Consolidated Edison, Inc.

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Registration No. 333-______ ============================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- CONSOLIDATED EDISON, INC. (Exact name of Registrant as specified in its charter) New York 13-3965100 (State of incorporation) (I.R.S. Employer Identification No.) 4 Irving Place New York, New York 10003 (212) 460-4600 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) JOAN S. FREILICH or JOHN D. McMAHON, ESQ. Executive Vice President and Senior Vice President Chief Financial Officer and General Counsel 4 Irving Place New York, New York 10003 (212) 460-4600 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE ============================================================================================== Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of of Securities to Registered Offering Aggregate Registration Fee Be Registered Price Per Unit Offering Price (1) (1) - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- Common Shares 2,000,000 $42.1250 $84,250,000 $7,751 ($.10 par value) shares(1) ============================================================================================== (1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares of Registrant's Common Shares ($.10 par value) as may be offered, issued or issuable as a result of the provisions of The Consolidated Edison Stock Purchase Plan relating to the prevention of dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of determining the registration fee based on the average of the high and low prices on April 16, 2002 for Common Shares ($.10 par value) of Consolidated Edison, Inc. ("Con Edison"), as reported in the consolidated reporting system.

PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS *Item 1. Plan Information. *Item 2. Registrant Information and Employee Plan Annual Information. - ----------- *The information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and note to Part I of Form S-8. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. We are incorporating by reference into this Registration Statement the following documents that we have filed with the Commission and any subsequent filings we make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, provided, however, that we are not incorporating any information furnished under Item 9 of any Current Report on Form 8-K: o Con Edison's Annual Report on Form 10-K for the year ended December 31, 2001 ("2001 Form 10-K"), and o Con Edison's Current Reports on Form 8-K, dated March 8, 2002 and April 4, 2002. In addition, all documents filed by Registrant pursuant to 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable.

Item 6. Indemnification of Directors and Officers. Reference is made to sections 721 to 725 of the Business Corporation Law of the State of New York ("BCL") which provide for indemnification of directors and officers. In addition, pursuant to Article 6 of the Registrant's Certificate of Incorporation, Registrant shall indemnify, except to the extent limitation of liability or indemnification is not prohibited by any law, any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an investigative, administrative or legislative proceeding, and including an action by or in the right of Registrant or any other corporation of any type or kind, domestic or foreign, or any partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, by reason of the fact that the person, or the testator or intestate of the person, is or was a Director or officer of Registrant or is or was serving at the request of the Registrant any other enterprise as a Director, officer or in any other capacity, against any and all damages incurred as a result of or in connection with such action or proceeding or any appeal thereof, and, except in the case of an action or proceeding specifically approved by the Board of Directors of the Registrant, the Registrant shall pay expenses incurred by or on behalf of such person in defending such action or proceeding or any appeal thereof in advance of the final disposition thereof promptly upon receipt by the Registrant, from time to time, of a written demand of the person for the advancement, together with an undertaking by or on behalf of the person to repay any expenses so advanced to the extent that the person is ultimately found not to be entitled to indemnification for the expenses. Under Article Sixth, damages shall mean judgments, fines, amounts paid in settlement, penalties, punitive damages, excise or other taxes assessed with respect to an employee benefit plan and reasonable expenses, including attorneys' fees and disbursements actually and necessarily incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to Directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a Director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted against Registrant by such Director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. As permitted by Section 402 of the BCL, Article 6 of the Registrant's Certificate of Incorporation requires the Registrant to indemnify Directors or officers for damages, in each and every circumstance in which such indemnification could lawfully be permitted by an express provision of the Certificate of Incorporation, and the indemnification required by Article Sixth is not limited by the absence of an express recital of the circumstances. II-2

As permitted by Section 726 of the BCL, Registrant has insurance (a) to indemnify Registrant for obligations it incurs for indemnification of its Directors and officers, and (b) to indemnify Directors and officers of Registrant for losses, costs and expenses incurred by them in actions brought against them in connection with their acts as Directors or officers for which they are not indemnified by Registrant. No insurance payment will be made to any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Registrant has also purchased insurance coverage insuring the Directors and officers of Registrant against certain liabilities that could arise in connection with administration of Registrant's employee benefit plans. Item 7. Exemption from Registration Claimed Not applicable. Item 8. List of Exhibits. See Exhibit Index. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 23rd day of April, 2002. Consolidated Edison, Inc. By /s/ Joan S. Freilich Joan S. Freilich Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Title Eugene R. McGrath* Chairman of the Board of Directors, President and Chief Executive Officer and Director (Principal Executive Officer) Joan S. Freilich* Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer) Edward J. Rasmussen* Vice President and Controller (Principal Accounting Officer) George Campbell, Jr.* Director Vincent A. Calarco* Director E. Virgil Conway* Director Gordon J. Davis* Director Michael J. DelGiudice* Director Ellen V. Futter* Director Sally Hernandez-Pinero* Director Peter W. Likins* Director George W. Sarney* Director Richard A. Voell* Director Stephen R. Volk* Director - --------------- * Joan S. Freilich, pursuant to Powers of Attorney (executed by each of the officers and Directors listed above, and filed as Exhibit 24 hereto), by signing her name hereto does hereby sign and execute this Registration Statement on behalf of each of the officers and Directors named above and indicated as signing above in the capacities in which the name of each appears above. Joan S. Freilich April 23, 2002 Joan S. Freilich

INDEX TO EXHIBITS EXHIBIT DESCRIPTION 3.1 - Restated Certificate of Incorporation of Registrant. (Designated in the Registration Statement on Form S-4 of Con Edison (No. 333-39164) as Exhibit 3.1). 3.2 - By-laws of Con Edison, effective as of June 23, 1998. (Designated in Con Edison's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (File No. 1-14514) as Exhibit 3.2.1). 10.1 - The Consolidated Edison, Inc. Stock Purchase Plan. (Designated in Con Edison's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 (File No. 1-14514) as Exhibit 10). 10.2 - Amendment, dated April 8, 2002, to The Consolidated Edison, Inc. Stock Purchase Plan. 23 - Consent of PricewaterhouseCoopers LLP. 24 - Powers of Attorney.






                       Consent of Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  February  21, 2002  relating to the
financial  statements and financial statement schedules of Consolidated  Edison,
Inc.,  which appears in the combined  Annual Report on Form 10-K of Consolidated
Edison,  Inc.,  Consolidated  Edison  Company of New York,  Inc.  and Orange and
Rockland Utilities, Inc. for the year ended December 31, 2001.





PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP

New York, New York
April 23, 2002

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Director or Officer or both, as the case may be, of Consolidated Edison, Inc. ("Con Edison") to sign one or more registration statements and any amendments thereto to be filed by Con Edison with the Securities and Exchange Commission to register under the Securities Act of 1933 not to exceed 4.0 million shares of the Company's Common Shares ($.10 par value) to be offered and sold under the Con Edison Automatic Dividend Reinvestment and Cash Payment Plan and not to exceed 2.0 million of such shares to be offered and sold under the Con Edison Stock Purchase Plan. IN WITNESS WHEREOF, the undersigned has executed this instrument this 20th day of January, 2002. Vincent A. Calarco Vincent A. Calarco

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Director or Officer or both, as the case may be, of Consolidated Edison, Inc. ("Con Edison") to sign one or more registration statements and any amendments thereto to be filed by Con Edison with the Securities and Exchange Commission to register under the Securities Act of 1933 not to exceed 4.0 million shares of the Company's Common Shares ($.10 par value) to be offered and sold under the Con Edison Automatic Dividend Reinvestment and Cash Payment Plan and not to exceed 2.0 million of such shares to be offered and sold under the Con Edison Stock Purchase Plan. IN WITNESS WHEREOF, the undersigned has executed this instrument this 17th day of January, 2002. Gordon J. Davis Gordon J. Davis

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Director or Officer or both, as the case may be, of Consolidated Edison, Inc. ("Con Edison") to sign one or more registration statements and any amendments thereto to be filed by Con Edison with the Securities and Exchange Commission to register under the Securities Act of 1933 not to exceed 4.0 million shares of the Company's Common Shares ($.10 par value) to be offered and sold under the Con Edison Automatic Dividend Reinvestment and Cash Payment Plan and not to exceed 2.0 million of such shares to be offered and sold under the Con Edison Stock Purchase Plan. IN WITNESS WHEREOF, the undersigned has executed this instrument this 17th day of January, 2002. Ellen V. Futter Ellen V. Futter

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Director or Officer or both, as the case may be, of Consolidated Edison, Inc. ("Con Edison") to sign one or more registration statements and any amendments thereto to be filed by Con Edison with the Securities and Exchange Commission to register under the Securities Act of 1933 not to exceed 4.0 million shares of the Company's Common Shares ($.10 par value) to be offered and sold under the Con Edison Automatic Dividend Reinvestment and Cash Payment Plan and not to exceed 2.0 million of such shares to be offered and sold under the Con Edison Stock Purchase Plan. IN WITNESS WHEREOF, the undersigned has executed this instrument this 16th day of January, 2002. Sally Hernandez-Pinero Sally Hernandez-Pinero

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Director or Officer or both, as the case may be, of Consolidated Edison, Inc. ("Con Edison") to sign one or more registration statements and any amendments thereto to be filed by Con Edison with the Securities and Exchange Commission to register under the Securities Act of 1933 not to exceed 4.0 million shares of the Company's Common Shares ($.10 par value) to be offered and sold under the Con Edison Automatic Dividend Reinvestment and Cash Payment Plan and not to exceed 2.0 million of such shares to be offered and sold under the Con Edison Stock Purchase Plan. IN WITNESS WHEREOF, the undersigned has executed this instrument this 17th day of January, 2002. Peter W. Likins Peter W. Likins

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Director or Officer or both, as the case may be, of Consolidated Edison, Inc. ("Con Edison") to sign one or more registration statements and any amendments thereto to be filed by Con Edison with the Securities and Exchange Commission to register under the Securities Act of 1933 not to exceed 4.0 million shares of the Company's Common Shares ($.10 par value) to be offered and sold under the Con Edison Automatic Dividend Reinvestment and Cash Payment Plan and not to exceed 2.0 million of such shares to be offered and sold under the Con Edison Stock Purchase Plan. IN WITNESS WHEREOF, the undersigned has executed this instrument this 17th day of January, 2002. Richard A. Voell Richard A. Voell

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Director or Officer or both, as the case may be, of Consolidated Edison, Inc. ("Con Edison") to sign one or more registration statements and any amendments thereto to be filed by Con Edison with the Securities and Exchange Commission to register under the Securities Act of 1933 not to exceed 4.0 million shares of the Company's Common Shares ($.10 par value) to be offered and sold under the Con Edison Automatic Dividend Reinvestment and Cash Payment Plan and not to exceed 2.0 million of such shares to be offered and sold under the Con Edison Stock Purchase Plan. IN WITNESS WHEREOF, the undersigned has executed this instrument this 17th day of January, 2002. Stephen R. Volk Stephen R. Volk

Exhibit 10.2 Amendment No. 1 To THE CONSOLIDATED EDISON, INC. STOCK PURCHASE PLAN Effective April 8, 2002

CONSOLIDATED EDISON, INC. Pursuant to the resolution adopted by the Board of Directors of Consolidated Edison, Inc., at a meeting duly held on January 17, 2002, the undersigned hereby approves the amendments set forth below to the Consolidated Edison, Inc., Stock Purchase Plan effective April 8, 2002: 1. Article 1, Definitions, is amended as follows: Paragraph (1) is amended, by adding "or the Company" after "Agent" and by changing "4(a), 4(b), and 4(c)" to "5(a), 5(b), and 5(d)". Paragraph (q) is amended by replacing the entire paragraph with the following: (q) "Shares" means shares of Common Stock of the Company whether newly issued by or purchased directly from the Company, or purchased on any securities exchange on which shares of Common Stock are traded, in the over-the-counter market or in negotiated transactions with parties not affiliated with the Company, and includes both full and fractional Shares unless otherwise specified. Paragraph (r) is amended by replacing the entire paragraph with the following: (r) "Share Price" depends on the source of the Shares. a. For Shares purchased other than from the Company the Share Price means the weighted average cost, exclusive of brokerage commissions and other expenses of purchase, of all Shares purchased by the Agent during the Purchase Period pursuant to Article 5. b. For Shares newly issued by or purchased directly from the Company, purchases shall be made on Employees' payroll dates, the dates dividends are reinvested, and the dates the Agent receives cash contributions. The stock price assigned to these purchase dates will be the average of the high and low prices at which Shares were traded on the New York Stock Exchange Composite Transactions on the trading day immediately preceding such purchase dates. The Share Price is the weighted average, exclusive of brokerage commissions and other expenses of purchase, of all Shares purchased during the Purchase Period pursuant to Article 5.

2. Article 3, Means of Payment of Employee Contributions is amended as follows: Paragraph (a) is revised by inserting "For Shares purchased other than from the Company," before "The Employer" in the last sentence. Paragraph (a) is further revised by adding the following to the end of the paragraph: For Shares newly issued by or purchased directly from the Company, the Employer and any Participating Employer shall pay over the amount of each payroll deduction so authorized to the Company, for the purchase of Shares for the Employee, within five business days after the date such amount would otherwise have been payable to such Employee. As promptly as practicable after the last day of the Purchase Period, the Company shall cause the maximum number of whole Shares to be newly issued by or purchased from the Company based on the Share Price as determined by the Agent in accordance with Article 5 (c), and will cause these Shares to be sent to the Agent to be allocated to the Employees' accounts. . Paragraph (b) is changed by adding ", either from the Company or by the Agent" after "purchase" in the fifth line. Paragraph (c) is changed by adding ", either from the Company or by the Agent" after "purchase" in the third line. Paragraph (d) is changed by adding ", the Company" after "Participating Employer". 3. Article 5, Purchase of Shares, is amended as follows: By replacing Paragraphs (a) and (b) in their entirety with the following: (a) For Shares Purchased by the Agent - As and when Investment Funds are received by it, the Agent shall promptly apply the same to the purchase, in one or more transactions, of the maximum number of whole Shares obtainable at then prevailing prices, exclusive of brokerage commissions and other expenses of purchase. Such purchases may be made from the Company, on any securities exchange where Shares are traded, in the over-the-counter market, or in negotiated transactions. Shares purchased other than from the Company may be on such terms as to price, delivery and otherwise as the Agent may determine to be in the best interest of the Employees participating in the Plan. The Agent shall complete such purchases as

soon as practical after receipt of such funds, having due regard for any applicable requirements of law affecting the timing or manner of such purchases. If, for any reason, the Agent is unable, on or before the last day of any Purchase Period, to apply all Investment Funds received by it during such Purchase Period, then any such Investment Funds remaining in any Account at the end of such Purchase shall be held by the Agent and applied as soon as practical in a subsequent Purchase Period or Periods. (b) For Shares Purchased from the Company - As and when Investment Funds are received by it, the Company shall, as soon as practicable after the receipt of such funds, notify the Agent of the amount received so the Agent can allocate such amount to the account of each participant. The Agent shall determine the Purchase Price of all Shares purchased during the Purchase Period in accordance with Article 5 (c). As soon as practicable after the last day of the Purchase Period, the Company shall cause the maximum number of whole Shares to be newly issued by or purchased from the Company based on the Share Price as determined by the Agent and will cause these Shares to be sent to the Agent to be allocated to the participants' accounts. Any Investment Funds remaining with the Company at the end of such Purchase Period shall be held by the Company and applied as soon as practical in a subsequent Purchase Period or Periods. By renaming paragraph "(c)" as paragraph "(d)" and by adding "(a) and" after "Article 5" in the first line and by adding "or (b)" after "Article 5(a)" in the fourth line. By adding a new paragraph (c) as follows: (c) The price to participants for Shares purchased will depend on the source of the Shares. If the Shares are newly issued or purchased from the Company, purchases shall be made on the Employees' payroll dates, the dates dividends are reinvested, and the dates the Agent receives cash contributions. The price assigned to these purchase dates will be the average of the high and low prices at which Shares were traded on the New York Stock Exchange Composite Transactions on the trading day immediately preceding the purchase dates. The Share Price is the weighted average price, exclusive of brokerage commissions and other expenses of purchase, of all Shares purchased during the Purchase Period.

If the Shares are purchased other than from the Company, the purchase price per share shall be the weighted average cost, exclusive of brokerage commissions and other expenses of purchase, of all Shares purchased by the Agent during the Purchase Period. By renaming paragraph "(d)" as paragraph "(e)" and replacing "shares" with "Shares" in the fourth line and changing "Article 5(a) and 5(b)" to read "Article 5(a), 5(b) and 5(c)." at the end of the sentence. 4. Article 6, Custody of Shares; Distribution from Accounts, is amended, as follows: By renaming subparagraphs "(v)", "(vi)", and "(vii)" as subparagraphs "(vi)", "(vii)" and "(viii)" respectively, and by adding a new subparagraph (v) to read as follows: (v) whether the shares were purchased from the Company or from another source, By changing subparagraph (i) of paragraph (e) by replacing "Article 5(c)" with "Article (5(d)". 5. Paragraph (a) of Article 7, Termination of Status as Employee, Leave of Absence is amended, by replacing "Article 5(c)" with "Article 5(d)" at the end of the paragraph. 6. Article 11. Administration, Operation and General Provisions, is amended as follows: Paragraph (c) is amended by adding the words "or the Company" after the word "Agent" in the fourth, seventh and eleventh lines of the paragraph. Subparagraph (i) of paragraph (d) is amended by replacing "shares" with "Shares" in the ninth line. 7. APPENDIX A is amended as follows: By adding the words "or the Company" after the word "Agent" in the first and fourth lines of paragraph (b). By adding the words "or the Company" after the word "Agent" in the fourth line of paragraph (c). By adding the words " or the Company" after the word "Agent" in the seventh line of paragraph (d).

8. APPENDIX B is amended by adding the following after paragraph (d): (e) Consolidated Edison Solutions, Inc. has become a Participating Employer in the Plan effective as of September 1, 1997, and has determined to make contributions on behalf of its Employees. (f) Consolidated Edison Communications, Inc. has become a Participating Employer in the Plan effective as of August 1, 2001, and has determined to make contributions on behalf of its Employees. IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day of April 2002. /s/ Robert P. Stelben Robert P. Stelben Vice President and Treasurer Consolidated Edison, Inc.