AMENDMENT NO. 2 CONSOLIDATED EDISON, INC. LONG TERM INCENTIVE PLAN Effective April 1, 2016

Pursuant to the resolutions adopted by the Board of Directors of Consolidated Edison, Inc., at a meeting duly held on February 18, 2016, the undersigned hereby approves, effective as of April 1, 2016, the amendment set forth below to the Consolidated Edison, Inc. Long Term Incentive Plan (effective May 20, 2013).

ARTICLE 7. DIRECTOR PARTICIPANTS is amended as follows:

(ii) Effective April 1, 2016, if a Director is a member of the Board on the date of an Annual Meeting, on the first business day after each such Annual Meeting, he or she will be granted an annual Award of Stock Units with a Fair Market Value of $135,000. The amount determined will be rounded (either up or down) to the nearest whole Stock Unit. The maximum number of Shares that may be subject to Awards granted in any calendar year to a Director is 10,000 Shares, subject to adjustment as provided in Section 6.4.

                        

Plan Administrator, Consolidated Edison, Inc.

Long Term Incentive Plan and

Vice President - Human Resources

Consolidated Edison Company of New York, Inc.