874 .866 .859 .850 .842 .834 .826 .818 .809 .801 .793 20
21 .911 .904 .896 .889 .882 .874 .866 .858 .850 .842 .834 .826 .817 .809 .801 .793 21
22 .911 .904 .896 .889 .882 .874 .866 .858 .850 .842 .834 .825 .817 .809 .801 .793 22
23 .910 .903 .896 .889 .881 .874 .866 .858 .850 .842 .834 .825 .817 .809 .801 .792 23
24 .910 .903 .896 .889 .881 .874 .866 .858 .850 .842 .833 .825 .817 .809 .800 .792 24
25 .910 .903 .896 .889 .881 .873 .866 .858 .850 .841 .833 .825 .817 .808 .800 .792 25
26 .910 .903 .896 .888 .881 .873 .865 .857 .849 .841 .833 .825 .816 .808 .800 .792 26
27 .910 .903 .895 .888 .881 .873 .865 .857 .849 .841 .833 .824 .816 .808 .799 .791 27
28 .910 .903 .895 .888 .881 .873 .865 .857 .849 .841 .832 .824 .816 .807 .799 .791 28
29 .910 .903 .895 .888 .880 .873 .865 .857 .849 .840 .832 .824 .815 .807 .799 .791 29
30 .910 .902 .895 .888 .880 .872 .865 .857 .848 .840 .832 .823 .815 .807 .798 .790 30
31 .909 .902 .895 .887 .880 .872 .864 .856 .848 .840 .831 .823 .815 .806 .798 .790 31
32 .909 .902 .895 .887 .880 .872 .864 .856 .848 .839 .831 .823 .814 .806 .798 .789 32
33 .909 .902 .894 .887 .879 .872 .864 .856 .847 .839 .831 .822 .814 .805 .797 .789 33
34 .909 .902 .894 .887 .879 .871 .863 .855 .847 .839 .830 .822 .813 .805 .797 .788 34
35 .908 .901 .894 .886 .879 .871 .863 .855 .847 .838 .830 .821 .813 .804 .796 .788 35
36 .908 .901 .894 .886 .878 .871 .863 .854 .846 .838 .829 .821 .812 .804 .795 .787 36
37 .908 .901 .893 .886 .878 .870 .862 .854 .846 .837 .829 .820 .812 .803 .795 .787 37
38 .908 .900 .893 .885 .878 .870 .862 .854 .845 .837 .828 .820 .811 .803 .794 .786 38
39 .907 .900 .893 .885 .877 .869 .861 .853 .845 .836 .828 .819 .810 .802 .793 .785 39
40 .907 .900 .892 .885 .877 .869 .861 .852 .844 .836 .827 .818 .810 .801 .793 .784 40
41 .907 .899 .892 .884 .876 .868 .860 .852 .843 .835 .826 .818 .809 .800 .792 .783 41
42 .906 .899 .891 .884 .876 .868 .860 .851 .843 .834 .825 .817 .808 .800 .791 .782 42
43 .906 .898 .891 .883 .875 .867 .859 .851 .842 .833 .825 .816 .807 .799 .790 .781 43
44 .905 .898 .890 .882 .875 .866 .858 .850 .841 .833 .824 .815 .806 .798 .789 .780 44
45 .905 .897 .890 .882 .874 .866 .857 .849 .840 .832 .823 .814 .805 .797 .788 .779 45
46 .904 .897 .889 .881 .873 .865 .857 .848 .839 .831 .822 .813 .804 .795 .787 .778 46
47 .904 .896 .888 .881 .872 .864 .856 .847 .839 .830 .821 .812 .803 .794 .785 .777 47
48 .903 .896 .888 .880 .872 .863 .855 .846 .838 .829 .820 .811 .802 .793 .784 .775 48
49 .903 .895 .887 .879 .871 .863 .854 .845 .836 .827 .818 .809 .800 .792 .783 .774 49
50 .902 .894 .886 .878 .870 .862 .853 .844 .835 .826 .817 .808 .799 .790 .781 .772 50
51 .901 .893 .885 .877 .869 .861 .852 .843 .834 .825 .816 .807 .798 .789 .779 .771 51
52 .901 .893 .885 .876 .868 .859 .851 .842 .833 .824 .814 .805 .796 .787 .778 .769 52
53 .900 .892 .884 .875 .867 .858 .850 .841 .831 .822 .813 .804 .794 .785 .776 .767 53
54 .899 .891 .883 .874 .866 .857 .848 .839 .830 .821 .811 .802 .793 .783 .774 .765 54
---------------------------------------------------------------------------------
80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 89 -
<PAGE>
<PAGE>
<TABLE>
TABLE D
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
CONVERSION FROM 50% J & S T0 10 YEAR CERTAIN WITH 50% J & S
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BENEFICIARY'S BENEFICIARY'S
AGE AT PENSIONER WHOSE RETIREMENT AGE IS: AGE AT
PENSIONER'S PENSIONER'S
RETIREMENT 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 RETIREMENT
- --------------------------------------------------------------------------------------------------------
55 .898 .890 .882 .873 .865 .856 .847 .838 .828 .819 .810 .800 .791 .781 .772 .763 55
56 .897 .889 .880 .872 .863 .854 .845 .836 .827 .817 .808 .798 .789 .779 .770 .760 56
57 .896 .888 .879 .871 .862 .853 .844 .834 .825 .815 .806 .796 .786 .777 .767 .758 57
58 .895 .886 .878 .869 .860 .851 .842 .833 .823 .813 .803 .794 .784 .774 .765 .755 58
59 .894 .885 .876 .868 .859 .849 .840 .830 .821 .811 .801 .791 .781 .771 .762 .752 59
60 .892 .884 .875 .866 .857 .847 .838 .828 .818 .808 .798 .788 .778 .768 .759 .749 60
61 .891 .882 .873 .864 .855 .845 .836 .826 .816 .806 .796 .785 .775 .765 .755 .745 61
62 .889 .880 .871 .862 .853 .843 .833 .823 .813 .803 .792 .782 .772 .762 .752 .742 62
63 .888 .878 .869 .860 .850 .840 .830 .820 .810 .800 .789 .779 .768 .758 .748 .737 63
64 .886 .876 .867 .857 .848 .838 .828 .817 .807 .796 .786 .775 .764 .754 .743 .733 64
65 .884 .874 .865 .855 .845 .835 .825 .814 .803 .792 .782 .771 .760 .749 .739 .728 65
66 .882 .872 .862 .852 .842 .832 .821 .810 .800 .789 .778 .767 .756 .745 .734 .723 66
67 .879 .870 .860 .849 .839 .828 .818 .807 .796 .784 .773 .762 .751 .740 .729 .718 67
68 .877 .867 .857 .846 .836 .825 .814 .803 .791 .780 .768 .757 .746 .734 .723 .712 68
69 .874 .864 .854 .843 .832 .821 .810 .798 .787 .775 .763 .752 .740 .728 .717 .706 69
70 .872 .861 .851 .840 .828 .817 .806 .794 .782 .770 .758 .746 .734 .722 .711 .699 70
71 .869 .858 .847 .836 .825 .813 .801 .789 .777 .765 .752 .740 .728 .716 .704 .692 71
72 .866 .855 .843 .832 .820 .808 .796 .784 .772 .759 .746 .734 .721 .709 .697 .685 72
73 .863 .851 .840 .828 .816 .804 .791 .779 .766 .753 .740 .727 .714 .702 .689 .677 73
74 .859 .848 .836 .824 .811 .799 .786 .773 .760 .747 .733 .720 .707 .694 .681 .669 74
75 .856 .844 .831 .819 .806 .794 .780 .767 .754 .740 .726 .713 .699 .686 .673 .660 75
76 .852 .840 .827 .814 .801 .788 .775 .761 .747 .733 .719 .705 .692 .678 .665 .651 76
77 .848 .836 .823 .810 .796 .783 .769 .755 .740 .726 .712 .698 .683 .670 .656 .642 77
78 .844 .831 .818 .805 .791 .777 .763 .748 .734 .719 .704 .690 .675 .661 .647 .633 78
79 .841 .827 .814 .800 .786 .771 .757 .742 .727 .712 .697 .682 .667 .652 .638 .624 79
80 .837 .823 .809 .795 .780 .766 .751 .735 .720 .704 .689 .674 .658 .643 .628 .614 80
81 .833 .819 .804 .790 .775 .760 .744 .729 .713 .697 .681 .665 .650 .634 .619 .604 81
82 .829 .815 .800 .785 .770 .754 .738 .722 .706 .690 .673 .657 .641 .626 .610 .595 82
83 .825 .810 .795 .780 .764 .748 .732 .716 .699 .682 .666 .649 .633 .617 .601 .585 83
84 .821 .806 .791 .775 .759 .743 .726 .709 .692 .675 .658 .641 .624 .608 .591 .576 84
85 .817 .802 .786 .770 .754 .737 .720 .703 .685 .668 .650 .633 .616 .599 .582 .566 85
86 .813 .798 .782 .765 .748 .731 .714 .696 .678 .660 .643 .625 .607 .590 .573 .557 86
87 .810 .794 .777 .760 .743 .726 .708 .690 .672 .653 .635 .617 .599 .581 .564 .547 87
88 .806 .789 .773 .755 .738 .720 .702 .683 .665 .646 .627 .609 .591 .573 .555 .528 88
89 .802 .785 .768 .751 .733 .714 .696 .677 .658 .639 .620 .601 .582 .564 .546 .528 89
---------------------------------------------------------------------------------
80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95
PENSIONER WHOSE RETIREMENT AGE IS:
.... = 1.000
INTEREST - 7.5000%
PENSIONER'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
BENEFICIARY'S MORTALITY - SPECIAL PENSIONER MORTALITY TABLE
</TABLE>
- 90 -
<PAGE>
<PAGE>
<TABLE>
TABLE E
EARLY RETIREMENT FACTORS - EXCESS FORMULA
Applied to the Portion of the Pension Formula Calculated on Final Average Salary
in Excess of the Social Security Wage Base
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MONTHS MONTHS MONTHS MONTHS MONTHS
PRIOR PRIOR PRIOR PRIOR PRIOR
TO TO TO TO TO
AGE AGE AGE AGE AGE
65 FACTOR 65 FACTOR 65 FACTOR 65 FACTOR 65 FACTOR
0 (65) 1.00000 48 (61) 0.73100 96 (57) 0.57700 144 (53) 0.42566 192 (49) 0.32511
1 0.99358 49 0.72775 97 0.57300 145 0.42315 193 0.32343
2 0.98717 50 0.72450 98 0.56900 146 0.42063 194 0.32176
3 0.98075 51 0.72125 99 0.56500 147 0.41812 195 0.32008
4 0.97433 52 0.71800 100 0.56100 148 0.41561 196 0.31841
5 0.96792 53 0.71475 101 0.55700 149 0.41309 197 0.31673
6 0.96150 54 0.71150 102 0.55300 150 0.41058 198 0.31506
7 0.95508 55 0.70825 103 0.54900 151 0.40807 199 0.31338
8 0.94867 56 0.70500 104 0.54500 152 0.40555 200 0.31170
9 0.94225 57 0.70175 105 0.54100 153 0.40304 201 0.31003
10 0.93583 58 0.69850 106 0.53700 154 0.40053 202 0.30835
11 0.92942 59 0.69525 107 0.53300 155 0.39801 203 0.30668
12 (64) 0.92300 60 (60) 0.69200 108 (56) 0.52900 156 (52) 0.39550 204 (48) 0.30500
13 0.91658 61 0.68883 109 0.52542 157 0.39299 205 0.30332
14 0.91016 62 0.68567 110 0.52183 158 0.39047 206 0.30165
15 0.90374 63 0.68250 111 0.51825 159 0.38796 207 0.29997
16 0.89732 64 0.67933 112 0.51467 160 0.38544 208 0.29830
17 0.89090 65 0.67617 113 0.51108 161 0.38293 209 0.29662
18 0.88448 66 0.67300 114 0.50750 162 0.38041 210 0.29495
19 0.87806 67 0.66983 115 0.50392 163 0.37790 211 0.29327
20 0.87164 68 0.66667 116 0.50033 164 0.37539 212 0.29159
21 0.86522 69 0.66350 117 0.49675 165 0.37287 213 0.28992
22 0.85880 70 0.66033 118 0.49317 166 0.37036 214 0.28824
23 0.85238 71 0.65717 119 0.48958 167 0.36784 215 0.28657
24 (63) 0.84600 72 (59) 0.65400 120 (55) 0.48600 168 (51) 0.36533 216 (47) 0.28489
25 0.83958 73 0.65075 121 0.48349 169 0.36365 217 0.28321
26 0.83316 74 0.64750 122 0.48097 170 0.36198 218 0.28154
27 0.82674 75 0.64425 123 0.47846 171 0.36030 219 0.27986
28 0.82032 76 0.64100 124 0.47594 172 0.35863 220 0.27819
29 0.81390 77 0.63775 125 0.47343 173 0.35695 221 0.27651
30 0.80748 78 0.63450 126 0.47091 174 0.35528 222 0.27484
31 0.80106 79 0.63125 127 0.46840 175 0.35360 223 0.27316
32 0.79464 80 0.62800 128 0.46589 176 0.35192 224 0.27148
33 0.78822 81 0.62475 129 0.46337 177 0.35025 225 0.26981
34 0.78180 82 0.62150 130 0.46086 178 0.34857 226 0.26813
35 0.77538 83 0.61825 131 0.45834 179 0.34690 227 0.26646
36 (62) 0.76900 84 (58) 0.61500 132 (54) 0.45583 180 (50) 0.34522 228 (46) 0.26478
37 0.76583 85 0.61183 133 0.45332 181 0.34354 229 0.26310
38 0.76266 86 0.60867 134 0.45080 182 0.34187 230 0.26143
39 0.75949 87 0.60550 135 0.44829 183 0.34019 231 0.25975
40 0.75632 88 0.60233 136 0.44577 184 0.33852 232 0.25808
41 0.75315 89 0.59917 137 0.44326 185 0.33684 233 0.25640
42 0.74998 90 0.59600 138 0.44074 186 0.33517 234 0.25473
43 0.74681 91 0.59283 139 0.43823 187 0.33349 235 0.25305
44 0.74364 92 0.58967 140 0.43572 188 0.33181 236 0.25137
45 0.74047 93 0.58650 141 0.43320 189 0.33014 237 0.24970
46 0.73730 94 0.58333 142 0.43069 190 0.32846 238 0.24802
47 0.73413 95 0.58017 143 0.42817 191 0.32679 239 0.24635
240 (45) 0.24467
Exact Ages in ( ). Retirement Plan for Management Employees - January 1990
</TABLE>
- 91 -
<PAGE>
<PAGE>
<TABLE>
TABLE F
EARLY RETIREMENT DISCOUNT FACTORS
APPLIED TO THE EMPLOYEE'S ACCRUED PENSION AND SOCIAL SECURITY OFFSET FOR
RETIREMENTS PRIOR TO THE ATTAINMENT OF THE OPTIONAL RETIREMENT DATE
(MONTHS PRIOR IS THE NUMBER OF MONTHS BETWEEN AN EMPLOYEE'S RETIREMENT DATE
AFTER HIS SIXTY-SECOND BIRTHDAY AND THE THE DATE OF RETIREMENT)
(ALSO APPLIED IN CALCULATION OF SURVIVING SPOUSE BENEFIT)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COLUMN I COLUMN II COLUMN I COLUMN II COLUMN I COLUMN II COLUMN I COLUMN II
MONTHS DISCOUNT DISCOUNT MONTHS DISCOUNT DISCOUNT MONTHS DISCOUNT DISCOUNT MONTHS DISCOUNT DISCOUNT
PRIOR FACTOR FACTOR PRIOR FACTOR FACTOR PRIOR FACTOR FACTOR PRIOR FACTOR FACTOR
1 0.99358 0.99000 52 0.93500 0.70700 103 0.52300 0.52300 154 0.39200 0.39200
2 0.99750 0.98000 53 0.93375 0.70300 104 0.52000 0.52000 155 0.39000 0.39000
3 0.99625 0.97000 54 0.93250 0.70000 105 0.51700 0.51700 156 (49) 0.38800 0.38800
4 0.99500 0.96000 55 0.93125 0.69700 106 0.51400 0.51400 157 0.38600 0.38600
5 0.99375 0.95000 56 0.03000 0.69300 107 0.51100 0.51100 158 0.38400 0.38400
6 0.99250 0.94000 57 0.92875 0.69000 108 (53) 0.50800 0.50800 159 0.38200 0.38200
7 0.99125 0.92900 58 0.92750 0.68700 109 0.50500 0.50500 160 0.38000 0.38000
8 0.99000 0.91900 59 0.92625 0.68300 110 0.50200 0.50200 161 0.37800 0.37800
9 0.98875 0.90900 60 (57) 0.92500 0.68000 111 0.49900 0.49900 162 0.37600 0.37600
10 0.98750 0.89900 61 0.92375 0.67600 112 0.49600 0.49600 163 0.37400 0.37400
11 0.98625 0.88900 62 0.92250 0.67100 113 0.49300 0.49300 164 0.37200 0.37200
12 (61) 0.98500 0.87900 63 0.92125 0.66700 114 0.49000 0.49000 165 0.37000 0.37000
13 0.98375 0.87200 64 0.92000 0.66300 115 0.48700 0.48700 166 0.36800 0.36800
14 0.98250 0.86600 65 0.91875 0.65800 116 0.48400 0.48400 167 0.36600 0.36600
15 0.98125 0.85900 66 0.91750 0.65400 117 0.48100 0.48100 168 (48) 0.36400 0.36400
16 0.98000 0.85300 67 0.91625 0.65000 118 0.47800 0.47800 169 0.36200 0.36200
17 0.97875 0.84600 68 0.91500 0.64500 119 0.47500 0.47500 170 0.36000 0.36000
18 0.97750 0.84000 69 0.91375 0.64100 120 (52) 0.47200 0.47200 171 0.35800 0.35800
19 0.97625 0.83300 70 0.91250 0.63700 121 0.46900 0.46900 172 0.35600 0.35600
20 0.97500 0.82600 71 0.91125 0.63200 122 0.46600 0.46600 173 0.35400 0.35400
21 0.97375 0.82000 72 (56) 0.91000 0.62800 123 0.46300 0.46300 174 0.35200 0.35200
22 0.97250 0.81300 73 0.90875 0.62400 124 0.46000 0.46000 175 0.35000 0.35000
23 0.97125 0.80600 74 0.90750 0.62000 125 0.45700 0.45700 176 0.34800 0.34800
24 (60) 0.97000 0.80000 75 0.90625 0.61600 126 0.45400 0.45400 177 0.34600 0.34600
25 0.96875 0.79700 76 0.90500 0.61200 127 0.45100 0.45100 178 0.34400 0.34400
26 0.96750 0.79300 77 0.90375 0.60800 128 0.44800 0.44800 179 0.34200 0.34200
27 0.96625 0.79000 78 0.90250 0.60400 129 0.44500 0.44500 180 (47) 0.34000 0.34000
28 0.96500 0.78600 79 0.90125 0.60000 130 0.44200 0.44200 181 0.33800 0.33800
29 0.96375 0.78300 80 0.90000 0.59600 131 0.43900 0.43900 182 0.33600 0.33600
30 0.96250 0.78000 81 0.89875 0.59200 132 (51) 0.43600 0.43600 183 0.33400 0.33400
31 0.96125 0.77600 82 0.89750 0.58800 133 0.43400 0.43400 184 0.33200 0.33200
32 0.96000 0.77300 83 0.89625 0.58400 134 0.43200 0.43200 185 0.33000 0.33000
33 0.95875 0.76900 84 (55) 0.89500 0.58000 135 0.43000 0.43000 186 0.32800 0.32800
34 0.95750 0.76600 85 0.57700 0.57700 136 0.42800 0.42800 187 0.32600 0.32600
35 0.95625 0.76200 86 0.57400 0.57400 137 0.42600 0.42600 188 0.32400 0.32400
36 (59) 0.95500 0.75900 87 0.57100 0.57100 138 0.42400 0.42400 189 0.32200 0.32200
37 0.95375 0.75600 88 0.56800 0.56800 139 0.42200 0.42200 190 0.32000 0.32000
38 0.95250 0.75300 89 0.56500 0.56500 140 0.42000 0.42000 191 0.31800 0.31800
39 0.95125 0.74900 90 0.56200 0.56200 141 0.41800 0.41800 192 (46) 0.31600 0.31600
40 0.95000 0.74600 91 0.55900 0.55900 142 0.41600 0.41600 193 0.31400 0.31400
41 0.94875 0.74300 92 0.55600 0.55600 143 0.41400 0.41400 194 0.31200 0.31200
42 0.94750 0.74000 93 0.55300 0.55300 144 (50) 0.41200 0.41200 195 0.31000 0.31000
43 0.94625 0.73600 94 0.55000 0.55000 145 0.41000 0.41000 196 0.30800 0.30800
44 0.94500 0.73300 95 0.54700 0.54700 146 0.40800 0.40800 197 0.30600 0.30600
45 0.94375 0.73000 96 (54) 0.54400 0.54400 147 0.40600 0.40600 198 0.30400 0.30400
46 0.94250 0.72700 97 0.54100 0.54100 148 0.40400 0.40400 199 0.30200 0.30200
47 0.94125 0.72300 98 0.53800 0.53800 149 0.40200 0.40200 200 0.30000 0.30000
48 (58) 0.94000 0.72000 99 0.53500 0.53500 150 0.40000 0.40000 201 0.29800 0.29800
49 0.93875 0.71700 100 0.53200 0.53200 151 0.39800 0.39800 202 0.29600 0.29600
50 0.93750 0.71300 101 0.52900 0.52900 152 0.39600 0.39600 203 0.29400 0.29400
51 0.93625 0.71000 102 0.52600 0.52600 153 0.39400 0.39400 204 (45) 0.29200 0.29200
Exact ages shown in parenthesis
Column I is applicable to Employee's Gross Pension. Column II is applicable to Employee's Social Security
Offset - 92 -
</TABLE>
<PAGE>
<PAGE>
Consolidated Edison Company of New York, Inc.
_____________________________________________
_____________________________________________
Con Edison Thrift Savings Plan
for Management Employees
and
Tax Reduction Act Stock Ownership Plan
_____________________________________________
_____________________________________________
As Amended and Restated Effective as of January 1, 1989
Except as Otherwise Noted.
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<PAGE>
PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Definitions . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Eligibility and Participation . . . . . . . . . . . . . . 18
2.01 Eligibility . . . . . . . . . . . . . . . . . 18
2.02 Participation . . . . . . . . . . . . . . . . 18
2.03 Reemployment of Former Employees and Former
Participants. . . . . . . . . . . . . . . . . 19
2.04 Transferred Participants. . . . . . . . . . . 19
2.05 Termination of Participation. . . . . . . . . 19
ARTICLE 3. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Contributions . . . . . . . . . . . . . . . . . . . . . . 19
3.01 Pre-Tax Contributions . . . . . . . . . . . . 19
3.02 After-Tax Contributions . . . . . . . . . . . 21
3.03 Company Contributions . . . . . . . . . . . . 22
3.04 Participating and Nonparticipating
Contributions . . . . . . . . . . . . . . . . 22
3.05 Rollover Contributions and Trust to Trust
Transfers . . . . . . . . . . . . . . . . . . 23
3.06 Changes in Contributions. . . . . . . . . . . 24
3.07 Suspension in Contributions . . . . . . . . . 25
3.08 Payment To Trust. . . . . . . . . . . . . . . 25
3.09 No Contributions to TRASOP. . . . . . . . . . 25
ARTICLE 4. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Company Contributions . . . . . . . . . . . . . . . . . . 26
4.01 Company Contributions Election. . . . . . . . 26
4.02 Change of Election. . . . . . . . . . . . . . 26
4.03 Certification to Trustee. . . . . . . . . . . 26
4.04 Forfeitures . . . . . . . . . . . . . . . . . 26
ARTICLE 5. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
The Trust Fund; Investments . . . . . . . . . . . . . . . 27
5.01 Trust Agreement . . . . . . . . . . . . . . . 27
5.02 Investment of Trust Fund. . . . . . . . . . . 27
5.03 Rules for Investment Elections. . . . . . . . 27
5.04 Fixed Income Fund . . . . . . . . . . . . . . 30
5.05 Equity Index Fund . . . . . . . . . . . . . . 31
5.06 Company Stock Fund. . . . . . . . . . . . . . 32
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<PAGE>
5.07 Temporary Investments . . . . . . . . . . . . 35
5.08 Accounts and Subaccounts. . . . . . . . . . . 35
5.09 Pre-January 1, 1985 Contributions . . . . . . 36
5.10 Statements of Account . . . . . . . . . . . . 36
5.11 Treasury Bill Fund. . . . . . . . . . . . . . 36
5.12 Balanced Fund . . . . . . . . . . . . . . . . 37
5.13 Responsibility for Investments. . . . . . . . 38
ARTICLE 6. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Vesting . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.01 Participant Contributions . . . . . . . . . . 39
6.02 Company Contributions . . . . . . . . . . . . 39
6.03 TRASOP Account. . . . . . . . . . . . . . . . 39
ARTICLE 7. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Distributions, Withdrawals and Forfeitures. . . . . . . . 39
7.01 Retirement. . . . . . . . . . . . . . . . . . 39
7.02 Voluntary Termination or Termination
by the Company; Forfeitures . . . . . . . . . 40
7.03 Death . . . . . . . . . . . . . . . . . . . . 41
7.04 Withdrawals . . . . . . . . . . . . . . . . . 41
7.05 Hardship Withdrawals. . . . . . . . . . . . . 45
7.06 Distribution from Company Stock Fund. . . . . 51
7.07 Leaves of Absence and Transfers
to Weekly Payroll . . . . . . . . . . . . . . 51
7.08 Age 70 1/2 Required Distribution. . . . . . . 52
7.09 Form and Timing of Distributions. . . . . . . 53
7.10 Status of Account Pending Distribution. . . . 55
7.11 Proof of Death and Right of Beneficiary
or Other Person.. . . . . . . . . . . . . . . 55
7.12 Distribution Limitation.. . . . . . . . . . . 55
7.13 Direct Rollover of Certain Distributions. . . 55
ARTICLE 8 . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Non-Discrimination and Limitation . . . . . . . . . . . . 57
8.01 Actual Deferral Percentage Test . . . . . . . 57
8.02 Actual Contribution Percentage Test . . . . . 59
8.03 Aggregate Contribution Limitation . . . . . . 61
8.04 Additional Discrimination Testing Provisions. 61
8.05 Maximum Annual Additions. . . . . . . . . . . 64
8.06 Defined Benefit Plan Limitation . . . . . . . 67
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<PAGE>
<PAGE>
ARTICLE 9. . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 67
9.01 Loans Permitted . . . . . . . . . . . . . . . 67
9.02 Amount of Loans . . . . . . . . . . . . . . . 68
9.03 Source of Loans . . . . . . . . . . . . . . . 68
9.04 Interest Rate . . . . . . . . . . . . . . . . 69
9.05 Repayment . . . . . . . . . . . . . . . . . . 69
9.06 Multiple Loans. . . . . . . . . . . . . . . . 70
9.07 Pledge. . . . . . . . . . . . . . . . . . . . 70
9.08 Loan Reserve. . . . . . . . . . . . . . . . . 70
9.09 Minimum Account Balance . . . . . . . . . . . 71
9.10 Consent . . . . . . . . . . . . . . . . . . . 71
9.11 Other Terms . . . . . . . . . . . . . . . . . 71
ARTICLE 10 . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Administration of the Plan. . . . . . . . . . . . . . . . 72
10.01 Named Fiduciaries and Plan Administrator. . . 72
10.02 Authority of Plan Administrator . . . . . . . 72
10.03 Reliance on Reports . . . . . . . . . . . . . 73
10.04 Delegation of Authority . . . . . . . . . . . 73
10.05 Administration Expenses . . . . . . . . . . . 73
10.06 Fiduciary Insurance . . . . . . . . . . . . . 74
10.07 Claim Review. . . . . . . . . . . . . . . . . 75
10.08 Appointment of Trustee. . . . . . . . . . . . 76
10.09 Limitation of Liability . . . . . . . . . . . 76
ARTICLE 11 . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 77
11.01 Exclusive Benefit; Amendments . . . . . . . . 77
11.02 Termination; Sale of Assets of Subsidiary . . 77
11.03 Beneficiaries . . . . . . . . . . . . . . . . 79
11.04 Assignment of Benefits. . . . . . . . . . . . 81
11.05 Merger. . . . . . . . . . . . . . . . . . . . 81
11.06 Conditions of Employment Not Affected
by Plan . . . . . . . . . . . . . . . . . . . 82
11.07 Facility of Payment.. . . . . . . . . . . . . 82
11.08 Information . . . . . . . . . . . . . . . . . 82
11.09 Additional Participating Employers. . . . . . 82
11.10 IRS Determination . . . . . . . . . . . . . . 83
11.11 Mistaken Contributions. . . . . . . . . . . . 84
11.12 Prevention of Escheat . . . . . . . . . . . . 85
11.13 Limitations Imposed on Insider Participants . 85
11.14 Construction. . . . . . . . . . . . . . . . . 86
iii 10/18/95
<PAGE>
<PAGE>
ARTICLE 12 . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Top-Heavy Provisions. . . . . . . . . . . . . . . . . . . 86
12.01 Application of Top-Heavy Provisions . . . . . 86
12.02 Minimum Benefit for Top-Heavy Year. . . . . . 86
12.03 Aggregation Groups. . . . . . . . . . . . . . 87
12.04 Special Benefit Limits. . . . . . . . . . . . 87
12.05 Special Distribution Rule . . . . . . . . . . 88
ARTICLE 13 . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Tax Reduction Act Stock Ownership Plan. . . . . . . . . . 88
13.01 Purpose; Separate Entity. . . . . . . . . . . 88
13.02 TRASOP Accounts; Application of Dividends . . 89
13.03 Voting Rights; Options; Rights; Warrants. . . 90
13.04 Distribution of Shares. . . . . . . . . . . . 90
13.05 Diversification of TRASOP Accounts. . . . . . 96
iv 10/18/95
<PAGE>
<PAGE>
CON EDISON THRIFT SAVINGS PLAN
FOR MANAGEMENT EMPLOYEES
AND
TAX REDUCTION ACT STOCK OWNERSHIP PLAN
______________________________________
______________________________________
PURPOSE
The purpose of this Plan is to establish a convenient
way for management employees of the Company to supplement their
retirement income by saving on a regular and long-term basis and
to provide additional financial security for emergencies, thereby
offering these employees an additional incentive to continue
their careers with the Company. This Plan is intended to satisfy
the requirements of Sections 401(k) and 401(m) of the Code and to
qualify under Section 401(a) of the Code, and the trust described
in Article 5 of this Plan is intended to qualify under Section
501(a) of the Code, so as to provide Participants an option to
defer a portion of their compensation on a pre-tax and/or after-
tax basis and to invest and reinvest their savings under the Plan
on a tax-deferred basis. It is intended that a Participant's
Pre-Tax Contributions, as defined in this Plan, shall constitute
payments by the Company as contributions to the Trust Fund on
behalf of the Participant, within the meaning of Section 401(k)
of the Code.
Effective as of July 1, 1988, the Company's Tax
Reduction Act Stock Ownership Plan ("TRASOP") for management
employees has been included within this plan document, and all
TRASOP Accounts and all transactions with respect to TRASOP and
TRASOP Accounts shall be governed by this plan document, but this
Plan and the TRASOP shall be separate plans. All TRASOP matters
relating to the period up to June 30, 1988 shall be governed by
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<PAGE>
<PAGE>
TRASOP as amended to February 19, 1988. There shall be no
transfers between TRASOP Accounts and other Plan Accounts and
Subaccounts, and Plan Accounts and Subaccounts and TRASOP
Accounts shall continue to be operated as separate entities,
albeit within a single plan document and trust.
On December 28, 1994, the Plan was amended and restated
in its entirety effective as of January 1, 1994 except as
otherwise provided therein. The Plan, as so amended and restated,
was submitted to the Internal Revenue Service for a determination
of its qualified status. Following consideration of comments
received from the Internal Revenue Service after its review of
the Plan, the Company decided to change the effective date of the
Plan. Accordingly, the Plan is amended and restated in its
entirety, as amended through October 18, 1995, and this amendment
and restatement is effective as of January 1, 1989, except as
otherwise provided herein and except that Sections 301(b), (c)
and (d), 8.05 and 8.06 are effective as of January 1, 1987.
ARTICLE 1
Definitions
The following words and phrases have the following
meanings unless a different meaning is plainly required by the
context:
1.01 "Account" means the record maintained pursuant to
Section 5.08 by the Trustee for each Participant relating to
thrift savings contributions to the Plan.
1.02 "Act" means the Tax Reduction Act of 1975, as amended
from time to time.
1.03 "Actual Contribution Percentage," or "ACP," means, with
respect to a specified group of Employees, the average of the
2 10/18/95
<PAGE>
<PAGE>
ratios, calculated separately for each Employee in the group, of
(a) the sum of the Employee's After-Tax Contributions and Company
Contributions for that Plan Year (excluding any Company
Contributions forfeited under the provisions of Sections 3.01 and
8.01), to (b) his Statutory Compensation for that entire Plan
Year; provided that, upon direction of the Plan Administrator,
Statutory Compensation for a Plan Year shall only be counted if
received during the period an Employee is, or is eligible to
become, a Participant. The Actual Contribution Percentage for
each group and the ratio determined for each Employee in the
group shall be calculated to the nearest one one-hundredth of one
percent.
1.04 "Actual Deferral Percentage," or "ADP," means, with
respect to a specified group of Employees, the average of the
ratios, calculated separately for each Employee in that group, of
(a) the amount of Pre-Tax Contributions made pursuant to Section
3.01 for a Plan Year (including Pre-Tax Contributions returned to
a Highly Compensated Employee under Section 3.01(c) and Pre-Tax
Contributions returned to any Employee pursuant to Section
3.01(d)), to (b) the Employee's Statutory Compensation for that
entire Plan Year, provided that, upon direction of the Plan
Administrator, Statutory Compensation for a Plan Year shall only
be counted if received during the period an Employee is, or is
eligible to become, a Participant. The Actual Deferral
Percentage for each group and the ratio determined for each
Employee in the group shall be calculated to the nearest one one-
hundredth of one percent. For purposes of determining the Actual
Deferral Percentage for a Plan Year, Pre-Tax Contributions may be
taken into account for a Plan Year only if they:
3 10/18/95
<PAGE>
<PAGE>
(a) relate to compensation that either would have been
received by the Employee in the Plan Year but for the deferral
election, or are attributable to services performed by the
Employee in the Plan Year and would have been received by the
Employee within 2 1/2 months after the close of the Plan Year but
for the deferral election,
(b) are allocated to the Employee as of a date within that
Plan Year and the allocation is not contingent on the
participation or performance of service after such date, and
(c) are actually paid to the Trustee no later than 12
months after the end of the Plan Year to which the contributions
relate.
1.05 "Adjustment Factor" means the cost of living adjustment
factor prescribed by the Secretary of the Treasury under Section
415(d) of the Code for calendar years beginning on or after
January 1, 1988, and applied to such items and in such manner as
the Secretary shall provide.
1.06 "Affiliated Employer" means any 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. Notwithstanding the foregoing, for purposes
of Sections 1.34 and 8.05, the definitions in Sections 414(b) and
(c) of the Code shall be modified by substituting the phrase
4 10/18/95
<PAGE>
<PAGE>
"more than 50 percent" for the phrase "at least 80 percent" each
place it appears in Section 1563(a)(1) of the Code.
1.07 "After-Tax Contribution" shall have the meaning set
forth in Section 3.02.
1.08 "After-Tax Subaccount" shall have the meaning set forth
in Section 5.08.
1.09 "Annual Dollar Limit" means for Plan Years beginning on
or after January 1, 1989 and before January 1, 1994, $200,000
multiplied by the Adjustment Factor. Commencing with the 1994
Plan Year, the Annual Dollar Limit means $150,000, except that if
for any calendar year after 1994 the Cost-of-Living Adjustment as
hereafter defined is equal to or greater than $10,000, then the
Annual Dollar Limit (as previously adjusted under this Section)
for any Plan Year beginning in any subsequent calendar year shall
be increased by the amount of such Cost-of-Living Adjustment,
rounded to the next lowest multiple of $10,000. The Cost-of-
Living Adjustment shall equal the excess of (i) $150,000
increased by the adjustments made under Section 415(d) of the
Code for the calendar years after 1994 except that the base
period for purposes of Section 415(d)(1)(A) of the Code shall be
the calendar quarter beginning October 1, 1993 over (ii) the
Annual Dollar Limit in effect for the Plan Year beginning in the
calendar year.
1.10 "Annuity Starting Date" means the first day of the
first period for which an amount is paid following a
Participant's Retirement or other termination of employment.
1.11 "Balanced Fund" shall have the meaning set forth in
Section 5.12.
1.12 "Beneficiary" means the person or persons determined in
accordance with the provisions of Section 11.03 to succeed to a
Participant's benefits under the Plan in the event of death of
5 10/18/95
<PAGE>
<PAGE>
such Participant prior to the entire distribution of such
benefits.
1.13 "Board" means the Board of Trustees of the Company.
1.14 "Break in Service" means an event affecting
forfeitures, which shall occur to the extent that a Participant's
nonforfeitable rights in his Company Contributions Subaccount are
determined under the cliff vesting provisions of Section 6.02, as
of the Participant's Severance Date if he is not reemployed by
the Company or an Affiliated Employer within one year after a
Severance Date. However, if an Employee is absent from work
immediately following his or her active employment, irrespective
of whether the Employee's employment is terminated, because of
the Employee's pregnancy, the birth of the Employee's child, the
placement of a child with the Employee in connection with the
adoption of that child by the Employee or for purposes of caring
for that child for a period beginning immediately following that
birth or placement and that absence from work began on or after
the first day of the Plan Year which began in 1985, a Break in
Service shall occur to the extent that a Participant's
nonforfeitable rights in his Company Contributions Subaccount are
determined under the cliff vesting provisions of Section 6.02
only if the Participant does not return to work within two years
of his Severance Date. A Break in Service shall not occur during
an approved leave of absence or during a period of military
service which is included in the Employee's Vesting Service
pursuant to Section 1.61.
1.15 "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
1.16 "Company" means Consolidated Edison Company of New
York, Inc. or any successor by merger, purchase or otherwise,
6 10/18/95
<PAGE>
<PAGE>
with respect to its employees; or any other company participating
in the Plan as provided in Section 11.09 with respect to its
employees.
1.17 "Company Contribution" means any contributions to the
Trust Fund by the Company pursuant to Section 3.03.
1.18 "Company Contribution Subaccount" shall have the
meaning set forth in Section 5.08.
1.19 "Company Stock Fund" shall have the meaning set forth
in Section 5.06.
1.20 "Compensation" means base salary paid to an Employee
for services rendered to the Company, determined prior to any
reduction for Pre-Tax Contributions pursuant to Section 3.01 or
amounts contributed on the Employee's behalf on a salary
reduction basis to a cafeteria plan under Section 125 of the Code
and excluding bonuses, overtime pay, incentive compensation,
deferred compensation and all other forms of special pay.
However, for Plan Years beginning after 1988, Compensation shall
not exceed the Annual Dollar Limit. The Annual Dollar Limit
applies to the aggregate Compensation paid to a Highly
Compensated Employee referred to in Section 8.04, his spouse and
his lineal descendants who have not attained age 19 before the
end of the Plan Year. If, as a result of the application of the
family aggregation rule, the Annual Dollar Limit is exceeded,
then the Limit shall be prorated among the affected individuals
in proportion to each such individual's Compensation as
determined under this Section 1.20 prior to the application of
the Limit.
1.21 "Defined Benefit Plan" means a "defined benefit plan"
as defined in Section 414(j) of the Code which is maintained by
7 10/18/95
<PAGE>
<PAGE>
the Company or an Affiliated Employer for its employees.
1.22 "Defined Benefit Plan Fraction" means, for any
Participant, for any calendar year, a fraction:
(a) The numerator of which is the Projected Annual Benefit
of the Participant under all Defined Benefit Plans (determined as
of the close of the year); and
(b) The denominator of which is the lesser of:
(i) The product of 1.25 multiplied by $90,000 as
adjusted by the Adjustment Factor; or
(ii) The product of 1.4 multiplied by the average of
the Participant's aggregate renumeration as defined in Section
8.05 for his highest three consecutive years.
1.23 "Defined Contribution Plan" means a "defined
contribution plan" as defined in Section 414(i) of the Code which
is maintained by the Company or an Affiliated Employer for its
employees.
1.24 "Defined Contribution Plan Fraction" means, for any
Participant, for any calendar year, a fraction:
(a) The numerator of which is the sum of the Participant's
Annual Additions for the year determined as of the end of such
year; and
8 10/18/95
<PAGE>
<PAGE>
(b) The denominator of which is the sum of the lesser of
the following amounts determined for such year and for each prior
year of Service:
(i) The product of 1.25 multiplied by $30,000, as
adjusted by the Adjustment Factor; or
(ii) The product of 1.4 multiplied by 25% of the
Participant's aggregate renumeration as defined in Section 8.05
for the year.
1.25 "Disability" means total and permanent physical or
mental disability, as evidenced by (a) receipt of a Social
Security disability pension or (b) receipt of disability payments
under the Company's long-term disability program.
1.26 "Earnings" means the amount of income to be returned
with any excess deferrals, excess contributions or excess
aggregate contributions under Section 3.01, 8.01, 8.02 or 8.03.
Earnings on excess deferrals and excess contributions shall be
determined by multiplying the income earned on the Pre-Tax
Subaccount for the Plan Year by a fraction, the numerator of
which is the excess deferrals or excess contributions, as the
case may be, for the Plan Year and the denominator of which is
the Pre-Tax Subaccount balance at the end of the Plan Year,
disregarding any income or loss occurring during the Plan Year.
Earnings on excess aggregate contributions shall be determined in
a similar manner by substituting the sum of the Company
Contributions Subaccount and After-Tax Subaccount for the Pre-Tax
Subaccount, and the excess aggregate contributions for the excess
deferrals and excess contributions in the preceding sentence.
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1.27 "Employee" means a salaried employee of the Company who
is on the management payroll and receives stated compensation
other than a pension, severance pay, retainer, or fee under
contract; however, the term "Employee" excludes any Leased
Employee and any person who is included in a unit of employees
covered by a collective bargaining agreement which does not
provide for his participation in the Plan.
1.28 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.
1.29 "Equity Index Fund" shall have the meaning set forth in
Section 5.05.
1.30 "Fixed Income Fund" shall have the meaning set forth in
Section 5.04.
1.31 "Highly Compensated Employee" means any employee of the
Company or an Affiliated Employer (whether or not eligible for
participation in the Plan) who satisfies the criteria of
paragraph (a), (b), (c) or (d):
(a) During the look-back year the employee:
(i) received Statutory Compensation in excess of
$75,000 multiplied by the Adjustment Factor;
(ii) received Statutory Compensation in excess of
$50,000 multiplied by the Adjustment Factor and was among the
highest 20 percent of employees for that year when ranked by
Statutory Compensation paid for that year excluding, for purposes
of determining the number of such employees, such employees as
the Company may determine on a consistent basis pursuant to
Section 414(q)(8) of the Code; or
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(iii) was at any time an officer of the Company or an
Affiliated Employer and received Statutory Compensation greater
than 50 percent of the dollar limitation on maximum benefits
under Section 415(b)(1)(A) of the Code for such Plan Year. The
number of officers is limited to 50 (or, if lesser, the greater
of 3 employees or 10 percent of employees excluding those
employees who may be excluded in determining the top-paid group).
If no officer has Statutory Compensation in excess of 50 percent
of the dollar limitation on maximum benefits under Section
415(b)(1)(A) of the Code, the highest paid officer is treated as
a Highly Compensated Employee.
(b) During the determination year, the employee satisfies
the criteria under (i), (ii), or (iii) of (a) above and is one of
the 100 highest paid employees of the Company or an Affiliated
Employer.
(c) During the determination year or the look-back year the
employee was at any time a five percent owner of the Company.
(d) For purposes of Section 8.04(a), a Highly Compensated
Employee shall include a former employee who separated from
service prior to the determination year and who was a five
percent owner for either (i) the year he separated from service
or (ii) any determination year ending on or after the employee's
55th birthday.
(e) Notwithstanding the foregoing, employees who are
nonresident aliens and who receive no earned income from the
Company or an Affiliated Employer which constitutes income from
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sources within the United States shall be disregarded for all
purposes of this Section.
(f) For purposes of this Section 1.31, the "determination
year" means the Plan Year and "look-back year" means the 12 month
period immediately preceding the determination year. However, to
the extent permitted under regulations, the Plan Administrator
may elect to determine the status of Highly Compensated Employees
on a current calendar year basis.
(g) The provisions of the Section shall be further subject
to such additional requirements as shall be described in Section
414(q) of the Code and its applicable regulations, which shall
override any aspects of this Section inconsistent therewith.
1.32 "Hour of Service" means each hour for which the
employee is paid or entitled to payment for the performance of
duties for the Company or an Affiliated Employer.
1.33 "Investment Manager" means an investment manager as
defined in Section 3(38)of ERISA, which is appointed by the Named
Fiduciaries pursuant to Sections 5.04, 5.05, 5.11 or 5.12.
1.34 "Leased Employee" means any person performing services
for the Company or an Affiliated Employer as a leased employee as
defined in Section 414(n) of the Code. In the case of any person
who is a Leased Employee before or after a period of service as
an Employee, the entire period during which he has performed
services as a Leased Employee shall be counted as service as an
Employee for all purposes of the Plan, except that he shall not,
by reason of that status, become a Participant of the Plan.
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1.35 "Loan Reserve" shall have the meaning set forth in
Section 9.08.
1.36 "Named Fiduciaries" means the persons designated as
named fiduciaries of the Plan pursuant to Section 10.01.
1.37 "Nonparticipating Contribution" shall have the meaning
set forth in Section 3.04.
1.38 "Participant" means any person who has a balance to his
credit in the Trust Fund and/or shares beneficially owned under a
TRASOP Account.
1.39 "Participating Contribution" shall have the meaning set
forth in Section 3.04.
1.40 "Plan" means the Con Edison Thrift Savings Plan for
Management Employees and, effective as of July 1, 1988, the
TRASOP, as amended from time to time, as set forth herein.
1.41 "Plan Administrator" means the Plan Administrator
appointed pursuant to Section 10.01 to administer the Plan.
1.42 "Plan Year" means the calendar year.
1.43 "Pre-Tax Contribution" shall have the meaning set forth
in Section 3.01.
1.44 "Pre-Tax Subaccount" shall have the meaning set forth
in Section 5.08.
1.45 "Projected Annual Benefit" means, for any Participant,
for any calendar year, the annual benefit payable in the form of
a straight life annuity to which the Participant would be
entitled under a Defined Benefit Plan on the assumptions that he
continues in the employment of the Company until the normal
retirement age under the Defined Benefit Plan (or his current
age, if later), that his compensation, as defined in such Defined
Benefit Plan, continues at the same rate in effect for the year
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under consideration until such age, and that all other relevant
factors used to determine benefits under the Defined Benefit Plan
remain constant as of the year under consideration for all future
years.
1.46 "Retirement" means a termination of service by a
Participant either (a) by reason of disability, or (b) under
circumstances in which he is entitled to receive a retirement
pension under any Defined Benefit Plan, or (c) 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 his sixty-fifth birthday.
1.47 "Rollover Subaccount" means the account credited with
the Rollover Contributions made by a Participant and earnings on
those contributions.
1.48 "Rollover Contributions" means amounts contributed
pursuant to Section 3.05.
1.49 "Severance Date" means the earlier of (a) the date an
employee quits, retires, is discharged or dies, or (b) the first
anniversary of the date on which an employee is first absent from
service, with or without pay, for any reason such as vacation,
sickness, disability, layoff or leave of absence.
1.50 "Statutory Compensation" means the wages, salaries, and
other amounts paid in respect of an employee for services
actually rendered to the Company or an Affiliated Employer,
including by way of example, overtime and bonuses, but excluding
deferred compensation, stock options and other distributions
which receive special tax benefits under the Code. For purposes
of determining Highly Compensated Employees under Section 1.31
and key employees under Article 12, Statutory Compensation shall
include Pre-Tax Contributions and amounts contributed on a
Participant's behalf on a salary reduction basis to a cafeteria
plan under Section 125 of the Code. For all other purposes, each
Plan Year the Plan Administrator may direct that Statutory
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Compensation shall include Pre-Tax Contributions and amounts
contributed on a Participant's behalf on a salary reduction basis
to a cafeteria plan under Section 125 of the Code. For Plan
Years beginning on or after January 1, 1989, Statutory
Compensation shall not exceed the Annual Dollar Limit, provided
that such Limit shall not be applied in determining Highly
Compensated Employees under Section 1.31. The Annual Dollar
Limit applies to the aggregate Statutory Compensation paid to a
Highly Compensated Employee referred to in Section 8.04(a), his
spouse and his lineal descendants who have not attained age 19
before the close of the Plan Year. If, as a result of the
application of the family aggregation rule, the Annual Dollar
Limit is exceeded, then the Limit shall be prorated among the
affected individuals in proportion to each such individual's
Statutory Compensation as determined under this Section 1.50
prior to the application of the Limit.
1.51 "Shares" means issued and outstanding shares of common
stock of the Company and shall include fractional shares of such
common stock.
1.52 "Treasury Bill Fund" shall have the meaning set forth
in Section 5.11.
1.53 "Top-Heavy Plan" means any Defined Contribution Plan or
Defined Benefit Plan under which more that 60% of the sum of (i)
its aggregate account balances and (ii) the present value of its
aggregate accrued benefits is allocated to key employees. For
the purposes of this definition "present value" shall be
determined on the basis of an interest rate of 5-1/2% and
mortality as set forth in 1971 TPF&C Forecast Mortality.
1.54 "Top Heavy Group" means any "required aggregation
group" (as defined in Section 12.03) or any "permissive
aggregation group" (as defined in Section 12.03) in which more
than 60% of the sum of (i) the aggregate account balances under
all plans in the group and (ii) the aggregate present value of
15 10/18/95
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accrued benefits under all plans in the group is allocated to key
employees. For the purpose of this definition, "present value"
shall be determined on basis of an interest rate of 5-1/2% and
mortality as set forth in 1971 TPF&C Forecast Mortality.
1.55 "TRASOP" means the Tax Reduction Act Stock Ownership
Plan of the Company, as included within this plan document
effective as of July 1, 1988.
1.56 "TRASOP Account" means an account maintained on behalf
of an Employee by the Trustee under the TRASOP, in which is shown
the number of Shares beneficially owned thereunder by the
Employee, as determined under the provisions and requirements of
the TRASOP.
1.57 "Trust Fund" means the trust fund described in Article
5.
1.58 "Trustee" means the trustee at any time appointed and
acting as trustee of the Trust Fund.
1.59 "Units" shall have the meaning set forth in Section
5.06.
1.60 "Vested Portion" means the portion of the Account in
which the Participant has a nonforfeitable interest as provided
in Article 6 or, if applicable, Article 12.
1.61 "Vesting Service" means, with respect to any employee,
his period of employment with the Company or any Affiliated
Employer, whether or not as an Employee, beginning on the date he
first completes an Hour of Service and ending on his Severance
Date, provided that:
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(a) if his employment terminates and he is reemployed
within one year of the earlier of (i) his date of termination or
(ii) the first day of an absence from service immediately
preceding his date of termination, the period between his
Severance Date and his date of reemployment shall be included in
his Vesting Service;
(b) if he is absent from the service of the Company or any
Affiliated Employer because of service in the Armed Forces of the
United States and he returns to service with the Company or an
Affiliated Employer having applied to return while his
reemployment rights were protected by law, the absence shall be
included in his Vesting Service;
(c) if he is on a leave of absence covered by the Family
and Medical Leave Act of 1993, as it may be amended from time to
time, the period of leave shall be included in his Vesting
Service;
(d) if he is on leave of absence approved by the Company,
under rules uniformly applicable to all Employees similarly
situated, the Company may authorize the inclusion in his Vesting
Service of any portion of that period of leave which is not
included in his Vesting Service under (a), (b) or (c) above; and
(e) if his employment terminates and he is reemployed after
he has incurred a Break in Service, his Vesting Service after
reemployment shall be aggregated with his previous period or
periods of Vesting Service if (i) he was vested in his Company
Contribution Subaccount or (ii) the period from his Break in
Service to his subsequent reemployment does not equal or exceed
the greater of five years or his period of Vesting Service before
his Break in Service.
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1.62 "Weekly Plan"means the Con Edison Retirement Income
Savings Plan for Weekly Employees as from time to time in effect.
1.63 The masculine pronoun wherever used includes the
feminine pronoun.
ARTICLE 2
Eligibility and Participation
2.01 Eligibility. Any Employee shall be eligible for
participation in the Plan, except that only an Employee who was a
Participant in, and had an account under TRASOP on June 30, 1988,
shall be eligible to continue to participate in TRASOP and have a
TRASOP Account under this Plan, because applicable laws do not
permit additional tax credit contributions to TRASOP.
2.02 Participation. An Employee may become a Participant
by completing such enrollment process as may be prescribed by the
Plan Administrator and by electing to make monthly contributions
to the Trust Fund in an amount equal to any percentage of his
Compensation permitted by Sections 3.01 and/or 3.02. An Employee
may also become a Participant by electing to contribute to the
Trust Fund amounts allocated to the Employee by the Company under
a cafeteria plan of the Company under Section 125 of the Code and
otherwise available under such plan to be contributed under this
Plan. A Participant's contributions shall be made by regular
payroll deductions authorized from time to time by such
Participant in such manner and on such conditions as may be
prescribed by the Plan Administrator, including a form furnished
by the Company under a cafeteria plan of the Company under
Section 125 of the Code. An Employee may become a Participant
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beginning with any calendar month by making such election on or
before the 15th day of the preceding calendar month.
2.03 Reemployment of Former Employees and Former
Participants. Any person reemployed by the Company as an
Employee, who was previously a Participant or who was previously
eligible to become a Participant, shall become a Participant upon
completing the enrollment process and making an election in
accordance with Section 2.02.
2.04 Transferred Participants. A Participant who remains
in the employ of the Company or an Affiliated Employer but ceases
to be an Employee shall continue to be a Participant of the Plan
but shall not be eligible to make After-Tax Contributions, Pre-
Tax Contributions or to have Company Contributions made on his
behalf while his employment status is other than as an Employee.
2.05 Termination of Participation. A Participant's
participation shall terminate on the date he is no longer
employed by the Company or any Affiliated Employer unless the
Participant is entitled to benefits under the Plan, in which
event his participation shall terminate when those benefits are
distributed to him.
ARTICLE 3
Contributions
3.01 Pre-Tax Contributions.
(a) A Participant may elect in accordance with Section
2.02 to reduce his Compensation payable while a Participant by at
least 1% and, effective January 1, 1994, not more than 18%, in
multiples of 1% and have that amount contributed to the Plan by
the Company as Pre-Tax Contributions. An amount contributed to
the Plan pursuant to the election of a Participant under a
cafeteria plan of the Company under Section 125 of the Code may
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be designated as a Pre-Tax Contribution by the Participant. Pre-
Tax Contributions shall be further limited as provided below and
in Sections 8.01, 8.04 and 8.05.
(b) In no event shall the Participant's Pre-Tax
Contributions and similar contributions made on his behalf by the
Company or an Affiliated Employer to all plans, contracts or
arrangements subject to the provisions of Section 401(a)(30) of
the Code in any calendar year exceed $7,000 multiplied by the
Adjustment Factor. If a Participant's Pre-Tax Contributions in a
calendar year reach that dollar limitation, his election of Pre-
Tax Contributions for the remainder of the calendar year will be
canceled and, if so elected by the Participant, then
recharacterized as an election to make After-Tax Contributions
under Section 3.02 at the same rate as was previously in effect
for his Pre-Tax Contributions. Each Participant affected by this
paragraph (b) may elect to change or suspend the rate at which he
makes After-Tax Contributions. As of the first pay period of the
calendar year following such cancellation, the Participant's
election of Pre-Tax Contributions shall again become effective at
the rate in accordance with his most recent election.
(c) In the event that the sum of the Pre-Tax Contributions
and similar contributions to any other qualified Defined
Contribution Plan maintained by the Company or an Affiliated
Employer exceeds the dollar limitation in Section 3.01(b) for any
calendar year, the Participant shall be deemed to have elected a
return of Pre-Tax Contributions in excess of such limit ("excess
deferrals") from this Plan. The excess deferrals, together with
Earnings, shall be returned to the Participant no later than the
April 15 following the end of the calendar year in which the
excess deferrals were made. The amount of excess deferrals to be
returned for any calendar year shall be reduced by any Pre-Tax
Contributions previously returned to the Participant under
Section 8.01 for that calendar year. In the event any Pre-Tax
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Contributions returned under the this paragraph (c) were matched
by Company Contributions under Section 3.03, those Company
Contributions, together with Earnings, shall be forfeited and
used to reduce future Company contributions.
(d) If a Participant makes tax-deferred contributions under
another qualified defined contribution plan maintained by an
employer other than the Company or an Affiliated Employer for any
calendar year and those contributions when added to his Pre-Tax
Contributions exceed the dollar limitation under Section 3.01(b)
for that calendar year, the Participant may allocate all or a
portion of such excess deferrals to this Plan. In that event,
such excess deferrals, together with Earnings, shall be returned
to the Participant no later than the April 15 following the end
of the calendar year in which such excess deferrals were made.
However, the Plan shall not be required to return excess
deferrals unless the Participant notifies the Plan Administrator,
in writing, by March 1 of that following calendar year of the
amount of the excess deferrals allocated to this Plan. The
amount of such excess deferrals to be returned for any calendar
year shall be reduced by any Pre-Tax Contributions previously
returned to the Participant under Section 8.01 for that calendar
year. In the event any Pre-Tax Contributions returned under this
paragraph (d) were matched by Company Contributions under Section
3.03, those Company Contributions, together with Earnings, shall
be forfeited and used to reduce future Company contributions.
3.02 After-Tax Contributions. Any Participant may make
After-Tax Contributions under this Section whether or not he has
elected to have Pre-Tax Contributions made on his behalf pursuant
to Section 3.01. The amount of After-Tax Contributions shall be
at least 1% and, effective January 1, 1994, not more than 18% of
his Compensation while a Participant, in multiples of 1%. An
amount contributed to the Plan pursuant to the election of a
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Participant under a cafeteria plan of the Company under Section
125 of the Code may be designated as any After-Tax Contribution
by the Participant. If the Participant has made an election
under Section 3.01, the maximum percentage of Compensation which
the Participant may elect to contribute under this Section shall
be equal to the excess of 18% over the percentage elected by the
Participant under Section 3.01.
3.03 Company Contributions. The Company shall contribute
on behalf of each of its Participants who elects to make Pre-Tax
Contributions or After-Tax Contributions an amount equal to 50%
of the sum of the Pre-Tax Contributions and After-Tax
Contributions made on behalf of or by the Participant to the Plan
during each month, not to exceed 6% of the Participant's
Compensation for such month, in the following order of priority:
(a) Pre-Tax Contributions, and then (b) After-Tax Contributions.
In no event, however, shall the Company Contributions for a month
pursuant to this Section exceed 3% of the Participant's
Compensation for such month. The Company Contributions are made
expressly conditional on the Plan satisfying the provisions of
Sections 3.01, 8.01, 8.02 and 8.03. If any portion of the Pre-
Tax Contribution or After-Tax Contribution to which the Company
Contribution relates is returned to the Participant under Section
3.01, 8.01, 8.02 or 8.03, the corresponding Company Contribution
shall be forfeited, and if any amount of the Company Contribution
is deemed an excess aggregate contribution under Section 8.03,
such amount shall be forfeited in accordance with the provisions
of that Section. Company Contributions shall be paid to the
Trustee each calendar month.
3.04 Participating and Nonparticipating Contributions. The
portion of a Participant's Pre-Tax Contribution or After-Tax
Contribution to which the Company Contribution relates shall be
Participating Contributions, and the portion of a Participant's
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Pre-Tax Contribution or After-Tax Contribution in excess of the
Participant's Participating Contributions shall be
Nonparticipating Contributions.
3.05 Rollover Contributions and Trust to Trust Transfers.
(a) Subject to such terms and conditions as the Plan
Administrator may determine to be appropriate, applied in a
uniform and non-discriminatory manner to all Participants, and
without regard to any limitations on contributions set forth in
this Article 3, the Plan may receive from a Participant for
credit to his Rollover Subaccount, in cash, any amount previously
distributed (or deemed to have been distributed) to him from a
qualified plan. The Plan may receive such amount either directly
from the Participant or, effective at such time as the Plan
Administrator shall determine practicable, in the form of a
direct rollover from an individual retirement account or from a
qualified plan. Notwithstanding the foregoing, the Plan shall
not accept any amount unless such amount is eligible to be rolled
over in accordance with applicable law and the Participant
provides evidence satisfactory to the Plan Administrator that
such amount qualifies for rollover treatment. Unless received by
the Plan in the form of a direct rollover, the Rollover
Contribution must be paid to the Trustee on or before the 60th
day after the day it was received by the Participant or be rolled
over through the medium of an individual retirement account that
contains no assets other than those representing employer
contributions to a qualified plan, any earnings thereon and any
earnings from employee contributions to that plan. At the time
received by the Plan, the Participant shall, in such manner and
on such conditions as may be prescribed by the Plan
Administrator, elect to invest the Rollover Contribution in the
investment funds then available under the Plan to the
Participant. If the Participant fails to make an investment
election, 100% of the Rollover Contribution shall be invested in
the Fixed Income Fund.
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(b) Rollovers and direct rollovers shall only be accepted
from a Participant who is an Employee except that the Plan shall
accept a rollover or direct rollover from a former Employee who
is a Participant of an amount received from either a Defined
Benefit Plan or the TRASOP.
(c) Subject to such terms and conditions as the Plan
Administrator may determine to be appropriate, applied in a
uniform and non-discriminatory manner to all Participants, and
effective at such time as the Plan Administrator shall determine
practicable, the Plan shall receive on behalf of a Participant a
trust-to-trust transfer from the Weekly Plan of the Participant's
benefits and liabilities under the Weekly Plan. Any Participant
whose benefits are the subject of a trust-to-trust transfer from
the Weekly Plan to this Plan will be entitled to receive
benefits, rights and features from the Plan that are no less than
the benefits, rights and features he would be entitled to receive
from the Weekly Plan immediately preceding the transfer.
Following the transfer, the Participant's rights to the non-
vested portion of any benefits transferred from the Weekly Plan
shall vest in accordance with Section 6.02 of this Plan. To the
extent feasible, such transfer shall be made on an in-kind basis.
To the extent that such transfer is made in the form of cash, at
the time received by the Plan the Participant shall, in such
manner and on such terms as may be prescribed by the Plan
Administrator, elect to invest the cash in the investment funds
then available under the Plan except that the Participant may
elect to invest in the Company Stock Fund only cash derived from
the sale of shares in the Company Stock Fund under the Weekly
Plan.
3.06 Changes in Contributions. A Participant may increase
or reduce his contributions within the limits prescribed by
Sections 3.01 and 3.02, effective as of the first day of any
calendar month, by making a new election on or before the 15th
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day of the preceding calendar month in such manner and on such
conditions as may be prescribed by the Plan Administrator. A
Participant may make changes in contribution levels four times
within each Plan Year.
3.07 Suspension in Contributions. A Participant may at any
time suspend his contributions as of the last day of any calendar
month by making an election on or before the 15th day of such
month in such manner and on such conditions as may be prescribed
by the Plan Administrator. A Participant may resume making
contributions, effective as of any calendar month, by making an
election on or before the 15th day of the preceding calendar
month in such manner and as such conditions as may be prescribed
by the Plan Administrator. A suspension or resumption of
contributions is counted as one of four changes in contribution
levels permitted within each Plan Year under the Plan.
3.08 Payment To Trust.
(a) Amounts contributed by Participants shall be paid by
the Company to the Trustee promptly and credited by the Trustee
to their Accounts in accordance with the certification of the
Plan Administrator as to the names of the contributing
Participants and the respective amounts contributed by each
Participant as Participating Contributions, Nonparticipating
Contributions, Pre-Tax Contributions and After-Tax Contributions.
(b) Each Company Contribution shall be paid by the Company
promptly to the Trustee and shall be allocated among the
Participants and credited to their respective Accounts in
proportion to their Participating Contributions made during the
calendar month for which the Company Contribution is being made.
3.09 No Contributions to TRASOP. No contributions to
TRASOP by the Company or by Participants are permitted.
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ARTICLE 4
Company Contributions
4.01 Company Contributions Election. A Participant may
elect to have Company Contributions allocated to his Account
invested in the Company Stock Fund described in Section 5.06, the
Equity Index Fund described in Section 5.05, the Treasury Bill
Fund described in Section 5.11, the Balanced Fund described in
Section 5.12, and the Fixed Income Fund described in Section
5.04. A Participant may elect, through February 28, 1994, to
have Company Contributions invested in multiples of 25% and
effective March 1, 1994 may elect to have Company Contributions
invested in multiples of 1%. If the Participant fails to make an
election as to Company Contributions, 100% of such Contributions
shall be invested in the Fixed Income Fund. Any such election
shall be made in such manner and on such conditions as may be
prescribed by the Plan Administrator.
4.02 Change of Election. A Participant may change his
investment election regarding future Company Contributions not
more than four times in any calendar year. Any such election
shall be made in such manner and on such conditions as may be
prescribed by the Plan Administrator and shall be effective as of
the first day of the calendar month immediately following the
calendar month in which the election change is made.
4.03 Certification to Trustee. The Plan Administrator
shall certify to the Trustee the amount of Company Contributions
that each Participant has most recently elected, pursuant to
Section 4.01 or 4.02, to have invested for his Account in the
Company Stock Fund, the Equity Index Fund, the Balanced Fund, the
Treasury Bill Fund or the Fixed Income Fund.
4.04 Forfeitures. The total amount of the Trust Fund
forfeited by Participants pursuant to Section 7.02 or otherwise,
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during any calendar month shall be applied to reduce future
Company Contributions due under the Plan. The Trustee shall
promptly advise the Company of any such forfeiture and the amount
thereof.
ARTICLE 5
The Trust Fund; Investments
5.01 Trust Agreement. Contributions and TRASOP Accounts
shall be held in a Trust Fund by the Trustee under a written
trust agreement between the Company and the Trustee. No person
shall have any rights to or interest in the Trust Fund except as
provided in the Plan.
5.02 Investment of Trust Fund. Subject to Section 5.07,
and except for that portion of the Trust Fund to be invested in
the Company Stock Fund pursuant to Section 5.06 or in a
Participant's Loan Reserve pursuant to Section 9.08 or in Shares
pursuant to Section 13.02, the Trust Fund shall, subject to the
election rules set forth in Section 5.03, be invested in the
Fixed Income Fund described in Section 5.04 and, to the extent a
Participant so elects, in the Equity Index Fund described in
Section 5.05, the Treasury Bill Fund described in Section 5.11 or
the Balanced Fund described in Section 5.12.
5.03 Rules for Investment Elections. Each Participant in
the Plan may elect to invest the Participant's contributions and
Account balance in accordance with the following rules:
(a) Investment Election for March 31, 1994. The fixed
interest contracts that compose, as of January 1, 1994, the Fixed
Income Fund described in Section 5.04 that mature on March 31,
1994 are herein called "Class Year Contracts". Amounts invested
in the Fixed Income Fund earn a blended rate of return that is a
composite rate based on all of the assets (other than the Class
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Year Contracts) in the Fixed Income Fund. Participants may
select investments for the portion of their Account balance
invested in the Class Year Contracts (the "Class Year Balance"),
for the portion of their Account balance invested in the blended-
rate portion of the Fixed Income Fund, for their balances in the
Equity Index Fund, the Company Stock Fund, the Balanced Fund and
for their future contributions after March 31, 1994.
(i) A Participant may elect to transfer all or a
portion, in multiples of 1%, of his Class Year Balance to the
Treasury Bill Fund, the Equity Index Fund or the Balanced Fund or
the blended rate portion of the Fixed Income Fund. Failure by a
Participant to make an election for his Class Year Balance shall
be deemed to be an election to invest 100% thereof in the Fixed
Income Fund.
(ii) A Participant may elect to transfer all or a
portion, in multiples of 1%, of his balance in the blended-rate
portion of the Fixed Income Fund to the Equity Index Fund or the
Balanced Fund.
(iii) A Participant may elect to transfer all or a
portion, in multiples of 1%, of his balance in the Equity Index
Fund to the Fixed Income Fund or the Balanced Fund.
(iv) A Participant may elect to transfer all or a
portion, in multiples of 1%, of his balance in the Company Stock
Fund to the Equity Index Fund, the Balanced Fund, the Treasury
Bill Fund or the Fixed Income Fund.
(v) The elections provided in the foregoing clauses
(i), (ii), (iii) and (iv) above shall be made in such manner and
on such conditions as may be prescribed by the Plan Administrator
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and shall not be counted as one of the changes permitted annually
under the Plan. Any amounts transferred to the Treasury Bill
Fund shall not thereafter be permitted to be transferred out of
the Treasury Bill Fund to any other Fund.
(vi) Future transfers of Account balances shall be
permitted only in accordance with subsection 5.03(c) below.
(b) Future Contributions. A Participant may elect, in such
manner and on such conditions as may be prescribed by the Plan
Administrator, to invest future contributions after February 28,
1994, in multiples of 1%, in the Fixed Income Fund, Equity Index
Fund, the Treasury Bill Fund and the Balanced Fund. A
Participant may change his investment election regarding future
contributions not more than four times in any Plan Year. Such
change of election shall be made in such manner and on such
conditions as may be prescribed by the Plan Administrator and
shall become effective as of the first day of the calendar month
immediately following the calendar month in which the election
change is made. A Participant's elections shall remain in effect
until changed or until contributions are ceased or suspended.
(c) Accumulated Balances. Effective as of April 1, 1994,
Participants may elect to transfer Account balances, in multiples
of 1%, once in any three-month period, as set forth below:
(i) From the Fixed Income Fund to the Equity
Index Fund or the Balanced Fund;
(ii) From the Balanced Fund to the Equity Index
Fund or the Fixed Income Fund;
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(iii) From the Equity Index Fund to the Fixed
Income Fund or the Balanced Fund; and
(iv) From the Company Stock Fund to the Fixed
Income Fund, the Equity Index Fund, the Balanced Fund or the
Treasury Bill Fund.
Any such elections shall be made by a Participant in such manner
and on such conditions as may be prescribed by the Plan
Administrator. An election to make a transfer shall be effective
as of the last day of the calendar month in which the election is
made. A Participant shall not be permitted to make any transfer
of all or any portion of his Account balance in the Treasury Bill
Fund to the Fixed Income Fund, the Equity Index Fund, the
Balanced Fund or the Company Stock Fund.
5.04 Fixed Income Fund. The Named Fiduciaries shall have
the power to appoint an Investment Manager to manage (including
the power to acquire and dispose of) the assets in the Fixed
Income Fund. The Fixed Income Fund shall include one or more
agreements with one or more insurance companies or other
financial institutions as may be directed in writing from time to
time by the Investment Manager, or, if there is no Investment
Manager appointed, by the Named Fiduciaries in their discretion.
Notwithstanding anything in this Article to the contrary, any
contributions invested in the Fixed Income Fund shall be subject
to any and all terms and conditions of such agreements, including
any limitations placed on the exercise of any rights otherwise
granted to a Participant under any other provisions of the Plan
with respect to such contributions. The Investment Manager or
the Named Fiduciaries, as the case may be, shall direct the
Trustee in writing as to any elections or other actions to be
taken by the Trustee with respect to any such agreement. If at
any time the Investment Manager or the Named Fiduciaries, as the
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case may be, shall determine, in its or their discretion, that it
is not feasible to secure such an agreement or agreements on
desirable terms which will permit investment of the entire amount
to be invested pursuant to this Section 5.04, then the Investment
Manager or the Named Fiduciaries, as the case may be, shall so
inform the Trustee in writing. In such event, such part of the
amount to be invested pursuant to this Section 5.04 as cannot be
invested in such an agreement or agreements shall, until such
time as such agreement or agreements are secured, be invested in
obligations of the United States Government or agencies thereof,
or obligations guaranteed as to the payment of principal and
interest by the United States government or agencies thereof, or
deposits in fully insured savings accounts or in any common,
collective or commingled trust fund maintained by the Trustee
that is qualified under Section 401(a) of the Code and exempt
under Section 501(a) of the Code, or any combination thereof, as
the Trustee in its discretion shall determine. Prompt written
notice of any such determination by the investment manager or the
Named Fiduciaries, as the case may be, shall be given to all
Participants.
5.05 Equity Index Fund. The Equity Index Fund shall
include one or more portfolios of equity securities constructed
and maintained with the objective of providing investment results
which approximate the overall performance of the portfolio
comprising the Standard & Poor's 500 Composite Stock Index,
selected by the Named Fiduciaries in their discretion, or by an
Investment Manager (which may be the bank acting as Trustee)
selected by the Named Fiduciaries in their discretion, although
temporary investments in money market funds or instruments or
accounts shall be permitted. If at any time the Investment
Manager or the Named Fiduciaries, as the case may be, shall
determine, in their discretion, that it is not feasible to secure
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such portfolios on desirable terms which will permit investment
of the entire amount to be invested pursuant to this Section
5.05, then the Investment Manager or Named Fiduciaries shall so
inform the Trustee in writing. In such event, such part of the
amount to be invested pursuant to this Section 5.05 as cannot be
invested in such a portfolio shall be invested in obligations of
the United States Government or agencies thereof, or obligations
guaranteed as to the payment of principal and interest by the
United States Government or agencies thereof, or deposits in
fully insured savings accounts or in any common, collective or
commingled trust fund maintained by the Trustee that is qualified
under Section 401(a) of the Code and exempt under Section 501(a)
of the Code, or any combination thereof, as the Trustee in its
discretion shall determine. Prompt written notice of any such
determination by the Investment Manager or Named Fiduciaries
shall be given to all Participants.
5.06 Company Stock Fund.
(a) Investments in Fund. There shall be established
within the Trust Fund a separate Company Stock Fund, as described
in this Section, for the investment of those portions of the
Company Contributions specified by Participants pursuant to
Section 4.01 and 4.02. All Company Contributions so specified
shall be invested solely in Shares, except that a portion of the
Company Stock Fund may be maintained temporarily in cash, or may
be invested temporarily in investments permitted by Section 5.07.
The Trustee shall regularly purchase Shares for the Company Stock
Fund in accordance with a nondiscretionary purchasing program.
Such purchases may be made on any securities exchange where
Shares are traded, in the over-the-counter market, or in
negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Trustee may determine to be in the
best interests of the Participants. Dividends, interest and other
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income received on assets held in the Company Stock Fund shall be
reinvested in the Company Stock Fund. All funds to be invested
in the Company Stock Fund shall be invested by the Trustee in one
or more transactions promptly after receipt by the Trustee,
subject to any applicable requirement of law affecting the timing
or manner of such transactions. All brokerage commissions and
other expenses incurred by the Trustee in the purchase or sale of
Shares under the Plan will be paid by the Company.
(b) Units. The interests of Participants in the Company
Stock Fund shall be measured in Units, the number and value of
which shall be determined, in the manner set forth in this
subsection, as of the last day of each calendar month and at such
other times as the Plan Administrator shall direct. As of the
first valuation date after January 1, 1985, the market value of
all assets held in the Company Stock Fund (including any
uninvested cash, accrued dividends, interest and other assets),
reduced by the amount of any liabilities chargeable to the
Company Stock Fund, shall be determined by the Trustee. As of
such first valuation date, each Unit shall be assigned a value of
$1 and the total number of Units shall be determined by dividing
the market value determined in accordance with the preceding
sentence by $1. The resulting total number of Units shall be
allocated among the Accounts of the Participants in proportion to
the respective amounts of Company Contributions received by the
Trustee since January 1, 1985 for the Account of each Participant
for investment in the Company Stock Fund. As of each valuation
date thereafter, the market value of all assets held in the
Company Stock Fund (including any uninvested cash, accrued
dividends, interest and other assets), reduced by the amount of
any liabilities chargeable to the Company Stock Fund, and reduced
by any Company Contributions received for investment in the
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Company Stock Fund since the last previous date, shall be
determined by the Trustee. The market value determined in
accordance with the preceding sentence shall be divided by the
total number of Units determined as of the last previous
valuation date. The resulting quotient shall be the value of a
Unit as of the current valuation date, and Units shall be
allocated, at such value, to and from the Accounts of
Participants for all transactions by them or on their behalf
since the last preceding valuation date. Fractional units shall
be calculated to at least three decimal places. If part or all
of a Participant's interest in the Company Stock Fund shall be
transferred from the Company Stock Fund pursuant to subsection
5.03(c)(iv), distributed pursuant to Sections 7.01, 7.02, 7.03,
7.05, or 7.06, withdrawn pursuant to Section 7.04, or forfeited
pursuant to Section 7.02, the number of Units representing the
interests or parts thereof transferred, distributed, withdrawn or
forfeited as of the applicable valuation date shall be cancelled
for purposes of any subsequent determination of the number and
value of Units in the Company Stock Fund. The Trustee's
determination of market values pursuant to this subsection and
Section 5.08 shall be conclusive.
(c) Voting of Shares. Each Participant shall be entitled
to direct the Trustee as to the manner in which any Shares or
fractional Share represented by Units allocated to the
Participant's Account are to be voted. Any such Shares or
fractional Share for which the Participant does not give voting
directions shall be voted by the Trustee in the same manner and
proportions as all other Shares held by the Trustee for which
voting directions are given by Participants. The Trustee shall
keep confidential a Participant's voting instructions and
information regarding a Participant's purchases, holdings and
sales of Shares. The Plan Administrator shall be responsible for
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monitoring the Trustee's performance of its confidentiality
obligations.
5.07 Temporary Investments. Any funds which are to be
invested by the Trustee pursuant to Section 5.04, 5.05, 5.06,
5.11, 5.12 or 13.02 may be invested by the Trustee, either
temporarily or during any period when it is not possible to
invest such funds in the manner provided in such Sections, in
marketable United States obligations, or, in the discretion of
the Trustee, in any common, collective or commingled trust fund
maintained by the Trustee that is qualified under Section 401(a)
of the Code and is exempt under Section 501(a) of the Code. Any
income or gains resulting from such investment shall ultimately
be invested in the same manner as the funds producing such income
or gains.
5.08 Accounts and Subaccounts. The Trustee shall maintain
in any equitable manner, which shall to the extent necessary
include a monthly revaluation at current market values, as
determined by the Trustee, a separate TRASOP Account for each
Participant eligible therefor and a separate Account for each
Participant, and within each such Account a Pre-Tax Subaccount,
an After-Tax Subaccount, a Rollover Subaccount and a Company
Contribution Subaccount, in which the Trustee shall keep a
separate record of the respective shares of such Participant in
the Trust Fund, including the Company Stock Fund, the Fixed
Income Fund, the Equity Index Fund, the Balanced Fund, the
Treasury Bill Fund, and the Loan Reserve, attributable to amounts
credited to his Pre-Tax Subaccount, his After-Tax Subaccount, his
Rollover Subaccount and his Company Contribution Subaccount. A
Participant's Pre-Tax Contributions shall be credited to his
Pre-Tax Subaccount. A Participant's After-Tax Contributions
shall be credited to his After-Tax Subaccount. A Participant's
Rollover Contributions shall be credited to his Rollover
Subaccount. A Participant's share of Company Contributions made
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on or after January 1, 1985 shall be credited to his Company
Contribution Subaccount.
5.09 Pre-January 1, 1985 Contributions. Any contributions
to the Trust Fund made by a Participant prior to January 1, 1985
shall, as of January 1, 1985, be credited to his After-Tax
Subaccount. Any contributions to the Trust Fund made by the
Company and allocated to a Participant's Account prior to January
1, 1985 shall be credited to the Participant's Company
Contribution Subaccount.
5.10 Statements of Account. As soon as practicable after
June 30, and December 31, of each year the Trustee shall cause to
be sent to each Participant a written statement showing, as of
such date, the respective amounts of the Trust Fund, including
the Company Stock Fund, Fixed Income Fund, Equity Index Fund,
Treasury Bill Fund, Balanced Fund and Loan Reserve, attributable
to the Participant's Pre-Tax Subaccount, his After-Tax
Subaccount, his Rollover Subaccount and his Company Contribution
Subaccount and the Participant's balance in his TRASOP Account,
if any. With respect to the Participant's After-Tax Subaccount,
the statement shall show separately the amount of the
Participant's own contributions (less any withdrawals) credited
to his After-Tax Subaccount. The Plan Administrator may direct
the Trustee from time to time to issue comparable statements to
Participants as of other dates during the calendar year.
5.11 Treasury Bill Fund. Effective March 31, 1991 a new
investment option shall become available under the Plan. The new
investment option shall be known as the Treasury Bill Fund, shall
consist of short-term United States Treasury Bills, and shall be
managed by an investment manager (which may be the Trustee)
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selected by the Named Fiduciaries in their discretion. This Fund
may also be invested in short-term fixed obligations of the
United States Government or agencies thereof, or other
obligations guaranteed as to the payment of principal and
interest by the United States Government or agencies thereof, or
deposits in fully insured savings accounts, or in any common,
collective or commingled trust fund maintained by the Trustee
that is qualified under Section 401(a) of the Code and exempt
under Section 501(a) of the Code, or any combination thereof, as
the investment manager in its discretion may determine.
5.12 Balanced Fund. Effective March 31, 1992 a new
investment option shall become available under the Plan. The new
investment option shall be the Strategic Asset Allocation fund,
sponsored and managed by Bankers Trust Company. The new fund, to
be known as the Balanced Fund, consists of three components: (i)
a common stock index fund that invests in common stock included
in the S&P 500 Composite Stock Index and has the objective of
providing investment results that replicate the overall
performance of the S&P 500 Composite Stock Index; (ii) a broad
market fixed income index fund that invests primarily in fixed
income securities of the U.S. Government or any agency thereof,
publicly-issued fixed rate investment-grade domestic debt and
government agency and corporate mortgage backed securities and
has the objective of providing investment results that replicate
the overall performance of the Salomon Brothers Broad Investment
Grade Index; and (iii) a money market fund that invests in debt
obligations having maturities of six months or less including
securities of the U.S. Government or agencies thereof;
collateralized repurchase agreements; asset-backed securities;
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open-ended demand master notes; commercial paper; loan
participation; and issues offered by US, Canadian, European and
Japanese banking institutions; provided that the issuer's senior
debt is rated A or higher by either Moody's or S&P and if its
commercial paper is rated either P1 or higher by Moody's or A1 or
higher by S&P; if neither Moody's nor S&P rates an issuer's
securities, the fund will acquire such securities only if Bankers
Trust Company determines their quality to be equivalent to the
quality of issuers that satisfy such rating standards. Each of
the component funds of the Balanced Fund is maintained within the
common, commingled or collective trust fund known as the General
Employee Benefit Trust established by Bankers Trust Company which
acts as trustee of such General Trust. Bankers Trust Company
will determine amounts to be allocated to each component fund.
Over the long term, the common stock index portion is expected to
average about 55 percent of the Balanced Fund, but would not
exceed 70 percent, the fixed income index portion is expected to
average about 35 percent and the money market portion about 10
percent.
5.13 Responsibility for Investments. Each Participant is
solely responsible for the selection of his investment options.
The Trustee, the Named Fiduciaries, the Plan Administrator, the
Company and the trustees, officers and other employees of the
Company are not empowered to advise a Participant as to the
manner in which his Account shall be invested. The fact that an
investment fund is available to Participants for investment under
the Plan shall not be construed as a recommendation for a
particular Participant to invest in that investment fund.
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ARTICLE 6
Vesting
6.01 Participant Contributions. The amount to the credit
of a Participant's Account which is attributable to his Pre-Tax
Contributions, After-Tax Contributions and Rollover Contributions
to the Trust Fund made by the Participant shall be 100% vested at
all times.
6.02 Company Contributions. The amount to the credit of a
Participant's Account which is attributable to Company
Contributions, including contributions to the Trust Fund made by
the Company prior to January 1, 1985, shall become 100% vested,
subject to Article 8, on the later of (i) January 1, 1985, and
(ii) the first day of the calendar month in which the Participant
completes three years of Vesting Service; provided, however, that
all amounts to the credit of a Participant's Account which are
attributable to Company Contributions, shall become 100% vested
upon the Participant's attainment of age 65, his Disability,
termination of his service by reason of Retirement or death or by
the Company for reasons other than cause. Except to the extent
that they shall have become vested, amounts to the credit of a
Participant's Account which are attributable to Company
Contributions are subject to forfeiture as provided in Section
7.02.
6.03 TRASOP Account. A Participant's balance in his TRASOP
Account, if any, shall always be 100% vested.
ARTICLE 7
Distributions, Withdrawals and Forfeitures
7.01 Retirement. If a Participant's service is terminated
by reason of Retirement, the entire amount to the credit of his
Account (including any amount due under any outstanding loan
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pursuant to Article 9) shall be distributed to him in accordance
with Section 7.09.
7.02 Voluntary Termination or Termination by the Company;
Forfeitures.
(a) If a Participant's service is terminated by the Company
for cause or if the Participant voluntarily terminates his
service otherwise than by reason of Retirement, the non-vested
portion of the Participant's Company Contributions Subaccount
shall not be forfeited until the Participant incurs a period of
Break in Service of five years or receives a distribution of the
Vested Portion of his Account, if earlier. The Vested Portion to
the credit of such Participant's Account (including any amount
due under any outstanding loan pursuant to Article 9) shall be
distributed to such Participant in accordance with Section 7.09.
Termination of service for cause shall be determined by the Plan
Administrator under rules uniformly applied to all Participants.
If the Participant is not reemployed by the Company or an
Affiliated Employer before he incurs a period of Break in Service
of five years or receives a distribution, the non-vested portion
of his Company Contribution Subaccount shall be forfeited.
(b) If an amount to the credit of a Participant's Company
Contributions Subaccount has been forfeited in accordance with
paragraph (a) above, such amount shall subsequently be restored
to his Company Contribution Subaccount by the Company provided
(i) he is reemployed by the Company or an Affiliated Employer
prior to incurring a period of Break in Service of five years and
(ii) either he has elected or is deemed to have elected a
deferred distribution in accordance with Section 7.09 or during
his reemployment and within five years after his reemployment
date he makes a lump sum payment to the Trust Fund in cash in an
amount equal to that portion of the distribution received which
represents the Participant's Participating Contributions relating
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directly to Company Contributions which were forfeited at the
time of distribution. The forfeited amount so restored shall
vest in accordance with Section 6.02 as a Company Contribution
and shall be credited to the Participant's Company Contribution
Subaccount. The lump sum payment by the Participant shall
immediately be 100% vested and shall be credited to the
Participant's Account.
(c) If any amounts to be restored by the Company to a
Participant's Company Contributions Subaccount have been
forfeited under paragraph (a) above, those amounts shall be taken
first from any forfeitures which have not as yet been applied
against Company contributions and if any amounts remain to be
restored, the Company shall make a special Company contribution
equal to those amounts.
(d) A Participant may elect, in such manner and on such
terms as may be prescribed by the Plan Administrator, to invest a
repayment in the investment funds available under the Plan to the
Participant at the time of the repayment.
7.03 Death. Upon the death of a Participant the entire
amount to the credit of his Account (including any amount due
under any outstanding loan pursuant to Article 9) shall be
distributed to his Beneficiary in accordance with Section 11.03
as soon as practicable (but in any event within 90 days) after
the calendar month in which his death occurs.
7.04 Withdrawals. Effective March 1, 1994, a Participant
may request cash withdrawals from his Account by making a
withdrawal application in such manner and on such conditions as
may be prescribed by the Plan Administrator. Withdrawal
applications shall be effective as of the last day of the
calendar month during which the application is made. Payment of
the amount withdrawn shall be made as soon as practicable after
such application is effective. Withdrawals shall be permitted
not more than four times in any calendar year and only in
accordance with the following terms:
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(a) No withdrawals from the Company Stock Fund shall be
permitted except following a transfer pursuant to Section
5.03(c)(iv); provided, however, that effective at such time as
the Plan Administrator shall determine practicable, withdrawals
shall be permitted directly from the Company Stock Fund.
Withdrawals will be made on a first-in-first-out basis within
each category below and pro rata from the Participant's balances
available for withdrawal.
(b) A Participant may at any time withdraw an amount up to
the entire amount to the credit of his After-Tax and Company
Contribution Subaccounts, except that a Participant may not
withdraw an amount attributable to a Company Contribution until
December 31 of the second calendar year beginning after the
calendar month for which the Company Contribution was made. A
Participant shall not be permitted to make any such withdrawal
amounting to less than $300 unless the maximum amount available
under this paragraph (b) is less than $300 in which case the
Participant shall only be permitted to withdraw such maximum
amount. Withdrawals shall be made in the following order from a
Participant's Account:
1. If the Participant requests a nontaxable withdrawal:
(i) Nonparticipating After-Tax Contributions made
before January 1, 1987, excluding any earnings thereon, and
(ii) Participating After-Tax Contributions made before
January 1, 1987, excluding any earnings thereon.
2. If the Participant requests a taxable withdrawal,
without incurring a suspension as provided in (f) below:
(i) Nonparticipating After-Tax Contributions made
before January 1, 1987, excluding any earnings thereon;
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(ii) Participating After-Tax Contributions made before
January 1, 1987, excluding earnings thereon;
(iii) Nonparticipating After-Tax Contributions made on
or after January 1, 1987, including any earnings thereon;
(iv) Participating After-Tax Contributions made on or
after January 1, 1987 that have been in the Account two full
calendar years after the year contributed, including any earnings
thereon;
(v) Any earnings attributable to Nonparticipating
After-Tax Contributions made before January 1, 1987;
(vi) Any earnings attributable to Participating After-
Tax Contributions made before January 1, 1987; and
(vii) Company Contributions in the Account for two full
calendar years after the contribution year, including any
earnings thereon.
3. If the Participant requests a taxable withdrawal
resulting in a suspension as provided in (f) below:
(i) Nonparticipating After-Tax Contributions made
before January 1, 1987, excluding any earnings thereon;
(ii) Participating After-Tax Contributions made before
January 1, 1987, excluding any earnings thereon;
(iii) Nonparticipating After-Tax Contributions made on
or after January 1, 1987, including any earnings thereon;
(iv) Participating After-Tax Contributions made on or
after January 1, 1987, including any earnings thereon;
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(v) Any earnings attributable to Nonparticipating
After-Tax Contributions made before January 1, 1987;
(vi) Any earnings attributable to Participating After-
Tax Contributions made before January 1, 1987; and
(vii) Company Contributions in the Account for two full
calendar years after the contribution year, including any
earnings thereon.
(c) A Participant who has withdrawn at least the entire
amount available under (b) above without incurring a suspension
may at any time withdraw an amount up to the entire amount to the
credit of his Rollover Subaccount.
(d) Participant who has attained the age of 59 years and
six months and who has withdrawn at least the entire amounts
available for withdrawal under paragraphs (b) and (c) above
without incurring a suspension, may withdraw an amount up to the
entire amount to the credit of his Pre-Tax Subaccount in the
following order:
1. If the Participant requests a withdrawal, without
resulting in a suspension under (f) below:
(i) Nonparticipating Pre-Tax Contributions, including
any earnings thereon, and
(ii) Participating Pre-Tax Contributions that have been
in the Account for two full calendar years after the year
contributed, including any earnings thereon.
2. If the Participant requests a withdrawal resulting in a
suspension under (f) below:
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(i) Participating After-Tax Contributions, made on or
after January 1, 1987 that have been in the Account for less than
two full calendar years after the contribution year, including
any earnings thereon;
(ii) Nonparticipating Pre-Tax Contributions, including
any earnings thereon; and
(iii) Participating Pre-Tax Contributions including any
earnings thereon.
A Participant shall not be permitted to make any such withdrawal
amounting to less than $300 unless the maximum amount available
under this Section 7.04 is less than $300 in which case the
Participant shall only be permitted to withdraw such maximum
amount.
(e) Notwithstanding the preceding paragraphs (b), (c) and
(d), a Participant may not withdraw any amount that would cause
the balance of his Account to be less than the minimum amount
required under Section 9.09.
(f) In the event a Participant withdraws any amounts which
represent After-Tax Participating Contributions made at any time
during the two full calendar years preceding the calendar year in
which the withdrawal is made, the Participant's right to make any
contributions to the Plan shall be suspended for the six full
calendar months as soon as practicable following the effective
date of the withdrawal application. To resume contributions
following such suspension, the Participant must elect, in such
manner and on such conditions as may be prescribed by the Plan
Administrator, to resume making contributions. The election must
be made on or before the 15th day of the calendar month preceding
the calendar month in which such contributions are to resume.
7.05 Hardship Withdrawals. Effective January 1, 1989, a
Participant may, in the event of hardship, withdraw all or any
part of the amount of Pre-Tax Contributions to the credit of the
Account of the Participant (excluding any earnings after December
31, 1988 attributable to Pre-Tax Contributions) in excess of any
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minimum Account balance required under Section 9.09. Effective
March 1, 1994, a Participant may apply for a hardship withdrawal
in such manner and on such conditions as may be prescribed by the
Plan Administrator. For purposes of the Plan a Participant shall
be deemed to have a hardship if the Participant has an immediate
and heavy financial need and if the withdrawal is necessary to
satisfy such financial need as set forth below. The Plan
Administrator or his delegate shall determine whether the
Participant satisfies the requirements for a hardship and the
amount of any hardship withdrawal. Any withdrawal under this
Section shall be made pro-rata from the Participant's balances in
the investment funds from which withdrawal may be made as
provided in Section 7.04. A withdrawal pursuant to this Section
7.05 shall not be subject to the limitations on number of
withdrawals permitted under Section 7.04.
(a) Immediate and Heavy Financial Need - A Participant will
be deemed to have an immediate and heavy financial need if the
withdrawal is to be made on account of any of the following:
(1) Medical expenses described in Section 213(d) of
the Code previously incurred by the Participant, the
Participant's spouse or any dependent (as defined in Section 152
of the Code) of the Participant, or expenses necessary for those
persons to obtain medical care described in Section 213(d) of the
Code;
(2) Costs directly related to the purchase (excluding
mortgage payments) of a principal residence for the Participant;
(3) Payment of tuition and related educational fees
for the next twelve-months of post- secondary education for the
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Participant, or the Participant's spouse, children or dependents;
(4) Payment of amounts necessary to prevent the
eviction of the Participant from his principal residence or to
avoid foreclosure on the mortgage of the Participant's principal
residence; or
(5) Any other need added to the foregoing items of
deemed immediate and heavy financial needs by the Commissioner of
the Internal Revenue Service through the publication of revenue
rulings, notices and other documents of general availability,
rather than on an individual basis.
A Participant shall not be permitted to make a withdrawal in the
event of a hardship on account of any reason other than as set
forth above.
(b) Necessary to Satisfy Such Need - The requested
withdrawal will not be treated as necessary to satisfy the
Participant's immediate and heavy financial need to the extent
that the amount of the requested withdrawal is in excess of the
amount required to relieve the financial need or to the extent
such need may be satisfied from other sources that are reasonably
available to the Participant. The amount of an immediate and
heavy financial need may include any amounts necessary to pay any
federal, state or local income taxes or penalties reasonably
anticipated to result from the hardship withdrawal. The Plan
Administrator or his delegate shall generally make this
determination on the basis of all relevant facts and
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circumstances. In evaluating the relevant facts and
circumstances the Plan Administrator or his delegate shall act in
a nondiscriminatory fashion and shall treat uniformly those
Participants who are similarly situated. The Participant shall
furnish the Plan Administrator or his delegate such supporting
documents as may be requested in evaluating the relevant facts
and circumstances. The Plan Administrator or his delegate may
generally treat a withdrawal as necessary to satisfy a financial
need if he or his delegate reasonably relies upon the
Participant's representation that the need cannot be relieved,
unless the Plan Administrator or his delegate has actual
knowledge to the contrary:
(1) Through reimbursement or compensation by insurance
or otherwise;
(2) By reasonable liquidation of the Participant's
assets, to the extent such liquidation would not itself cause an
immediate and heavy financial need;
(3) By cessation of Pre-Tax and After-Tax
Contributions under the Plan;
(4) By other distributions or non-taxable loans from
plans maintained by the Company or any other employer; or
(5) By borrowing from commercial sources on reasonable
commercial terms.
For purposes of this subdivision, the Participant's resources
shall be deemed to include those assets of his spouse and minor
children that are reasonably available to the Participant.
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(c) Effective at such time as the Plan Administrator shall
determine practicable, as a condition for receiving a hardship
withdrawal, a Participant must comply with (1) or (2) as follows:
(1) The Participant must certify to the Plan
Administrator or his delegate, on such form as the Plan
Administrator or his delegate may prescribe, that the financial
need cannot be fully relieved out of the sources listed in (b)
(1) - (5) above. The sources listed must be used to the extent
necessary to relieve the hardship but any source that would have
the effect of increasing the hardship need not be used. For
purposes of this clause (1), the Participant's resources shall be
deemed to include those assets of his spouse and minor children
that are reasonably available to the Participant. The
Participant shall furnish to the Plan Administrator or his
delegate such supporting documents as the Plan Administrator or
his delegate may request in accordance with uniform and
nondiscriminatory rules prescribed by the Plan Administrator or
his delegate. If, on the basis of the Participant's
certification and the supporting documents, the Plan
Administrator or his delegate find that he can reasonably rely on
the Participant's certification, then the Plan Administrator or
his delegate shall find that the requested withdrawal is
necessary to meet the Participant's financial need.
(2) The Participant must request, on such form as the
Plan Administrator or his delegate may prescribe, that the Plan
Administrator or his delegate make its determination of the
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necessity for the withdrawal solely on the basis of the
Participant's certification, without any supporting documents.
In that event, the Plan Administrator or his delegate shall make
such determination, provided all of the following requirements
are met: (1) the Participant has obtained all distributions and
withdrawals, other than distributions available only on account
of hardship, and all nontaxable loans currently available under
all plans of the Company and Affiliated Employers, (2) the
Participant is prohibited from making Pre-Tax Contributions and
After-Tax Contributions to the Plan and all other plans of the
Company and Affiliated Employers under the terms of such plans or
by means of an otherwise legally enforceable agreement for at
least 12 months after receipt of the distribution, and (3) the
limitation described in Section 3.01(b) under all plans of the
Company and Affiliated Employers for the calendar year following
the year in which the distribution is made must be reduced by the
Participant's elective deferrals made in the calendar year of the
distribution for hardship. For purposes of clause (2), "all
other plans of the Company and Affiliated Employers" means all
qualified and non-qualified plans of deferred compensation
maintained by the Company and Affiliated Employers and includes a
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stock option, stock purchase (including the Company's Discount
Stock Purchase Plan though it isn't a deferred compensation plan)
and such other plans as may be designated under regulations
issued under Section 401(k) of the Code, but shall not include
health and welfare benefit plans and the mandatory employee
contribution portion of a defined benefit plan.
7.06 Distribution from Company Stock Fund. Where an amount
to be distributed pursuant to Section 7.01, 7.02, or 7.03 is
represented in part by Units, the distributee may elect, in such
manner and on such conditions as may be prescribed by the Plan
Administrator, to have distributed the number of whole Shares
represented by such Units, together with an amount of dollars
representing the balance of the current value of such Units. In
the absence of such an election, the distribution shall be made
entirely in dollars. Withdrawals pursuant to Section 7.04 or
7.05 and loans pursuant to Article 9 to be made from the Company
Stock Fund shall be made entirely in cash.
7.07 Leaves of Absence and Transfers to Weekly Payroll. If
a Participant shall be granted a leave of absence by the Company
or shall transfer from the management payroll to the weekly
payroll, neither such event shall be deemed a termination of
service, but such Participant's Pre-Tax Contributions and
After-Tax Contributions under this Plan shall be suspended as of
the last day of the calendar month in which such leave commences,
or transfer occurs, as the case may be. Such Participant may
resume making Pre-Tax Contributions and After-Tax Contributions,
as of the first day of any calendar month following the
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termination of such leave of absence or his return to the
management payroll, as the case may be, by making a new payroll
deduction authorization in such manner and on such conditions as
may be prescribed by the Plan Administrator, on or before the
15th day of the calendar month preceding the calendar month in
which such contributions are to resume.
7.08 Age 70 1/2 Required Distribution.
(a) In no event shall the provisions of this Article
operate so as to extend the time by which a distribution is to be
made under any other provision of the Plan or to allow the
distribution of a Participant's Account to begin later than the
April 1 following the calendar year in which he attains age 70
1/2, provided that such commencement in active service shall not
be required with respect to a Participant (i) who does not own
more than five percent of the outstanding stock of the Company
(or stock possessing more than five percent of the total combined
voting power of all stock of the Company), and (ii) who attained
age 70 1/2 prior to January 1, 1988.
(b) In the event a Participant in active service is
required to begin receiving payments while in service under the
provisions of paragraph (a) above, the Plan shall distribute to
the Participant in each distribution calendar year the minimum
amount required to satisfy the provisions of Section 401(a)(9) of
the Code provided, however, that the payment for the first
distribution calendar year shall be made on or before April 1 of
the following calendar year. Such minimum amount will be
determined on the basis of the joint life expectancy of the
Participant and his Beneficiary. Such life expectancy will be
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recalculated once each year; however, the life expectancy of the
Beneficiary will not be recalculated if the Beneficiary is not
the Participant's spouse. The amount of the withdrawal shall be
allocated among the investment funds in proportion to the value
of the Accounts as of the date of each withdrawal. The
commencement of payments under this Section 7.08 shall not
constitute an Annuity Starting Date for purposes of Sections 72,
401(a)(11) and 417 of the Code. Upon the Participant's
subsequent termination of employment, payment of the
Participant's Account shall be made in accordance with the
provisions of Section 7.09.
7.09 Form and Timing of Distributions.
(a) Distributions pursuant to Sections 7.01 and 7.02 shall
be made as follows:
(i) the Vested Portion of the Participant's Account
balance which equals $3500 or less shall be distributed in a
single lump sum as soon as practicable, but not later than 60
days after the end of the calendar year in which the
Participant's termination of employment occurs; or
(ii) unless the Participant makes an election under
Section 7.09(b), the Vested Portion of the Participant's Account
balance which exceeds $3500 shall be deferred until the
Participant attains age 65 and the amount to the credit of the
Participant's Account as of the last day of the calendar month in
which he attains age 65 shall be distributed to him in a single
lump sum as soon as practicable after such calendar month. If
the Participant fails to make an election under Section 7.09(b),
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the Participant shall be deemed to have elected the deferred
distribution under this Section 7.09(a)(ii).
(b) In lieu of the deferred distribution upon attaining age
65 provided in Section 7.09(a)(ii), the Participant may elect, in
such manner and on such conditions as may be prescribed by the
Plan Administrator, one of the following:
(i) a distribution in a single lump sum as soon as
practicable, but not later than 60 days after the end of the
calendar year in which the Participant's termination occurs;
(ii) a distribution deferred until the last day of a
calendar month not later than the calendar month in which the
Participant attains age 70 as designated by the Participant, in
which event distribution 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 such calendar month; or
(iii) a distribution in five annual installments as
promptly as practicable after the end of each calendar year
commencing in the calendar year immediately following the
calendar year in which the termination occurs, in which event
each such annual installment shall be an amount equal to the
Participant's Account balance as of December 31 of the previous
year divided by the number of annual installments remaining to be
made hereunder, except that the fifth such installment shall
equal the entire balance in the Participant's Account as of the
preceding December 31. Each such annual installment shall be
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taken pro rata from the Participant's balances in the investment
funds under the Plan.
7.10 Status of Account Pending Distribution. Until
completely distributed the Account of a Participant who is
entitled to a distribution shall continue to be invested as part
of the funds of the Plan.
7.11 Proof of Death and Right of Beneficiary or Other
Person. The Plan Administrator may require and rely upon such
proof of death and such evidence of the right of any Beneficiary
or other person to receive the value of the Account of a deceased
Participant as the Plan Administrator may deem proper and his
determination of the right of that Beneficiary or other person to
receive payment shall be conclusive.
7.12 Distribution Limitation. Notwithstanding any other
provision of this Article 7, all distributions from this Plan
shall conform to the regulations issued under Section 401(a)(9)
of the Code, including the incidental death benefit provisions of
Section 401(a)(9)(G) of the Code. Further, such regulations
shall override any Plan provision that is inconsistent with
Section 401(a)(9) of the Code.
7.13 Direct Rollover of Certain Distributions. This
Section applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a distributee's election under this
Section, a distributee may elect, in such manner and on such
conditions as may be prescribed by the Plan Administrator, to
have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the
distributee in a direct rollover. The following definitions
apply to the terms used in this Section:
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(a) "Eligible rollover distribution" means any distribution
of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does
not include any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of
the distributee and the distributee's designated beneficiary, or
for a specified period of ten years or more, any distribution to
the extent such distribution is required under Section 401(a)(9)
of the Code, and the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities);
(b) "Eligible retirement plan" means an individual
retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the
Code, an annuity plan described in Section 403(a) of the Code, or
a qualified trust described in Section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity;
(c) "Distributee" means an employee or former employee. In
addition, the employee's or former employee's surviving spouse
and the employee's or former employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations
order as defined in Section 414(p) of the Code, are distributees
with regard to the interest of the spouse or former spouse; and
(d) "Direct rollover" means a payment by the Plan to the
eligible retirement plan specified by the distributee.
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ARTICLE 8
Non-Discrimination and Limitation
8.01 Actual Deferral Percentage Test. The Actual Deferral
Percentage for Highly Compensated Employees who are Participants
or eligible to become Participants shall not exceed the Actual
Deferral Percentage for all other Employees who are Participants
or eligible to become Participants multiplied by 1.25. If the
Actual Deferral Percentage for Highly Compensated Employees does
not meet the foregoing test, the Actual Deferral Percentage for
Highly Compensated Employees may not exceed the Actual Deferral
Percentage for all other Employees who are Participants or
eligible to become Participants by more than two percentage
points, and the Actual Deferral Percentage for Highly Compensated
Employees may not be more than 2.0 times the Actual Deferral
Percentage for all other Employees (or such lesser amount as the
Plan Administrator shall determine to satisfy the provisions of
Section 8.03). The Plan Administrator may implement rules
limiting the Pre-Tax Contributions which may be made on behalf of
some or all Highly Compensated Employees so that this limitation
is satisfied. If the Plan Administrator determines that the
limitation under this Section 8.01 has been exceeded in any Plan
Year, the following provisions shall apply:
(a) The amount of Pre-Tax Contributions made on behalf of
some or all Highly Compensated Employees shall be reduced until
the provisions of this Section are satisfied as follows. The
actual deferral ratio of the Highly-Compensated Employee with the
highest actual deferral ratio shall be reduced to the extent
necessary to meet the test or to cause such ratio to equal the
actual deferral ratio of the Highly Compensated Employee with the
next highest ratio. This process will be repeated until the
actual deferral percentage test is passed. Each ratio shall be
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rounded to the nearest one one-hundredth of one percent of the
Participant's Statutory Compensation.
(b) Pre-Tax Contributions subject to reduction under this
Section, together with Earnings thereon, ("excess contributions")
shall be paid to the Participant before the close of the Plan
Year following the Plan Year in which the excess contributions
were made and, to the extent practicable, within 2 1/2 months of
the close of the Plan Year in which the excess contributions were
made. However, any excess contributions for any Plan Year shall
be reduced by any Pre-Tax Contributions previously returned to
the Participant under Section 3.01 for that Plan Year. In the
event any Pre-Tax Contributions returned under this Section 8.01
were matched by Company Contributions, such corresponding Company
Contributions, with Earnings thereon, shall be forfeited and used
to reduce Company contributions. The Participant may elect, in
lieu of a return of the excess contributions, to have the Plan
treat all or a portion of the excess contributions to the Plan as
After-Tax Contributions for the Plan Year in which the excess
contributions were made, subject to the limitations of Section
3.02. Recharacterized excess contributions shall be considered
After-Tax Contributions made in the Plan Year to which the excess
contributions relate for purposes of Section 8.02 and shall be
subject to the withdrawal provisions applicable to After-Tax
Contributions under Article 7. The Participant's election to
recharacterize Pre-Tax Contributions shall be made within 2 1/2
months of the close of the Plan Year in which the excess
contributions were made, or within such shorter period as the
Plan Administrator may prescribe. In the absence of a timely
election by the Participant, the Plan shall return his excess
contributions as provided in the paragraph (b).
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8.02 Actual Contribution Percentage Test. The Actual
Contribution Percentage for Highly Compensated Employees who are
Participants or eligible to become Participants shall not exceed
the Actual Contribution Percentage for all other Employees who
are Participants or eligible to become Participants multiplied by
1.25. If the Actual Contribution Percentage for the Highly
Compensated Employees does not meet the foregoing test, the
Actual Contribution Percentage for Highly Compensated Employees
may not exceed the Actual Contribution Percentage of all other
Employees who are Participants or eligible to become Participants
by more than two percentage points, and the Actual Contribution
Percentage for Highly Compensated Employees may not be more than
2.0 times the Actual Contribution Percentage for all other
Employees (or such lesser amount as the Plan Administrator shall
determine to satisfy the provisions of Section 8.03). The Plan
Administrator may implement rules limiting the After-Tax
Contributions which may be made by some or all Highly Compensated
Employees so that this limitation is satisfied. If the Plan
Administrator determines that the limitation under this Section
8.02 has been exceeded in any Plan Year, the following provisions
shall apply:
(a) The amount of After-Tax Contributions and Company
Contributions made by or on behalf of some or all Highly
Compensated Employees in the Plan Year shall be reduced until the
provisions of this Section are satisfied as follows. The actual
contribution ratio of the Highly Compensated Employee with the
highest actual contribution ratio shall be reduced to the extent
necessary to meet the test or to cause such ratio to equal the
actual contribution ratio of the Highly-Compensated Employee with
the next highest actual contribution ratio. This process will be
repeated until the actual contribution percentage test is passed.
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Each ratio shall be rounded to the nearest one one-hundredth of
one percent of a Participant's Statutory Compensation.
(b) Any After-Tax Contributions and Company Contributions
subject to reduction under this Section, together with Earnings
thereon ("excess aggregate contributions"), shall be reduced and
allocated in the following order:
(i) Nonparticipating After-Tax Contributions, to the
extent of the excess aggregate contributions, together with
Earnings, shall be paid to the Participant; and then, if
necessary,
(ii) so much of the Participating After-Tax
Contributions and corresponding Company Contributions, together
with Earnings, as shall be necessary to meet the test shall be
reduced, with the After-Tax Contributions, together with
Earnings, being paid to the Participant and the Company
Contributions, together with Earnings, being reduced, with vested
Company Contributions being paid to the Participant, and Company
Contributions which are forfeitable under the Plan being
forfeited and applied to reduce Company contributions; then if
necessary,
(iii) so much of the Company Contributions, together
with Earnings, as shall be necessary to equal the balance of the
excess aggregate contributions shall be reduced, with vested
Company Contributions being paid to the Participant and Company
Contributions which are forfeitable under the Plan being
forfeited and applied to reduce Company contributions.
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(c) Any repayment or forfeiture of excess aggregate
contributions shall be made before the close of the Plan Year
following the Plan Year for which the excess aggregate
contributions were made and, to the extent practicable, any
repayments or forfeiture shall be made within 2 1/2 months of the
close of the Plan Year in which the excess aggregate
contributions were made.
8.03 Aggregate Contribution Limitation. Notwithstanding
the provisions of Sections 8.01 and 8.02, in no event shall the
sum of the Actual Deferral Percentage of the group of eligible
Highly Compensated Employees and the Actual Contribution
Percentage of such group, after applying the provisions of
Sections 8.01 and 8.02, exceed the "aggregate limit" as provided
in Section 401(m)(9) of the Code and the regulations issued
thereunder. In the event the aggregate limit is exceeded for any
Plan Year, the Actual Contribution Percentages of the Highly
Compensated Employees shall be reduced to the extent necessary to
satisfy the aggregate limit in accordance with the procedure set
forth in Section 8.02.
8.04 Additional Discrimination Testing Provisions.
(a) If any Highly Compensated Employee is either (i) a five
percent owner or (ii) one of the 10 highest paid Highly
Compensated Employees, then any Statutory Compensation paid to or
any contribution made by or on behalf of any member of his
"family" shall be deemed paid to or made by or on behalf of such
Highly Compensated Employee for purposes of Sections 8.01, 8.02
and 8.03, to the extent required under regulations prescribed by
the Secretary of the Treasury or his delegate under Sections
401(k) and 401(m) of the Code. The contributions required to be
aggregated under the preceding sentence shall be disregarded in
determining the Actual Deferral Percentage and Actual
Contribution Percentage for the group of non-highly compensated
employees for purposes of Sections 8.01, 8.02 and 8.03. Any
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return of excess contributions or excess aggregate contributions
required under Sections 8.01, 8.02 and 8.03 with respect to the
family group shall be made by allocating the excess contributions
or excess aggregate contributions among the family members in
proportion to the contributions made by or on behalf of each
family member that is combined. For purposes of this paragraph,
the term "family" means, with respect to any employee, such
employee's spouse, any lineal ascendants or descendants and
spouses of such lineal ascendants or descendants.
(b) If any Highly Compensated Employee is a member of
another qualified plan of the Company or an Affiliated Employer,
other than an employee stock ownership plan described in Section
4975(e)(7) of the Code or any other qualified plan which must be
mandatorily disaggregated under Section 410(b) of the Code, under
which deferred cash contributions or matching contributions are
made on behalf of the Highly Compensated Employee or under which
the Highly Compensated Employee makes after-tax contributions,
the Plan Administrator shall implement rules, which shall be
uniformly applicable to all employees similarly situated, to take
into account all such contributions for the Highly Compensated
Employee under all such plans in applying the limitations of
Section 8.01, 8.02 and 8.03. If any other such qualified plan
has a plan year other than the Plan Year defined in Section 1.42,
the contributions to be taken into account in applying the
limitations of Sections 8.01, 8.02 and 8.03 will be those made in
the plan years ending with or within the same calendar year.
(c) In the event that this Plan is aggregated with one or
more other plans to satisfy the requirements of Sections
401(a)(4) and 410(b) of the Code (other than for purposes of the
average benefit percentage test) or if one or more other plans is
aggregated with this Plan to satisfy the requirements of such
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sections of the Code, then the provisions of Sections 8.01, 8.02
and 8.03 shall be applied by determining the Actual Deferral
Percentage and Actual Contribution Percentage of employees as if
all such plans were a single plan. If this Plan is permissively
aggregated with any other plan or plans for purposes of
satisfying the provisions of Section 401(k)(3) of the Code , the
aggregated plans must also satisfy the provisions of Section
401(a)(4) and 410(b) of the Code as though they were a single
plan. For Plan Years beginning after December 31, 1989, plans
may be aggregated under this paragraph (c) only if they have the
same plan year.
(d) The Company may elect to use Pre-Tax Contributions to
satisfy the tests described in Sections 8.02 and 8.03, provided
that the test described in Section 8.01 is met prior to such
election, and continues to be met following the Company's
election to shift the application of those Pre-Tax Contributions
from Section 8.01 to Section 8.02.
(e) The Company may authorize that special "qualified
nonelective contributions" shall be made for a Plan Year, which
shall be allocated in such amounts and to such Participants, who
are not Highly Compensated Employees, as the Named Fiduciaries
shall determine. The Plan Administrator, shall establish such
separate accounts as may be necessary. Qualified nonelective
contributions shall be 100% nonforfeitable when made. Any
qualified nonelective contributions made on or after January 1,
1994 and any earnings credited on any qualified nonelective
contributions after such date shall only be available for
withdrawal under the provisions of Section 7.04(d). Qualified
nonelective contributions made for the Plan Year may be used to
satisfy the tests described in Sections 8.01, 8.02 and 8.03,
where necessary.
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(f) Notwithstanding any provision of the Plan to the
contrary, employees included in a unit of employees covered by a
collective bargaining agreement shall be disregarded in applying
the provisions of Sections 8.01, 8.02 and 8.03 except that the
provisions of Section 8.01 above shall be applicable to that
group of employees on and after January 1, 1993 on the basis that
those employees are included in a separate cash-or-deferred
arrangement.
8.05 Maximum Annual Additions.
(a) The annual addition to a Participant's Account for any
Plan Year, which shall be considered the "limitation year" for
purposes of Section 415 of the Code, when added to the
Participant's annual addition for that Plan Year under any other
qualified Defined Contribution Plan of the Company or an
Affiliated Employer, shall not exceed an amount which is equal to
the lesser of (i) 25% of his aggregate remuneration for the Plan
Year or (ii) the greater of $30,000 or one-quarter of the dollar
limitation in effect under Section 415(b)(1)(A) of the Code.
(b) For purposes of this Section, the "annual addition" to
a Participant's Account under this Plan or any other qualified
Defined Contribution Plan maintained by the Company or an
Affiliated Employer shall be the sum of:
(i) the total contributions, including Pre-Tax
Contributions, made on the Participant's behalf by the Company
and all Affiliated Employers,
(ii) all Participant contributions, exclusive of any
Rollover Contributions, and
(iii) forfeitures, if applicable,
that have been allocated to the Participant's Account under this
Plan or his accounts under any other such qualified Defined
Contribution Plan. For purposes of this paragraph (b), any Pre-
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Tax Contributions distributed under Section 8.01 and any Company
Contributions or After-Tax Contributions distributed or forfeited
under the provisions of Section 3.01, 8.01, 8.02 or 8.03 shall be
included in the annual addition for the year allocated.
(c) For purposes of this Section, the term "remuneration"
with respect to any Participant shall mean the wages, salaries
and other amounts paid in respect of the Participant by the
Company or an Affiliated Employer for personal services actually
rendered, determined after any reduction of Compensation pursuant
to Section 3.01 or pursuant to a cafeteria plan as described in
Section 125 of the Code, including (but not limited to) bonuses,
overtime payments and commissions, but excluding deferred
compensation, stock options and other distributions which receive
special tax benefits under the Code.
(d) If the annual addition to a Participant's Account for
any Plan Year, prior to the application of the limitation set
forth in paragraph (a) above, exceeds that limitation due to a
reasonable error in estimating a Participant's annual
compensation or in determining the amount of Pre-Tax
Contributions that may be made with respect to a Participant
under Section 415 of the Code, or as the result of the allocation
of forfeitures, the amount of contributions credited to the
Participant's Account in that Plan Year shall be adjusted to the
extent necessary to satisfy that limitation in accordance with
the following order of priority:
(i) The Participant's Nonparticipating After-Tax
Contributions under Section 3.02 shall be reduced to the extent
necessary. The amount of the reduction shall be returned to the
Participant, together with any earnings on the contributions to
be returned.
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(ii) The Participant's Nonparticipating Pre-Tax
Contributions under Section 3.01 shall be reduced to the extent
necessary. The amount of the reduction shall be returned to the
Participant, together with any earnings on the contributions to
be returned.
(iii) The Participant's Participating After-Tax
Contributions and corresponding Company Contributions shall be
reduced to the extent necessary. The amount of the reduction
attributable to the Participant's Participating After-Tax
Contributions shall be returned to the Participant, together with
any earnings on those contributions to be returned, and the
amount attributable to the Company Contributions shall be
forfeited and used to reduce subsequent contributions payable by
the Company.
(iv) The Participant's Participating Pre-Tax
Contributions and corresponding Company Contributions shall be
reduced to the extent necessary. The amount of the reduction
attributable to the Participant's Participating Pre-Tax
Contributions shall be returned to the Participant, together with
any earnings on those contributions to be returned, and the
amount attributable to the Company Contributions shall be
forfeited and used to reduce subsequent contributions payable by
the Company.
Any Pre-Tax Contributions returned to a Participant under this
paragraph (d) shall be disregarded in applying the dollar
limitation of Pre-Tax Contributions under Section 3.01(b), and in
performing the Actual Deferral Percentage Test under Section
8.01. Any After-Tax Contributions returned under this paragraph
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(d) shall be disregarded in performing the Actual Contribution
Percentage Test under Section 8.02.
8.06 Defined Benefit Plan Limitation. If a Participant is
or ever was a participant in a Defined Benefit Plan then prior to
restricting any Annual Addition under this Plan the rate of
benefit accruals under such Defined Benefit Plan shall first be
reduced so as to cause the sum, for any limitation year, of the
Participant's Defined Benefit Plan Fraction and the Participant's
Defined Contribution Plan Fraction not to exceed 1.0.
ARTICLE 9
Loans
9.01 Loans Permitted. On and after January 1, 1986, a
Participant who is not on a leave of absence and remains on the
active payroll may, with the approval of the Plan Administrator
under such uniform rules as the Plan Administrator may adopt,
borrow from his Account upon terms and conditions set forth in
this Article 9. Any loans made prior to October 19, 1989 shall
be subject to this Article 9 and the rules in effect thereunder
at the time such loans were made. Any loans made, renewed,
renegotiated, modified or extended on or after October 19, 1989
shall be subject to this Article 9 as amended effective as of
such date. Effective as of October 19, 1989 the Plan
Administrator is authorized to administer the loan program under
this Article 9. Any Participant who is an Employee, and any
Participant who is a former Employee and a "party-in-interest"
(as defined in Section 3(14) of ERISA) to the Plan, may borrow
from his Account, upon application made in such manner and on
such conditions as the Plan Administrator may prescribe and under
such uniform and non-discriminatory rules as the Plan
Administrator may adopt.
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9.02 Amount of Loans. The minimum amount of any loan
pursuant to this Article 9 shall be $1,000. The amount of any
such loan to a Participant, together with the outstanding balance
of all other such loans to the same Participant, shall not exceed
the lesser of (a) or (b) where (a) is $50,000 reduced by the
excess (if any) of (i) the highest outstanding balance of loans
to the Participant from the Plan during the one year period
ending on the day before the date on which such loan is made,
over (ii) the outstanding balance of loans to the Participant
from the Plan on the date on which such loan is made, and (b) is
one-half of the Vested Portion of the Participant's Account
balance. Outstanding balance of loans means the outstanding
amount of all loans from the Plan and any other plans of the
Company.
9.03 Source of Loans. Funds for loans from a Participant's
Account shall be taken from the Participant's Subaccounts in the
following order:
(i) Nonparticipating Pre-Tax Contributions and
earnings thereon;
(ii) Participating Pre-Tax Contributions and earnings
thereon;
(iii) Rollover Contributions and earnings thereon;
(iv) Vested Company Contributions (except the Company
Stock Fund) that have been in the Account for two full calendar
years after the contribution year and earnings thereon;
(v) Vested Company Contributions (except the Company
Stock Fund) that have been in the Account for less than two full
calendar years after the contribution year and earnings thereon;
(vi) Nonparticipating After-Tax Contributions and
earnings thereon; and
(vii) Participating After-Tax Contributions and
earnings thereon.
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Effective at such time as the Plan Administrator shall determine
practicable, vested Company Contributions in the Company Stock
Fund may be used as a source of funds for loans. No loan shall
be made from a Subaccount or a part of a Subaccount until
exhaustion of the entire balance in the Subaccount or part of the
Subaccount preceding it on the above list. Within each
Subaccount or part thereof, funds for loans will be taken on a
last-in-first-out basis and pro-rata from each investment fund
within the Subaccount or part of the Subaccount and such pro-rata
portion of each investment fund will be converted to cash for the
loan based upon the market value of the investment on the date of
conversion.
9.04 Interest Rate. The interest rate to be charged on
loans pursuant to this Article 9 shall be a reasonable rate of
interest determined from time to time by the Plan Administrator.
In determining such rate the Plan Administrator shall seek to
provide to the Plan a rate of return commensurate with the
interest rates charged by persons in the business of lending
money for loans that would be made under similar circumstances on
the date the loan is approved. The interest rate will be fixed
for the entire term of the loan.
9.05 Repayment. The Participant may select a period of
one, two, three, four or five years for repayment of a loan,
except that the Participant may, at his option, select a longer
period of whole years, not exceeding ten, for repayment of a loan
for the purpose of purchasing his principal residence. Repayment
shall be made by level monthly payments in such amount as shall
be sufficient to pay the principal and interest thereon over the
period for repayment. Repayment shall be made by payroll
deductions, except that in the case of a Participant who is not
on the active payroll, repayment shall be made by check or other
similar means as the Plan Administrator shall determine.
Prepayment of a loan in full may be made without penalty at any
time. Partial prepayment of a loan may be made at any time
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without penalty by a cash payment of not less than $1000.00 or by
additional repayments of principal made by payroll deduction.
The amount of each monthly payment shall be restored to the
Participant's Subaccounts in the same proportion as the loan was
taken from such Subaccounts. However, the amount of each such
monthly payment shall be placed into investment funds, except the
Company Stock Fund, in accordance with the most recent investment
election made by the Participant with respect to the
Participant's Contributions.
9.06 Multiple Loans. No more than one loan may be granted
to a Participant in a calendar year unless all earlier loans made
in the same calendar year to the Participant shall have been
repaid in full.
9.07 Pledge. The Vested Portion of the Participant's
Account balance shall be pledged as security for all loans to the
Participant pursuant to this Article 9. The amount pledged shall
not be greater than fifty percent of the Participant's Vested
Portion. If a default shall occur in the repayment of a loan,
the entire unpaid principal balance plus accrued interest if any:
(i) shall be charged, when the Participant becomes eligible to
receive a distribution, against that portion of the Participant's
Vested Portion which serves as security for the loan; (ii) shall
be deducted, if a distribution is to made, from the amount
payable to the Participant or the Participant's Beneficiary; or
(iii) if neither (i) nor (ii) applies, shall continue to encumber
that portion of the Participant's Vested Plan Account balance
Portion that serves as security for the loan.
9.08 Loan Reserve. The amount of each loan to a
Participant shall be transferred from the portion of the Trust
Fund held for the Participant's Account and invested pursuant to
Section 5.02 to a special Loan Reserve maintained for such
Participant's Account. Such Loan Reserve shall be invested
solely in the loan or loans made to the Participant. Payments on
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any such loan will reduce the Participant's Loan Reserve and
shall be reinvested for the Participant's Account in accordance
with Section 9.05.
9.09 Minimum Account Balance. So long as any amount of a
loan shall remain outstanding to a Participant, the Participant
may not make any withdrawal from his Account
that would reduce the value of his Vested Portion to less than
his Loan Reserve.
9.10 Consent. No loan shall be made pursuant to this
Article 9 without the prior consent of the Participant and the
Participant's spouse, if any, at the time of application
for the loan. Such consent shall be required for (1) the making
of the loan from the Participant's Account and (2) the deduction
of the full outstanding loan balance,
including interest and principal, from the Participant's Account
in the event of default, as provided in this Article 9. Such
consent may not be revoked by the Participant or
the Participant's spouse after the loan proceeds are paid to the
Participant. Such consent shall be in writing on a form
furnished by the Company and shall be witnessed by a Notary
Public. Any renegotiation, extension, renewal or other revision
of a loan shall also require prior consent by the Participant and
the Participant's spouse, if any, in the manner described above.
Spousal consent shall not be required for loans made after March
1, 1994.
9.11 Other Terms. Each loan made pursuant to this Article
9 shall be evidenced by a promissory note payable to the Trustee.
Such loans shall be upon such additional terms
and conditions as the Plan Administrator shall determine, applied
in a uniform and non-discriminatory manner. The terms and
conditions of any loan may be adjusted at any time, to the extent
determined by the Plan Administrator to be necessary for
compliance with law or to maintain the qualification of the Plan
under the Code.
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ARTICLE 10
Administration of the Plan
10.01 Named Fiduciaries and Plan Administrator. The
following persons from time to time occupying the following
offices of the Company are hereby designated as Named
Fiduciaries: Chief Executive Officer, Chief Financial Officer,
and Chief Accounting Officer. The Company may designate other
persons who, upon acceptance of such designation, shall serve as
Named Fiduciaries either instead of or in addition to those named
above. Any such designation and acceptance shall be in writing
and retained by the Plan Administrator. The Named Fiduciaries
shall act by majority rule. The Named Fiduciaries shall appoint
from among the officers of the Company a Plan Administrator who
shall serve at the discretion of the Named Fiduciaries. The Plan
Administrator shall serve without compensation for his services
as such and shall act solely in the interest of the Participants
and their Beneficiaries.
10.02 Authority of Plan Administrator. The Plan
Administrator shall have discretionary authority to control and
manage the operation and administration of the Plan; and, without
limiting the generality of the foregoing, may interpret the Plan,
determine eligibility for benefits under the Plan, determine any
facts or resolve any questions relevant to the administration of
the Plan and, in connection therewith, may remedy and correct any
ambiguities, inconsistencies, or omissions in the Plan. Any such
action taken by the Plan Administrator shall be conclusive and
binding on all Participants, Beneficiaries and other persons.
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10.03 Reliance on Reports. The Named Fiduciaries and the
Plan Administrator shall be entitled to rely upon any opinions,
reports, or other advice which shall be furnished by specialists,
subject to fiduciary responsibilities imposed by ERISA.
10.04 Delegation of Authority. With approval of the Named
Fiduciaries, the Plan Administrator may designate one or more
persons to exercise any power, or perform any duty, of the Plan
Administrator. Any such designation shall be in writing and
signed by the Plan Administrator and the Named Fiduciaries and a
copy thereof shall be delivered to the Trustee.
10.05 Administration Expenses. All expenses arising in
connection with the administration of the Plan shall be paid by
the Company, except expenses arising from administration of
TRASOP within the Trust shall be paid in accordance with the
following paragraph.
The expenses of administration of the TRASOP within the
Trust shall include, without limitation, transfer taxes, postage,
brokerage commissions and other direct selling expenses incurred
by the Trustee in the sale of Shares pursuant to Section 13.04,
losses incurred by the Trustee in transactions pursuant to
Section 5.07 only to the extent applicable to funds which are to
be invested pursuant to Section 13.02, and fees of the Trustee in
connection with the administration of TRASOP within this Trust,
including fees for legal services rendered to the Trustee
(whether or not rendered in connection with a judicial or
administrative proceeding and whether or not incurred while it is
acting as Trustee), but shall exclude brokerage fees and
commissions for purchases of Shares pursuant to Section 13.02,
which brokerage fees and commissions shall be paid out of the
dividends being reinvested thereby. Such expenses of
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administration of TRASOP within the Trust shall, to the extent
permitted by law, be paid:
first, out of any available income of TRASOP;
second, out of any available dividends received by the
Trustee on Shares allocated to Participants pursuant to Section
13.02, which dividends have not then been applied to the purchase
of additional Shares pursuant to Section 13.02; and
third, by the Company.
Provided, however, that in no event shall the amounts paid by the
Trustee during such Plan Year pursuant to clauses "first" and
"second" above, exceed the smaller of:
(a) the sum of 10 percent of the first $100,000 and 5
percent of any amount in excess of $100,000 of the income from
dividends paid to the Trustee with respect to common stock of the
Company during such Plan Year; or
(b) $100,000.
10.06 Fiduciary Insurance. The Company may purchase and
carry fiduciary responsibility insurance under which each member
of the Board, each Named Fiduciary, the Plan Administrator, or
any person to whom there may be delegated any responsibility in
connection with the administration of the Plan, including the
Trustee, will be indemnified against any cost or expense
(including counsel's fees) or liability which may be incurred
arising out of any act or failure to act in the administration of
this Plan, except for gross negligence or willful misconduct.
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10.07 Claim Review.
(a) Any denial by the Plan Administrator of a claim for
benefits under the Plan by a Participant or Beneficiary shall be
stated in writing by the Plan Administrator and delivered or
mailed to the Participant or Beneficiary within 90 days following
the date on which the claim is filed; and such notice shall set
forth the specific reasons for the denial, written in a plain and
understandable manner, specific reference to pertinent Plan
provisions on which the denial is based, a description of any
additional material or information necessary for the claimant to
perfect the claim and an explanation of why such material or
information is necessary and an explanation of the Plan's claim
review procedure. If special circumstances require an extension
of time for processing the claim, written notice of an extension
shall be furnished to the claimant prior to the end of the
initial period of 90 days following the date on which the claim
was filed. Such an extension may not exceed a period of 90 days
beyond the end of the initial period. If the claim has not been
granted, and if written notice of the denial of the claim is not
furnished within 90 days following the date on which the claim is
filed, the claim shall be deemed denied for the purpose of
proceeding to the claim review procedure.
(b) Claim Review Procedure. A Participant, Beneficiary, or
the authorized representative of either shall have 60 days after
receipt of written notification of denial of a claim to request a
review of the denial by making written request to the Plan
Administrator. Within 30 days following receipt of such requests
for review, the Plan Administrator shall review his prior
decision denying the claim. The Plan Administrator shall give
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the Participant, Beneficiary, or the authorized representative of
either an opportunity to appear to review pertinent documents, to
submit issues and comments in writing, and to present evidence
supporting the claim.
Not later than 60 days after receipt of the request for
review, the Plan Administrator shall render and furnish to the
claimant a written decision which shall include specific reasons
for the decision, and shall make specific references to pertinent
Plan provisions on which it is based. If special circumstances
require an extension of time for processing, the decision shall
be rendered as soon as possible, but not later than 120 days
after receipt of the request for review, provided that written
notice and explanation of the delay are given to the claimant
prior to commencement of the extension. Such decision by the
Plan Administrator shall not be subject to further review. If a
decision on review is not furnished to a claimant within the
specified time period, the claim shall be deemed to have been
denied on review.
(c) 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 he or she has first
exhausted the procedures set forth in this section.
10.08 Appointment of Trustee. The Trustee and any
successor thereto shall be appointed by the Board.
10.09 Limitation of Liability. The Company, the Board, the
Named Fiduciaries, the Plan Administrator, and any officer,
employee or agent of the Company shall not incur any liability
individually or on behalf of any other individuals or on behalf
of the Company for any act or failure to act, made in good faith
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in relation to the Plan or the funds of the Plan. However, this
limitation shall not act to relieve any such individual or the
Company from a responsibility or liability for any fiduciary
responsibility, obligation or duty under Part 4, Title I, of
ERISA.
ARTICLE 11
Miscellaneous
11.01 Exclusive Benefit; Amendments. It shall be
impossible for any part of the corpus or income of the Trust Fund
to be used for or diverted to purposes other than for the
exclusive benefit of Participants, Beneficiaries and other
persons entitled to benefits under the Plan and for paying the
expenses of the Plan not paid by the Company, or to deprive any
of them of his vested interest in the Trust Fund. No person
shall have any interest in, or right to, any part of the Trust
Fund except as and to the extent expressly provided in the Plan.
Subject to the foregoing, the Plan may be amended, in whole or in
part, at any time and from time to time by the Board or pursuant
to authority granted by the Board and any amendment may be given
such retroactive effect as the Board or its duly authorized
delegate may determine.
11.02 Termination; Sale of Assets of Subsidiary.
(a) The Plan may be terminated or partially terminated or
contributions under the Plan may be permanently discontinued for
any reason at any time by the Board. In the event of termination
or partial termination of the Plan or permanent discontinuance of
contributions under the Plan: (i) no contribution shall be made
thereafter except for a month the last day of which coincides
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with or precedes such termination or discontinuance; (ii) no
distribution shall be made except as provided in the Plan; (iii)
the rights of all Participants to the entire amounts to the
credit of their Accounts as of the date of such termination or
partial termination or discontinuance shall become 100% vested;
(iv) no person shall have any right or interest except with
respect to the Trust Fund; and (v) the Trustee shall continue to
act until the Trust Fund shall have been distributed in
accordance with the Plan.
(b) Upon termination of the Plan, Pre-Tax Contributions,
with earnings thereon, shall only be distributed to Participants
if (i) neither the Company nor an Affiliated Employer establishes
or maintains a successor defined contribution plan, and (ii)
payment is made to the Participants in the form of a lump sum
distribution (as defined in Section 402(d)(4) of the Code,
without regard to clauses (i) through (iv) of subparagraph (A),
subparagraph (B), or subparagraph (F) thereof). For purposes of
this paragraph, a "successor defined contribution plan" is a
defined contribution plan (other than an employee stock ownership
plan as defined in Section 4975(e)(7) of the Code ("ESOP") or a
simplified employee pension as defined in Section 408(k) of the
Code ("SEP)) which exists at the time the Plan is terminated or
within the 12 month period beginning on the date all assets are
distributed. However, in no event shall a defined contribution
plan be deemed a successor plan if fewer than two percent of the
employees who are eligible to participate in the Plan at the time
of its termination are or were eligible to participate under
another defined contribution plan of the Company or an Affiliated
Employer (other than an ESOP or a SEP) at any time during the
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period beginning 12 months before and ending 12 months after the
date of the Plan's termination.
(c) Upon the disposition by the Company of at least 85
percent of the assets (within the meaning of Section 409(d)(2) of
the Code) used by the Company in a trade or business or upon the
disposition by the Company of its interest in a subsidiary
(within the meaning of Section 409(d)(3) of the Code), Pre-Tax
Contributions, with earnings thereon, may be distributed to those
Participants who continue in employment with the employer
acquiring such assets or with the sold subsidiary, provided that
(a) the Company maintains the Plan after the disposition, (b) the
buyer does not adopt the Plan or otherwise become a
participating employer in the Plan and does not accept any
transfer of assets or liabilities from the Plan to a plan it
maintains in a transaction subject to Section 414(l)(1) of the
Code, an (c) payment is made to the Participant in the form of a
lump sum distribution (as defined in Section 402(d)(4) of the
Code, without regard to clauses (i) through (iv) of subparagraph
(A), subparagraph (B), or subparagraph (F) thereof).
11.03 Beneficiaries. Upon the death of a Participant his
entire nonforfeitable accrued benefit under the Plan shall be
payable in a lump sum to his surviving spouse unless there is no
surviving spouse of the Participant or such surviving spouse has
consented, in the manner provided in this Section 11.03, to a
designation of a different Beneficiary and such designation is in
effect at the time of the Participant's death. Each Participant
may designate a Beneficiary or Beneficiaries to receive the
Participant's benefits under the Plan in a lump sum in the event
of death of such Participant prior to distribution of such
benefits, by filing prior to his death, a written designation
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with the Plan on a form furnished by the Plan Administrator or
his delegate, provided that such designation shall be effective
only if (1) such designation is accompanied by the written
consent of the Participant's spouse which acknowledges the effect
on the spouse of the designation and is witnessed by a Notary
Public, or (2) the Participant is not married. Any such
designation made by an unmarried Participant shall become null
and void during any subsequent marriage (unless consented to in
the manner described above by the spouse of that marriage) and
any consent of a spouse shall be effective only with respect to
such spouse. If, at the time of a Participant's death, there is
no surviving spouse of the Participant and no designation of a
Beneficiary by such Participant is in effect, then the
Participant's benefits shall be payable in a lump sum to his
estate or legal representative. A Participant may revoke a
designation made pursuant to this Section 11.03 by signing and
filing with the Plan Administrator a written instrument to that
effect, in such manner and on such conditions as may be
prescribed by the Plan Administrator, or by filing a new
designation pursuant to this Section 11.03. The consent of a
Participant's spouse may not be revoked, but such spouse's
consent shall be required for every designation of a Beneficiary
other than the Participant's spouse and for every change in any
such designation. The requirement for spousal consent may be
waived by the Plan Administrator if he believes there is no
spouse, or the spouse cannot be located, or because of such other
circumstances as may be established by applicable law.
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11.04 Assignment of Benefits.
(a) No Participant or Beneficiary shall have the right to
assign, transfer, alienate, pledge, encumber or subject to lien
any benefits to which he is entitled under the Plan, and benefits
under the Plan shall not be subject to adverse legal process of
any kind, except that nothing in this Section shall preclude
payment of Plan benefits pursuant to a qualified domestic
relations order as defined in Section 414(p) of the Code and
Section 206(d) of ERISA. The Plan Administrator shall establish
a written procedure to determine the qualified status of
domestic relations orders and to administer distributions under
such qualified orders.
(b) Notwithstanding anything herein to the contrary, if the
amount payable to the alternate payee under the qualified
domestic relations order is less that $3,500, such amount shall
be paid in one lump sum as soon as practicable following the
qualification of the order. If the amount exceeds $3,500, it may
be paid as soon as practicable following the qualification of the
order if the alternate payee consents thereto; otherwise it may
not be payable before the earliest of (i) the Participant's
termination of employment, (ii) the time such amount could be
withdrawn under Article 7 or (iii) the Participant's attainment
of age 50.
11.05 Merger. The Plan may not be merged or consolidated
with, or its assets or liabilities may not be transferred to any
other plan unless each person entitled to benefits under the Plan
would, if the resulting plan were then terminated, receive
immediately after the merger or consolidation, or transfer of
assets or liabilities, a benefit which is equal to or greater
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than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer if the
Plan had then terminated.
11.06 Conditions of Employment Not Affected by Plan. The
establishment and maintenance of the Plan shall not confer any
legal rights upon any Employee or other person for a continuation
of employment, nor shall it interfere with the rights of the
Company to discharge any Employee and to treat him without regard
to the effect which that treatment might have upon him as a
Participant or potential Participant of the Plan.
11.07 Facility of Payment. If the Plan Administrator shall
find that a Participant or other person entitled to a benefit is
unable to care for his affairs because of illness or accident or
is a minor, the Plan Administrator may direct that any benefit
due him, unless claim shall have been made for the benefit by a
duly appointed legal representative, be paid to his spouse, a
child, a parent or other blood relative, or to a person with whom
he resides. Any payment so made shall be a complete discharge of
the liabilities of the Plan for that benefit.
11.08 Information. Each Participant, Beneficiary or other
person entitled to a benefit, before any benefit shall be payable
to him or on his account under the Plan, shall file with the Plan
Administrator the information that the Plan Administrator shall
require to establish his rights and benefits under the Plan.
11.09 Additional Participating Employers.
(a) If any company is or becomes a subsidiary of or
associated with the Company, the Board may include the employees
of that subsidiary or associated company in the participation of
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the Plan upon appropriate action by that company necessary to
adopt the Plan. In that event, or if any persons become
Employees of the Company as the result of merger or consolidation
or as the result of acquisition of all or part of the assets or
business of another company, the Board shall determine to what
extent, if any, previous service with the subsidiary, associated
or other company shall be recognized under the Plan, but subject
to the continued qualification of the trust for the Plan as tax-
exempt under the Code.
(b) Any subsidiary or associated company may terminate its
participation in the Plan upon appropriate action by it. In that
event the funds of the Plan held on account of Participants in
the employ of that company, and any unpaid balances of the
Account of all Participants who have separated from the employ of
that company, shall be determined by the Plan Administrator.
Those funds shall be distributed as provided in Section 11.02 if
the Plan should be terminated, or shall be segregated by the
Trustee as a separate trust, pursuant to certification to the
Trustee by the Plan Administrator, continuing the Plan as a
separate plan for the employees of that company under which the
board of directors of that company shall succeed to all the
powers and duties of the Board, including the appointment of the
Named Fiduciaries and Plan Administrator.
11.10 IRS Determination. All contributions made to the
Trust Fund after December 31, 1984, and all loans made pursuant
to Article 9, which are made prior to the receipt by the Company
of a determination from the Internal Revenue Service to the
effect that the Plan, as amended, is a qualified plan under
Sections 401(a) and 401(k) of the Code or the refusal of the IRS
in writing to issue such a determination, shall be made on the
express condition that such determination is received. In the
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event the Internal Revenue Service determines that the Plan is
not so qualified or refuses in writing to make such
determination, such contributions, increased by any earnings
thereon, and reduced by any losses thereon and by the outstanding
balance (principal and interest) on any loans made under Article
9, shall be returned to the Company and Participants, as
appropriate, as promptly as practicable after such determination.
In the event the Internal Revenue Service requires reductions in
such contributions and/or changes in the terms and conditions of
such loans as a condition of its determination that the Plan is
so qualified, the required reductions in contributions, increased
by any earnings and reduced by any losses attributable thereto,
shall be returned to the Company and Participants, as
appropriate, and/or the amounts and terms and conditions of any
such outstanding loans shall be modified to meet Internal Revenue
Service requirements, as promptly as practicable after
notification from the Internal Revenue Service. If all or part
of the Company's deductions under Section 404 of the Code for
Company Contributions to the Plan are disallowed by the Internal
Revenue Service, the portion of the Company Contributions to
which the disallowance applies shall be returned to the Company
without earnings thereon, but reduced by any losses attributable
thereto. The return shall be made within one year after the
denial of qualification or disallowance of deduction, as the case
may be.
11.11 Mistaken Contributions. Any contribution made by
mistake of fact shall be returnable, without any earnings thereon
but reduced by any losses attributable thereto, to the Company
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and/or Participants, as appropriate within one year after the
payment of the contribution.
11.12 Prevention of Escheat. If the Plan Administrator
cannot ascertain the whereabouts of any person to whom a payment
is due under the Plan, the Plan Administrator may, no earlier
than three years from the date such payment is due, mail a notice
of such due and owing payment to the last known address of such
person, as shown on the records of the Plan or Company. If such
person has not made written claim therefor within three months of
the date of the mailing, the Plan Administrator may, if he so
elects and upon receiving advice from counsel to the Plan, direct
that such payment and all remaining payments otherwise due such
person be canceled on the records of the Plan and the amount
thereof applied to reduce the contributions of the Company. Upon
such cancellation, the Plan and the Trust shall have no further
liability therefor except that, in the event such person or his
beneficiary later notifies the Plan Administrator of his
whereabouts and requests the payment or payments due to him under
the Plan, the amount so applied shall be paid to him in
accordance with the provisions of the Plan.
11.13 Limitations Imposed on Insider Participants.
Notwithstanding any other provision of the Plan to the contrary,
an Insider Participant's right to direct investments under the
Plan, and his right to withdrawals and loans under Articles 7 and
9 shall be subject to such limitations and restrictions as may be
imposed by the Plan Administrator from time to time to comply
with the conditions for the employee benefit plan exemptions to
the short-swing trading liability rules of Section 16(b) of the
Securities Exchange Act of 1934.
85 10/18/95
<PAGE>
<PAGE>
11.14 Construction. The Plan shall be construed, regulated
and administered under ERISA and the laws of the State of New
York, except where ERISA controls.
ARTICLE 12
Top-Heavy Provisions
12.01 Application of Top-Heavy Provisions. For any Plan
Year beginning on or after January 1, 1984 in which the Plan
shall on the last day of such Plan Year ("Determination Date"),
be either (i) a Top-Heavy Plan or (ii) a part of a "required
aggregation group" (as defined in Section 12.03) that is a
Top-Heavy Group and not also a part of a "permissive aggregation
group" (as defined in Section 12.03) that is not a Top-Heavy
Group, the provisions of Article 12 shall apply, notwithstanding
any other conflicting provisions of the Plan.
12.02 Minimum Benefit for Top-Heavy Year. For any Plan
Year for which this Section 12 is applicable, each Participant,
who is employed by the Company on the last day of such year and
who is not a Key Employee, shall accrue the Minimum Benefit for
Top-Heavy year provided under paragraph 22 of the Consolidated
Edison Retirement Plan for Management Employees. For purposes of
this Article 12, "Key Employee" means an employee who is in the
category of employees determined in accordance with the
provisions of Sections 416(i)(l) and (5) of the Code and any
regulations thereunder, and where applicable, on the basis of the
Employee's Statutory Compensation from the Company or an
Affiliated Employer.
86 10/18/95
<PAGE>
<PAGE>
12.03 Aggregation Groups.
(a) Notwithstanding anything to the contrary herein, this
Plan shall not be a Top-Heavy Plan if it is part of either a
"required aggregation group" or a "permissive aggregation group"
that is not a Top-Heavy Group.
(b) The "required aggregation group" consists of:
(i) each Defined Contribution Plan or Defined Benefit
Plan in which at least one Key Employee participates; and
(ii) each other Defined Contribution Plan or Defined
Benefit Plan which enables a plan referred to in the preceding
subparagraph (i) to meet the nondiscrimination requirements of
Section 401(a)(4) or 410 of the Code.
(c) A "permissive aggregation group" consists of the plans
included in the "required aggregation group" plus any one or more
other Defined Contribution Plans or Defined Benefit Plans which,
when considered as a group with the "required aggregation group",
would continue to meet the nondiscrimination requirements of
Section 401(a)(4) and 410 of the Code.
12.04 Special Benefit Limits. For any Plan Year for which
this Article 12 is applicable the definitions of "Defined Benefit
Plan Fraction" and "Defined Contribution Plan Fraction" in
Sections 1.22 and 1.24, respectively, shall be modified in each
case by substituting "1.0" for "1.25".
87 10/18/95
<PAGE>
<PAGE>
12.05 Special Distribution Rule. For any Plan Year for
which this Article 12 is applicable, Section 7.08(a) shall apply
to Key Employees.
ARTICLE 13
Tax Reduction Act Stock Ownership Plan
13.01 Purpose; Separate Entity.
(a) TRASOP, which is a stock bonus plan established under
the Act, is intended to give eligible participants an equity
interest in the Company and to encourage them to remain in the
employ of the Company. TRASOP is designed to invest primarily in
Shares. Applicable laws do not permit additional contributions
to TRASOP by the Company or by Employees, but the Company desires
to continue the TRASOP Accounts of Participants having such
accounts. Accordingly, effective as of July 1, 1988, all TRASOP
Accounts were transferred to this Plan, and all TRASOP
provisions which continue to be applicable were added to this
Plan and shall, together with other applicable provisions of this
Plan, govern TRASOP Accounts.
(b) Accounts and TRASOP Accounts shall be administered
separately, although they shall be held as part of the same Trust
Fund. There shall be no transfers between TRASOP Accounts and
Accounts and Sub-Accounts.
(c) All matters relating to TRASOP which relate to or arise
out of facts, circumstances or conditions in effect prior to July
1, 1988, shall be governed by the provisions of TRASOP as in
effect on June 30, 1988 prior to the merger, unless expressly
otherwise provided in this Plan.
88 10/18/95
<PAGE>
<PAGE>
13.02 TRASOP Accounts; Application of Dividends.
(a) The TRASOP Account of each Participant in TRASOP who
remained in the employ of the Company on July 1, 1988 was
transferred to this Plan effective as of July 1, 1988. Each such
Participant shall continue to have a nonforfeitable right to all
Shares allocated and all amounts credited to such Participant's
TRASOP Account.
(b) All dividends received by the Trustee with respect to
Shares allocated to the TRASOP Accounts of Participants shall be
applied to the purchase of additional Shares. Such purchases
shall be made promptly after the receipt of each such dividend.
The Trustee shall purchase, in one or more transactions, the
maximum number of whole Shares obtainable at then prevailing
prices, including brokerage commissions and other reasonable
expenses incurred in connection with such purchases. Such
purchases may be made on any securities exchange where Shares are
traded, in the over-the-counter market, or in negotiated
transactions, and may be on such terms as to price, delivery and
otherwise as the Trustee may determine to be in the best interest
of the Participants. The Trustee shall complete such purchases
as soon as practical after receipt of such dividends, having due
regard for any applicable requirements of law affecting the
timing or manner of such purchases. The additional Shares so
purchased shall be allocated among the respective TRASOP Accounts
of the Participants in proportion to the number of Shares in each
TRASOP Account at the record date for the payment of the dividend
so applied. Such allocation shall be made as promptly as
practicable but for purposes of determining the time at which
such additional Shares shall become distributable pursuant to
Section 13.04, the additional Shares so allocated to each
89 10/18/95
<PAGE>
<PAGE>
Participant's TRASOP Account shall be deemed to have been
allocated as of the respective allocation dates of the Shares in
such TRASOP Account at such record date, in proportion to the
number of such Shares previously allocated as of each such
allocation date.
13.03 Voting Rights; Options; Rights; Warrants.
(a) Each Participant shall be entitled to direct the
Trustee as to the manner in which any Shares or fractional Shares
allocated to the Participant's TRASOP Account are to be voted.
(b) In the event that any option, right, or warrant shall
be granted or issued with respect to any Shares allocated to the
Participant's TRASOP Account, each Participant shall be entitled
to direct the Trustee whether to exercise, sell, or deal with
such option, right, or warrant.
(c) The Trustee shall keep confidential the Participant's
voting instructions and instructions as to any option, right or
warrant and any information regarding a Participant's purchases,
holdings and sales of Shares.
13.04 Distribution of Shares.
A. Each Share allocated to a Participant's TRASOP Account
shall be available for distribution to such Participant promptly
after the earlier of (i) the end of the 84th month beginning
after the month in which such Share was allocated to such
Participant's TRASOP Account, and (ii) the death, disability or
termination of employment of such Participant. No Shares may be
distributed from a TRASOP Account before the end of the 84th
90 10/18/95
<PAGE>
<PAGE>
month beginning after the month in which Shares were allocated to
the TRASOP Account, except in the case of termination of
employment, death or disability, and in accordance with this
Section 13.04.
B. Each Share which shall become distributable to a
Participant by reason of clause A.(i) above is herein called,
from the time such Share shall become so distributable, an
"Unrestricted Share". Notwithstanding the provisions of the
aforesaid clause A.(i), Unrestricted Shares shall be distributed
to Participants as follows:
(a) From time to time, a Participant may request, in
such manner and on such conditions as may be prescribed by the
Company, that Unrestricted Shares held in the Participant's
TRASOP Account be distributed to the Participant. If such
Participant is married, the written application shall include
written consent of the Participant's spouse witnessed by a Notary
Public. Spousal consent shall not be required with respect to
withdrawal requests made on or after March 1, 1994. Applications
made in a calendar month shall be effective as of the last day of
such calendar month. Any such request must be for whole Shares
only and must be for at least ten Shares or the number of whole
Unrestricted Shares in the TRASOP Account, whichever is less.
(b) Certificates for Unrestricted Shares requested in
accordance with the preceding paragraph B(a) shall be delivered,
or a cash distribution in respect of such Unrestricted Shares if
elected by the Participant pursuant to Section 13.04D below shall
be made, to the Participant as soon as practicable after the
effective date of the application.
91 10/18/95
<PAGE>
<PAGE>
(c) Any Unrestricted Share which shall become
distributable by reason of any provision of this Plan other than
clause A.(i) above (including, without limitation, provision for
distribution upon the death, disability or termination of
employment of the Participant) shall be distributed in accordance
with such provision.
C. In the case of death of a Participant, distributions in
respect of Shares allocated to the Participant's TRASOP Account
shall be made to the Participant's Beneficiary. In the case of
disability or termination of employment with the Company of a
Participant, distributions in respect of Shares allocated to the
Participant's TRASOP Account shall be made to the Participant.
All distributions under TRASOP will begin, subject to
Section 7.08 and Subsection 13.04.F, not later than the 60th day
after the close of the Plan Year in which the latest of the
following events occurs: (1) the Participant attains age 65, (2)
the 10th anniversary of the year in which the Participant
commenced participation in TRASOP, or (3) the Participant becomes
disabled, dies or terminates service with the Company.
D. All distributions from a Participant's TRASOP Account
shall be made in Shares; provided, however, that a Participant or
Beneficiary shall have the right to elect, on a form furnished by
and submitted to the Company, to receive a distribution, other
than a distribution upon termination of TRASOP, in cash. Except
in the case of a final distribution from a Participant's TRASOP
Account and a distribution of the Participant's entire TRASOP
Account balance after such time as all Shares in a Participant's
TRASOP Account have become Unrestricted Shares, all distributions
92 10/18/95
<PAGE>
<PAGE>
from such TRASOP Account shall be made in respect of whole Shares
only, and any fractional Share which is otherwise distributable
shall be retained in such TRASOP Account until it can be
combined, in whole or in part, with another fractional Share
which shall subsequently become distributable, so as to make up
a whole Share. In the case of a final distribution from a
Participant's TRASOP Account (except a distribution upon
termination of TRASOP) or in the case of a distribution of the
Participant's entire TRASOP Account balance after such time as
all of the Shares in the Participant's TRASOP Account have become
Unrestricted Shares, such distribution shall be made in respect
of the number of whole Shares then remaining in the Participant's
TRASOP Account, together with a cash payment in respect of any
fractional Share based on the closing price of a Share as
reported on the New York Stock Exchange consolidated tape on the
last trading day of the month immediately preceding the month in
which such final distribution is made. The Trustee, in each such
case, shall purchase such fractional Share from the Participant
at a price equal to the cash payment to be made to the
Participant. Whenever the Trustee requires funds for the
purchase of fractional Shares, such funds shall be drawn from the
accumulated income of the Trust, if any, and otherwise shall be
advanced by the Company upon the Trustee's request, subject to
reimbursement from future income of the Trust. All fractional
Shares so purchased by the Trustee shall be allocated to the
TRASOP Accounts of the remaining Participants at such intervals
as shall be determined by the Plan Administrator, but no later
than the end of the next succeeding Plan Year. The Trustee shall
93 10/18/95
<PAGE>
<PAGE>
sell any Shares in respect of which a cash distribution is to be
made. The Trustee may make such sales on any securities exchange
where Shares are traded, in the over-the-counter market, or in
negotiated transactions. Such sales may be on such terms as to
price, delivery and otherwise as the Trustee may determine to be
in the best interests of the Participants. The Trustee shall
complete such sales as soon as practical under the circumstances
having due regard for any applicable requirements of law
affecting the timing or manner of such sales. All brokerage
commissions and other direct selling expenses incurred by the
Trustee in the sale of Shares under this Subsection 13.04D shall
be paid as provided in Section 10.05.
E. Upon any termination of TRASOP pursuant to Section
11.02, the Trust shall continue until all Shares which have been
allocated to Participants' TRASOP Accounts have been distributed
to the Participants, unless the Board directs an earlier
termination of the Trust. Upon the final distribution of Shares,
or at such earlier time as the Board shall have fixed for the
termination of the Trust, the Plan Administrator shall direct the
Trustee to allocate to the Participants any Shares then held by
the Trustee and not yet allocated, and the Trustee shall
distribute to the Participants any whole Shares which have been
allocated to their TRASOP Accounts but which have not been
distributed, shall sell all fractional Shares and distribute the
proceeds to the respective Participants entitled to such
fractional Shares, shall liquidate any remaining assets (other
than Shares) held by the Trust, and shall apply the proceeds of
such liquidation and any remaining funds held by the Trustee, the
disposition of which is not otherwise provided for, to a
distribution to all Participants then receiving a final
distribution of Shares, in proportion to the whole and fractional
Shares to which each is entitled; and the Trust shall thereupon
terminate.
94 10/18/95
<PAGE>
<PAGE>
F. Notwithstanding any other provision of this Plan,
unless a Participant otherwise elects in writing on a form
furnished by the Company:
(a) Distribution of a Participant's TRASOP Account
balance will commence not later than one (1) year after the close
of the Plan Year -
(i) in which the Participant terminates
employment with the Company by reason of Retirement upon or after
attainment of Normal Retirement Age, death, or disability, or
(ii) which is the fifth Plan Year following the
Plan Year in which the Participant terminates employment with the
Company for any other reason, and the Participant is not
reemployed by the Company before such Plan Year.
AND
(b) Distribution of the Participant's TRASOP Account
balance will be in five (5) annual distributions as promptly as
practicable after the end of each Plan Year; provided, however,
that a TRASOP Account balance that equals $3500 or less shall be
distributed in a single distribution as soon as practicable, but
not later than 60 days after the close of the Plan Year in which
the Participant's termination of employment occurs. Each such
annual distribution shall be in respect of the number of Shares,
rounded down to the nearest number of whole Shares, which most
closely approximates the entire balance in the Participant's
TRASOP Account as of December 31 of the previous year divided by
95 10/18/95
<PAGE>
<PAGE>
the number of annual distributions remaining to be made under
this subsection, except that the fifth such distribution shall be
respect of the entire balance in the Participant's TRASOP Account
as of the preceding December 31. Each such annual distribution
shall be taken pro rata from all contribution years in
Participant's TRASOP Account.
G. A Participant whose employment with the Company is
terminated by reason of Retirement, disability or any other
reason (other than death) may elect in such a manner and on such
conditions as may be prescribed by the Company to have his TRASOP
Account balance distributed in one of the following forms:
(i) a single lump sum distribution as soon as
practicable, but not later than 60 days after the end of the
Calendar Year in which the Participant's termination of
employment occurs; or
(ii) a distribution deferred until the last day of a
calendar month not later than the calendar month in which the
Participant attains age 70, as designated by the Participant, in
which event the distribution of the Participant's TRASOP 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 such calendar month.
13.05 Diversification of TRASOP Accounts.
A. Definitions
The following terms shall have the following meanings for
purposes of this Section 13.05:
96 10/18/95
<PAGE>
<PAGE>
(a) "Qualified Participant" shall mean a Participant
who has a TRASOP Account and has attained at least age 55 and
completed at least 10 years of participation in TRASOP.
(b) "Qualified Election Period" shall mean the first
ninety (90) days following the end of Plan Year 1987 and of each
Plan Year thereafter.
(c) "Eligible Shares" shall mean Shares added to a
Participant's TRASOP Account after December 31, 1986.
(d) "Diversifiable Amount" shall, with respect to any
Qualified Election Period, mean twenty-five percent (25%) of the
number of Eligible Shares in the Participant's TRASOP Account as
of the end of the preceding Plan Year. However, if the
Diversifiable Amount for any Qualified Election Period shall have
a value which may be deemed "de minimis" under regulations issued
by the Secretary of the United States Department of the
Treasury, then there shall be no Diversifiable Amount available
for such Qualified Election Period.
B. Eligibility for Diversification
Each Qualified Participant shall, beginning with the
Qualified Election Period in 1988, have the right to elect to
diversify, by means of a distribution of whole Eligible Shares
only, all or some portion of the Diversifiable Amount in his
TRASOP Account during each of the six (6) consecutive Qualified
Election Periods following the 1987 Plan Year or the later Plan
Year in which such Participant first became a Qualified
Participant, provided, however, that, notwithstanding subsection
97 10/18/95
<PAGE>
<PAGE>
13.05.A.(d), the Diversifiable Amount in the sixth Qualified
Election Period for each Qualified Participant shall be fifty
percent (50%) of the number of Eligible Shares in his TRASOP
Account as to the end of the preceding Plan Year. A distribution
pursuant to this Article 13.05 must be a minimum of ten (10)
Shares, or all Whole Shares comprising the Diversifiable Amount
for such Qualified Election Period if less than 10. Each
Qualified Participant who desires to elect diversification under
this Section shall, during the Qualified Election Period,
complete and execute a diversification election and consent form
provided by the Company. Such election may be revoked or
modified or a new election may be made in its stead within the
Qualified Election Period, upon the expiration of which the
diversification election shall be irrevocable.
Diversification Procedure
(i) TRASOP shall, within the 90 day period following
each Qualified Election Period, distribute to each Qualified
Participant who has elected to diversify under this Section, the
number of whole Eligible Shares which most closely approximates,
but does not exceed, the number of Eligible Shares duly elected
to be diversified by each such Qualified Participant. Failure by
a Qualified Participant to provide required consents to
distribution of any Diversifiable Amount, shall relieve TRASOP of
all obligation to make any such distribution.
(ii) To the extent a Qualified Participant has Eligible
Shares which are Unrestricted Shares in his TRASOP Account, such
Unrestricted Shares shall be distributed pursuant to this Section
13.05. Only upon exhaustion of all such Unrestricted Shares may
additional Eligible Shares then be distributed hereunder.
98 10/18/95
<PAGE>
<PAGE>
Amendment No. 6 to
Eugene R. McGrath Employment Agreement
WHEREAS, Eugene R. McGrath (the "Employee") and Consolidated
Edison Company of New York, Inc. (the "Company") entered into an
Employment Agreement effective September 1, l990 (the
"Agreement");
WHEREAS, the parties to the Agreement desire to amend the
Agreement to increase the basic salary payable to the Employee;
and
WHEREAS, paragraph 12 of the Agreement provides that the
Agreement may be amended from time to time by a written
instrument executed by the Company and the Employee;
NOW, THEREFORE, in consideration of the foregoing the
parties hereto agree as follows:
1. The Agreement is amended, effective September 1, l995,
to increase the Employee's basic salary set forth in clause (i)
of paragraph 3(a) of the Agreement from $615,000 per annum to
$675,000 per annum, subject to all the terms and conditions set
forth in the Agreement relating to the basic salary.
2. In all other respects, the Agreement remains in full
force and effect as amended hereby.
IN WITNESS WHEREOF, the Company has caused this Amendment
to be executed by its duly authorized officer and its Corporate
seal to be affixed hereto, and the Employee has hereto set his
hand the day and year set forth below.
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
By: CHARLES F. SOUTAR
Executive Vice President
EUGENE R. MCGRATH
Dated: August 22, 1995
Attest:
Approved by the Board of Trustees
the 22nd day of August, 1995.
ARCHIE M. BANKSTON
Secretary
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
RATIO OF EARNINGS TO FIXED CHARGES
TWELVE MONTHS ENDED
(Thousands of Dollars)
SEPTEMBER 30 SEPTEMBER 30
1995 1994
<S> <C> <C>
Earnings
Net Income $ 728,605 $ 733,685
Federal Income Tax 289,250 378,120
Federal Income Tax Deferred 138,350 54,560
Investment Tax Credits Deferred (9,400) (10,180)
Total Earnings Before
Federal Income Tax 1,146,805 1,156,185
Fixed Charges* 345,063 323,414
Total Earnings Before Federal
Income Tax and Fixed Charges $1,491,868 $1,479,599
*Fixed Charges
Interest on Long-Term Debt $ 286,192 $ 274,461
Amortization of Debt Discount,
Premium and Expenses 11,610 11,409
Interest Component of Rentals 18,948 18,540
Other Interest 28,313 19,004
Total Fixed Charges $ 345,063 $ 323,414
Ratio of Earnings to Fixed Charges 4.32 4.57
</TABLE>
<TABLE> <S> <C>
<PAGE>
<PAGE>
<ARTICLE> UT
<LEGEND> THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM CONSOLIDATED BALANCE SHEET,
INCOME STATEMENT AND STATEMENT
OF CASH FLOWS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS
AND THE NOTES THERETO
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<PERIOD-TYPE> 9-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 10,706,281
<OTHER-PROPERTY-AND-INVEST> 135,465
<TOTAL-CURRENT-ASSETS> 1,469,029
<TOTAL-DEFERRED-CHARGES> 673,975
<OTHER-ASSETS> 1,045,442
<TOTAL-ASSETS> 14,030,192
<COMMON> 587,372
<CAPITAL-SURPLUS-PAID-IN> 838,189
<RETAINED-EARNINGS> 4,112,624
<TOTAL-COMMON-STOCKHOLDERS-EQ> 5,538,185
100,000
539,976
<PAGE>
<PAGE>
<LONG-TERM-DEBT-NET> 4,020,261
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 109,206
0
<CAPITAL-LEASE-OBLIGATIONS> 45,890
<LEASES-CURRENT> 2,553
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,674,121
<TOT-CAPITALIZATION-AND-LIAB> 14,030,192
<GROSS-OPERATING-REVENUE> 5,008,513
<INCOME-TAX-EXPENSE> 337,820
<OTHER-OPERATING-EXPENSES> 3,821,878
<TOTAL-OPERATING-EXPENSES> 4,159,698
<OPERATING-INCOME-LOSS> 848,815
<OTHER-INCOME-NET> 7,300
<INCOME-BEFORE-INTEREST-EXPEN> 856,115
<TOTAL-INTEREST-EXPENSE> 245,389
<NET-INCOME> 610,726
26,676
<EARNINGS-AVAILABLE-FOR-COMM> 584,050
<COMMON-STOCK-DIVIDENDS> 359,437
<TOTAL-INTEREST-ON-BONDS> 297,802
<PAGE>
<PAGE>
<CASH-FLOW-OPERATIONS> 966,196
<EPS-PRIMARY> 2.49
<EPS-DILUTED> 2.49
</TABLE>
<TABLE> <S> <C>
<PAGE>
<PAGE>
<ARTICLE> UT
<LEGEND> THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM CONSOLIDATED BALANCE SHEET,
INCOME STATEMENT AND STATEMENT OF
CASH FLOWS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS
AND THE NOTES THERETO
<RESTATED>
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<PERIOD-TYPE> 9-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 10,393,588
<OTHER-PROPERTY-AND-INVEST> 110,390
<TOTAL-CURRENT-ASSETS> 1,459,118
<TOTAL-DEFERRED-CHARGES> 749,930
<OTHER-ASSETS> 1,113,880
<TOTAL-ASSETS> 13,826,906
<COMMON> 587,238
<CAPITAL-SURPLUS-PAID-IN> 837,592
<RETAINED-EARNINGS> 3,896,475
<TOTAL-COMMON-STOCKHOLDERS-EQ> 5,321,305
100,000
540,387
<PAGE>
<PAGE>
<LONG-TERM-DEBT-NET> 3,932,799
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 135,743
0
<CAPITAL-LEASE-OBLIGATIONS> 48,443
<LEASES-CURRENT> 2,549
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,745,680
<TOT-CAPITALIZATION-AND-LIAB> 13,826,906
<GROSS-OPERATING-REVENUE> 4,911,838
<INCOME-TAX-EXPENSE> 357,100
<OTHER-OPERATING-EXPENSES> 3,713,197
<TOTAL-OPERATING-EXPENSES> 4,070,297
<OPERATING-INCOME-LOSS> 841,541
<OTHER-INCOME-NET> 1,833
<INCOME-BEFORE-INTEREST-EXPEN> 843,374
<TOTAL-INTEREST-EXPENSE> 226,983
<NET-INCOME> 616,391
26,692
<EARNINGS-AVAILABLE-FOR-COMM> 589,699
<COMMON-STOCK-DIVIDENDS> 352,111
<TOTAL-INTEREST-ON-BONDS> 288,854
<PAGE>
<PAGE>
<CASH-FLOW-OPERATIONS> 941,598
<EPS-PRIMARY> 2.51
<EPS-DILUTED> 2.51
</TABLE>
