Amendment No. 5

                                       To

                             The Consolidated Edison

                             Retiree Health Program

                            For Management Employees


                            -------------------------
                             Dated: November 14, 1997










166214




<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
Retiree  Health  Program for  Management  Employees  authorizing  changes to the
retiree health  benefits,  the  undersigned  hereby  approves the amendments set
forth below to The  Consolidated  Edison  Retiree  Health Program for Management
Employees, as heretofore amended by Amendments Nos. 1, 2, 3 and 4 thereto:

1. Effective February 1, 1997, a new Section 1.03 shall be added to read 
as follows:

     "Section 1.03  Transfers to  Affiliates.  Effective  February 1, 1997,  The
Program is amended to provide that Employees of the Company who are  transferred
to and become  employees  of an Affiliate  of the Company  shall  continue to be
eligible for retiree health  benefits  provided  under the Program.  The cost of
such Employees'  retiree health benefits shall be allocated  between the Company
and the Affiliate."

2. Effective  February 1, 1997,  Section 2.01 is amended by adding the following
definition 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)."

3. Effective  February 1, 1997, the definition of the following terms in Section
2.01 is amended to read as follows:

      "Company means  Consolidated  Edison Company of New York,  Inc.,  provided
that for any individual 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 eligibility for benefits under the Management Plan.

      "Employee means (a) any individual  employed on the management  payroll of
the Company and (b) any  individual  employed on the  management  payroll of the
Company who is transferred to the employment of an Affiliate."

4.  Effective  April 1, 1997,  in  Appendix  I,  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


                                       2



<PAGE>



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, as set forth in Section  5.01(b),  the family annual
deductible increases from $25 to $50.

6. Effective January 1, 1998, the following  sentences shall be added at the end
of Section 3.02(b):

"Each  retired  Employee 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 Section  3.02(a)  above.  For those retired  Employees and
Spouses who have other continuous group coverage for prescription drug benefits,
enrollment  may be  deferred  on terms  similar  to those set  forth in  Section
3.01(b) above relating to medical/hospital benefits."

7. Effective January 1, 1998, Section 5.01(b) is amended 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 payment to a retired Employee or
Surviving  Spouse who enrolls or has  prescription  drug  coverage.  The monthly
contribution  will cover the retired Employee or Surviving Spouse and any family
members covered for prescription drug benefits.  An annual deductible of $50 per
family is required to be met before any prescription drugs may be obtained under
the prescription card program,  and participants are required tomake a copayment
for each  prescription or refill obtained under the  prescription  card program.
Effective July 1, 1996, the required copayment for basic coverage shall be $8.00
for brand name drugs and $5.00 for generic drugs."

8.  Effective  January 1, 1998,  in  paragraph  I.  under the  heading  Benefits
Hospital in Appendix I, 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.

9. Effective January 1, 1998, in paragraph B under the heading Benefits Medical,
in  Appendix  I, I.  Hospital/Medical  Benefits,  delete  the  following  words:
"Outpatient  

                                       2

<PAGE>

treatment  of  mental,  psychoneurotic  and  personality  disorders
(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.



                                       3