May 10, 1998



Robert J. McBennett
Treasurer
Orange and Rockland Utilities, Inc.
One Blue Hill Plaza
Pearl River, NY  10965


Dear Mr. McBennett:

          The purpose of this letter agreement is to set forth the understanding
between Orange and Rockland Utilities, Inc. (the "Company"), Consolidated
Edison, Inc. ("Buyer"), C Acquisition Corp. ("Buyer Sub") and you in connection
with the transactions (the "Transactions") described in the Agreement and Plan
of Merger, dated as of May 10, 1998, among the Company, Buyer and Buyer Sub (the
"Merger Agreement"), including with respect to the application of the agreement
entered into between the Company and you, dated October 27, 1997, as thereafter
amended (the "Agreement").

          This letter agreement is being entered into for good and valuable
consideration, with knowledge that you are relying hereon in agreeing to
terminate your employment and with the intent to be legally bound hereby.

          1.  Change in Control.  The parties hereto confirm and agree that the
approval by the shareholders of the Company of the Transactions will constitute
a "Change in Control" of the Company (as defined in Section 1 of the Agreement).

          2.  Termination of Employment.  The Company and Buyer Sub hereby agree
that neither the Company nor the Buyer Sub will terminate your employment, other
than for Cause (as defined in the Agreement), until the later of July 1, 1999,
and the Effective Time (such date, the "Termination Date").  The parties hereto
agree that, provided your employment with the Company has not previously been
terminated, your employment with the Company will terminate on the Termination
Date.  The parties hereto further agree and confirm that, for purposes of the
Agreement, such termination shall be deemed to be a termination of your
employment by you for Good Reason following a "Change in Control" of the
Company.

          3.  Payments; Benefits.  The parties further confirm and agree that,
in accordance with the foregoing paragraphs 1 and 2, if the Transactions are
consummated, the Company shall, or Buyer shall cause Buyer Sub to, subject to
Section 3(d) of the Agreement, (i) pay to you on the Termination Date, in a lump
sum cash payment, the amounts described in Sections 3(a) of the Agreement,
together with any unpaid compensation (including salary, accrued but unused
vacation and any Annual Team Incentive Plan payment payable for the calendar
year in which the termination of your employment occurs) with respect to the
period ending on the Termination Date, (ii) pay to you, on the Termination Date,
the benefits to which you are entitled under the Officers' Supplemental
Retirement Plan of the Company (the "SERP"), calculated in accordance with the
terms of the SERP, (iii) provide to you, for the twenty-four month period
commencing on the date of the termination of your employment hereunder, the
benefits described in Section 3(b) of the Agreement (relating to life,
disability, accident and health insurance benefits) and (iv) honor and perform
all other obligations to you and agreements for your benefit contained in the
Agreement.

          4.  Other Benefits.  The parties further confirm and agree that the
Company shall, and Buyer shall cause Buyer Sub to, (i) permit you to purchase
the automobile provided to you by the Company pursuant to Company policy at a
price equal to its wholesale bluebook price, as of the date of the termination
of your employment hereunder and (ii) honor and perform all of their respective
other obligations to you and agreements for your benefit including, but not
limited to, all obligations under the Company Long-Term Performance Share Unit
Plan.  You hereby acknowledge that, except as set forth herein, you are not
entitled to receive severance, termination or similar benefits under any other
plan, agreement or arrangement of the Company.

          5.  No Continuing Obligations.  The parties hereto confirm and agree
that upon your termination of employment pursuant to this letter agreement, you
shall have no further obligations under the Agreement except as expressly
provided in Section 3(c) thereof.

          6.  Miscellaneous.  This letter agreement may not be modified or
amended without the prior written consent of all the parties hereto, shall be
governed by the laws of the State of New York without regard to its conflicts of
laws rules, may be executed in two or more counterparts each of which shall
constitute an original and, together with the Agreement, shall constitute the
entire agreement of the parties with respect to the subject matter hereof.

          If this letter sets forth our agreement on the subject matter hereof,
please sign and return to the Company and Buyer the enclosed copies of this
letter, which will then constitute our agreement on this subject.

                         Sincerely,

                         ORANGE AND ROCKLAND UTILITIES, INC.



                         By:    /s/ D. Louis Peoples
                         Name:  Denton Louis Peoples
                         Title: Vice Chairman and Chief
                                Executice Officer


                         CONSOLIDATED EDISON, INC.


                         By:    /s/ Joan S. Freilich
                         Name:  Joan S. Freilich
                         Title: Executive Vice President and
                                Chief Financial Officer


                         C ACQUISITION CORP.


                         By:    /s/ Kevin Burke
                         Name:  Kevin Burke
                         Title: President



In accordance with the provisions set forth above, I hereby agree that (i) my
employment with the Company and any subsidiaries thereof will terminate and (ii)
I will relinquish all offices and directorships I hold with the Company or any
subsidiaries thereof, in each case, effective on the Termination Date.


/s/ Robert J. McBennett
Robert J. McBennett