Amendment to the Consolidated Edison Retirement Plan, effective August 1, 2019

Whereas, pursuant to Article X, Amendment, Merger, and Termination, Section 10.01, Amendment of the Plan, the Board of Directors and the Board of Trustees have the authority to amend in whole or in part any or all of the provisions of the Consolidated Edison Retirement Plan (the “Retirement Plan”); and

Whereas, on July 18, 2019, the Board of Directors and Board of Trustees resolved amending the Retirement Plan, effective August 1, 2019, to provide that any participants in the Consolidated Edison, Inc. Voluntary Separation Plan for Information Technology Employees who are not otherwise fully vested in their Pension Allowance, will become fully vested as of their resignation date; and

Whereas, pursuant to the July 18, 2019 resolutions, the Vice President - Human Resources (an "Authorized Officer") is authorized to execute the specified amendments to the Retirement Plan in such form as the Authorized Officer may approve, her execution to be evidence conclusively of her approval thereof.

The Title Page to the Retirement Plan is amended by adding at the end of the Amendment List the following:

Amended, effective as of August 1, 2019, to Take Into Account Changes Approved by the Boards for Those Eligible Employees Who Elected to Participate in the Consolidated Edison, Inc. Voluntary Separation Plan for Information Technology Employees.

The Introduction is amended, to add at the end of that Section:

Effective as of August 1, 2019, the Retirement Plan was amended to provide that participants in the Consolidated Edison, Inc. Voluntary Separation Plan for Information Technology Employees who were not otherwise fully vested in their Pension Allowance, will become fully vested as of the effective date of their resignation.

Article III, Vesting, Section 3.01(a), Special Vesting Rules, a new subsection 3.1(a)(2)(v):

    

the terms of the Consolidated Edison, Inc. Voluntary Separation Plan for

Information Technology Employees).

IN WITNESS WHEREOF, the undersigned has caused this

instrument to be executed on 27^th day of November.

Nancy Shannon

Vice President of Human Resources of

Consolidated Edison Company of New York, Inc.

And the Plan Administrator of the Retirement Plan