Amendment No. 4
                                       To
                             The Consolidated Edison
                               Retirement Plan for
                              Management Employees

                  ---------------------------------------

                             Dated November 14, 1997












165957



<PAGE>


      Pursuant to resolutions  adopted by the Board of Trustees of  Consolidated
Edison  Company of New York,  Inc. at meetings  duly called and held on November
24,  1992 and  January 27, 1997 and to  provisions  in The  Consolidated  Edison
Retirement  Plan for  Management  Employees  authorizing  changes to the retiree
health benefits,  the undersigned hereby approves the amendments set forth below
to  The  Consolidated  Edison  Retirement  Plan  for  Management  Employees,  as
heretofore amended by Amendments Nos. 1, 2 and 3 thereto:

1. Effective February 1, 1997, the following paragraph shall be added at the end
of Paragraph 1:  "Effective  February 1, 1997, the Management Plan is amended to
provide  that  Management  Employees of the Company who are  transferred  to and
become employees of an Affiliate of the Company shall continue to participate in
and accrue pension  benefits under the Management Plan and shall be eligible for
retiree  health  benefits  provided  under the  Management  Plan.  The period of
employment and the base  compensation of such Employees with the Affiliate shall
be counted for purposes of determining  Service,  Accredited  Service,  Hours of
Service,  Annual Basic  Straight-Time  Compensation and eligibility for benefits
under Paragraph 23-Retiree Health Program under the Management Plan. The cost of
such Employees'  pension and retiree health benefits shall be allocated  between
the Company and the Affiliate."

2. Effective February 1, 1997,  Paragraph 2 A is amended by adding the following
definitions at the end thereof:  "Affiliate means (a) any corporation which is a
member of the same  controlled  group of  corporations  (within  the  meaning of
Section  414(b) of the Code) as the  Company,  (b) any other  trade or  business
(whether or not  incorporated)  which is under  common  control with the Company
within the meaning of Section 414(c) of the Code, and (c) any organization which
(along with the Company) is a member of an affiliated  service group (within the
meaning of Section 414(m) of the Code); provided that, for purposes of Paragraph
11 A of the Management Plan, in determining common control under Sections 414(b)
and (c) of the Code, the phrase "more than 50 percent" shall be substituted  for
the phrase "at least 80 percent"  each place the latter  appears in Section 1563
of the Code (and regulations thereunder) and in regulations under Section 414(c)
of the Code.

"Company means Consolidated  Edison Company of New York, Inc., provided that for
any person who is an Employee by reason of having transferred from employment by
Consolidated Edison Company of New York, Inc. to employment by an Affiliate, any
reference to `Company'  shall include the Affiliate for purposes of  determining
Annual Basic Straight-Time  Compensation,  Accredited Service, Service, Hours of
Service and eligibility for benefits under Paragraph 23-Retiree Health Program."

3.  Effective  February  1,  1997,  the  definition  of the  following  terms in
Paragraph  2 A is amended  to read as  follows:  "Employee  means (a) any person
employed  by the  Company  and (b) any person  employed  by the  Company  who is
transferred to the employment of an Affiliate.

"Management  Employee means (a) an Employee on the Company's  management payroll
and (b) an Employee who is transferred from the Company's  management payroll to
an Affiliate's payroll."

4. Effective April 1, 1997, in Appendix I, Part A-Benefits,  I. Hospital/Medical
Benefits  (a)  in  the  paragraph  entitled  Annual   Deductibles-MEDICAL,   the
individual  annual  deductible  increases  from  $200 to  $250,  and the  annual
deductible  for families with four or more members  increases from $600 to $750,
and (b) the paragraph  entitled Medical Expense Copayments is changed to read as
follows:  "After the  individual  annual  deductible is met, 20% for expenses to
$7,500 per person per year. None for expenses over $7,500 per person per year."

5. Effective April 1, 1997, under the paragraph entitled Required Deductible and
Copayment for Prescription Drugs in Appendix I, Part B-Costs,  the family annual
deductible increases from $25 to $50.

6.  Effective  January 1, 1998,  immediately  following the  paragraph  entitled
Required Monthly Contribution for Medical/Hospital  Benefits in Appendix I, Part
B-Costs, a new paragraph entitled Required Monthly Contribution for Prescription
Drug  Benefits  is added to read as  follows:  "Effective  January  1,  1998,  a
contribution  in the amount of $10 shall be deducted each month from the Pension
or  Annuity  payments  to a retiree  or  surviving  spouse  who  enrolls  or has
prescription drug coverage.  The monthly  contribution will cover the retiree or
surviving spouse and any family members covered for prescription drug benefits."

7.  Effective  January 1, 1998,  the second  paragraph  under  Paragraph 23 C is
amended  in its  entirety  to read  as  follows:  "Effective  January  1,  1998,
participants shall make a monthly  contribution  toward the cost of prescription
drug  benefits and shall be required to pay an annual  deductible  and copayment
for each prescription or refill as set forth in Appendix I, Part B."

8. Effective January 1, 1998, the following  sentences shall be added at the end
of  subdivision  (d) of  Paragraph 23 E: "Each  retiree or surviving  spouse who
first  becomes  eligible for  prescription  drug benefits on or after January 1,
1998 shall be required to enroll in the  Retiree  Health  Program to obtain such
benefits.  The enrollment procedure shall be similar to the enrollment procedure
for  medical/hospital  benefits set forth in  subdivision  (c) above.  For those
retirees and spouses of retirees who have other  continuous  group  coverage for
prescription drug benefits, enrollment may be deferred on terms similar to those
set forth in subdivision (b) above relating to medical/hospital benefits."

9.  Effective  January 1, 1998,  in  paragraph  I.  under the  heading  Benefits
Hospital in Appendix I, Part A, I.  Hospital/Medical  Benefits,  relating to the
inpatient  treatment of alcoholism and substance abuse,  delete the words ", but
not more than 60 days in a  lifetime"  in the two places the words  appear.  The
lifetime  maximum of 60 days for the treatment of alcoholism or drug abuse shall
no longer apply.

10.  Effective  January 1,  1998,  in  paragraph  B under the  heading  Benefits
Medical,  in  Appendix  I,  Part A, I.  Hospital/Medical  Benefits,  delete  the
following words: "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)",  and add a new  paragraph E to read as follows:  "Effective  January 1,
1998, payment of 80% of reasonable and customary charges, subject to deductible,
of up to $70 for each  outpatient  visit in a  calendar  year for  treatment  of
mental,  psychoneurotic  or  personality  disorders,  and  payment,  subject  to
deductible,  of $60 per visit for three crisis intervention visits in a calendar
year."

      IN WITNESS WHEREOF, the undersigned has executed this instrument this ____
day of November, 1997.


                                          ----------------------------
                                                Richard P. Cowie
                                          Vice President-Employee Relations
                                          Consolidated Edison Company
                                                of New York, Inc.