EMPLOYMENT AGREEMENT made this 28th day of November, 1995 between CONSOLIDATED
EDISON COMPANY OF NEW YORK, INC., a New York corporation (the "Company"), and PETER J.
O'SHEA, JR. (the "Executive").
Whereas, the Company desires to employ the Executive, and the Executive desires to be employed by the
Company, upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Company and the
Executive agree as follows:
1. Employment. The Company shall employ the Executive, and the Executive shall accept employment by the
Company, effective January 1, 1996 (the "Effective Date"). Commencing on the Effective Date the Executive
shall serve as Senior Vice President and General Counsel of the Company. During the Term (as defined in
Paragraph 2) the Executive shall serve as the Company's chief legal officer and shall report directly to the
Company's chief executive officer. The Executive shall have responsibility for the Company's legal affairs and for
the day to day supervision of its Law Department, and in addition shall perform such other executive duties as
may be reasonably assigned to him by the
Board of Trustees of the Company (the "Board") or the Company's chief executive officer.
2. Term of Employment. The Term of the Executive's employment under this Agreement shall be the three (3)
year period commencing on the Effective Date and ending on December 31, 1998 (such period being hereinafter
called the "Term").
3. Salary. As of the Effective Date, the Company shall pay and the Executive shall accept a basic salary of Two
hundred ninety-five thousand Dollars ($295,000.00) per annum, which shall accrue and be payable in equal
monthly installments in accordance with the Company's prevailing payment practices for salary, as such practices
may change from time to time. The amount of the Executive's annual salary shall be reviewed at least annually by
the Board and may be increased on the basis of such