AMENDMENT NO. 2

                                   TO

                 THE CONSOLIDATED EDISON RETIREMENT PLAN

                        FOR MANAGEMENT EMPLOYEES









                                                 Dated: July 1, 1996

                                                 Effective: July 1, 1996





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      Pursuant  to  resolutions  adopted on  November  28,  1995 by the Board of
Trustees of  Consolidated  Edison  Company of New York,  Inc.,  the  undersigned
hereby approves the amendments to The  Consolidated  Edison  Retirement Plan for
Management Employees set forth below, effective July 1, 1996.

      1.    A new subdivision (e), which shall read as follows, shall
be added to Paragraph 23 E:

      "(e)  Effective  July 1, 1996,  a health  maintenance  organization  (HMO)
      option,  including  coverage for Medicare  eligible  persons on a Medicare
      risk  basis and  coverage  for  non-Medicare  eligible  persons,  shall be
      available as an  alternative  to  participation  in the Program.  The Plan
      Administrator  shall select one or more HMOs that will be available  under
      the HMO option, fix the contributions to be made by participants who elect
      to enroll in the HMO option,  and determine the terms and  conditions  for
      participation  in  the  HMO  option,   including  but  not  limited  to  a
      participant's  rights to switch from one HMO to another and from an HMO to
      the Program or vice versa."

      2.    The second paragraph in subdivision (b) of Paragraph 23 E
shall be amended to read as follows:

      "FAILURE BY AN ELIGIBLE  PERSON TO ELECT TO  PARTICIPATE IN THE PROGRAM OR
      THE HMO OPTION SHALL BE DEEMED TO BE  DECLINATION  BY SUCH  PERSON.  IF AN
      ELIGIBLE  PERSON  DECLINES TO PARTICIPATE IN THE PROGRAM OR THE HMO OPTION
      OR IS  DEEMED  TO HAVE  DECLINED  TO  PARTICIPATE,  SUCH  PERSON  AND SUCH
      PERSON'S  SURVIVING  SPOUSE AND  DEPENDENTS  SHALL NOT  PARTICIPATE IN THE
      PROGRAM OR THE HMO OPTION AND SHALL NOT BE  ELIGIBLE TO  PARTICIPATE  AT A
      LATER DATE."

      3. The following  words shall be added after the word  "customary"  at the
end of the first sentence in the first paragraph of Paragraph 23 B:

      "or required by applicable law and, effective July 1, 1996, to change from
      time to time copayments, deductibles and out-of-pocket and other limits as
      he may deem appropriate."

      4. The  following  sentence  shall be added  after the first  sentence  in
Paragraph 23 G and in Paragraph IV in Appendix I, Part A Benefits:

      "PURSUANT TO AUTHORITY GRANTED BY THE BOARD OF TRUSTEES, EFFECTIVE JULY 1,
      1996 THE PLAN ADMINISTRATOR SHALL HAVE THE AUTHORITY TO AMEND THE PROGRAM,
      INCLUDING  THE  HMO  OPTION,   AS  HE  DEEMS   APPROPRIATE  TO  FACILITATE
      ADMINISTRATION OF THE PROGRAM OR THE HMO OPTION."


      5. A new  paragraph  "E" shall be added to  Appendix  I, Part A  Benefits,
Hospital/Medical Benefits, under the heading, "MEDICAL", to read as follows:

      "E. Effective July 1, 1996, provide a participating  provider organization
      (PPO) for  participants  in the Program not eligible for  Medicare,  under
      which each  visit to a  participating  physician  or other  provider  will
      require a $10 copayment.  The benefit limitations stated above shall apply
      to  the  following  services  provided  by a  PPO  provider:  chiropractic
      services other than spinal manipulation or x-rays; outpatient treatment of
      alcohol and substance  abuse;  mental and nervous  disorders;  routine ear
      exams to fit hearing aids;  routine  mammography  screening;  routine foot
      care; second surgical opinions and outpatient surgery. If the PPO is used,
      deductible and coinsurance  provisions do not apply, and the PPO copayment
      is not counted toward the annual deductible or out-of-pocket maximum."

      6.  The  second  sentence  under  the  heading  "Required  Deductible  and
Copayment for  Prescription  Drugs" in Appendix I, Part B - Costs, is amended to
read as follows:

      "Effective  July 1, 1996, the required  copayment for basic coverage shall
      be $8.00 for brand name drugs and $5.00 for generic drugs, and there shall
      be no copayment for  prescription  drugs  obtained  under the mail service
      program."

      7. The following  sentence shall be added after the second  sentence under
the heading "Effective Dates" in Appendix I, Part B Costs:

      "Effective  July 1,  1996,  from time to time the Plan  Administrator  may
      change such contribution,  deductible and copayment amounts,  and the Plan
      Administrator  shall notify  participants in advance of the effective date
      of any such change."


      IN WITNESS WHEREOF,  the undersigned has executed this instrument this 1st
day of July, 1996.


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