AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated this 4th day of November, 1997, between CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC., a New York corporation (the "Company"), and PETER J. O'SHEA, JR. (the
"Executive") (hereinafter called the "Amendment") to the Employment Agreement, dated November 28, 1995,
between the Company and the Executive (hereinafter called the "Employment Agreement").
WHEREAS, the Company and the Executive desire to amend the terms and conditions of the Executive's
employment by the Company;
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and
the Executive agree as follows:
A. The Employment Agreement shall remain in full force and effect, except as expressly modified herein.
B. The term of employment specified in paragraph 2 of the Employment Agreement shall terminate on March 31,
1998. On March 31, 1998 or, if the Company terminates the Executive's employment prior to March 31, 1998,
on such earlier termination, the Executive shall become entitled to the following:
1. payment of his salary to March 31, 1998, at the annual rate then in effect, to the extent not theretofore paid by
2. the mandatory deferred portion of his award under the Company's Executive Incentive Plan (the "EIP") for
3. an EIP award for 1997, the entire amount of which shall be paid to the Executive in February 1998;
4. in lieu of an EIP award for the three month period from January 1 to March 31, 1998, a payment of $24,000,
which shall be made on March 31, 1998;
5. a supplemental pension, described in paragraph C 1 below, and
6. a retainer agreement for legal services, the terms of which are outlined in paragraph D below.
C. The provisions of this paragraph C amend and are in full substitution of paragraph 4(a) of the Employment
Agreement. Upon termination of the Executive's employment under paragraph B above or by reason of his death
1. The Company shall provide the Executive with a supplementa