ORANGE & ROCKLAND UTILITIES INC
EXHIBIT 10.2(2)
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<TYPE>EX-10.2(2)
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<FILENAME>a2048590zex-10_22.txt
<DESCRIPTION>EXHIBIT 10.2(2)
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                                                                 Exhibit 10.2.2

                             AMENDMENT NO. 1 TO THE
                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              DEFERRED INCOME PLAN,
                        EFFECTIVE AS OF SEPTEMBER 1, 2000

                  --------------------------------------------

      Pursuant to resolutions adopted at a meeting of the Board of Trustees of
Consolidated Edison Company of New York, Inc. duly called and held on January
27, 1997 and to Section 6.02 of the Consolidated Edison Company of New York,
Inc. Deferred Income Plan (the "Plan"), the Vice President-Human Resources and
Plan Administrator hereby amends the Plan as follows, effective as of September
1, 2000 unless otherwise stated:

1.    Section 1.01 is amended by adding the following sentence at the end
      thereof:

      "Accounts shall also include any other Accounts that may be established by
      the Plan Administrator from time to time on behalf of a Participant."

2.    Section 1.15 is amended by adding the following sentence at the end
      thereof:

      "Deferred Compensation Agreement shall also include any agreement between
      the Company and a Participant that provides for deferral of the receipt of
      compensation by the Participant, contribution of such deferred
      compensation to the Plan by the Company, and designation by the
      Participant of his or her preferences with respect to allocation of such
      deferred compensation among the available Deemed Investment Options."

3.    Section 1.29 is amended by changing the designation of paragraph "(e)" to
      "(f)" and adding a new paragraph (e) to read as follows:

      "(e) such other Eligible Employee who has made a deferral election in a
      Deferred Compensation Agreement and has had Other Deferral Contributions
      made to an Other Deferrals Account;".

4.    A new Section 1.43 is added to read as follows:

      "OTHER DEFERRAL CONTRIBUTIONS" shall mean the amount of contributions
      credited on a Participant's behalf under Section 3.01(i)."

5.    Section 2.01 is amended by deleting the word, "or" at the end of paragraph
      (c), and adding the following before the period at the end of paragraph
      (d):
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      "; or (e) the date the Eligible Employee first has Other Deferral
      Contributions credited on such individual's behalf under the Plan pursuant
      to Section 3.01(i)."

6.    Section 3.01 is amended by changing the words "paragraphs (a), (b), (c),
      (d), (e) and (f) below" in the first sentence to read "paragraphs (a),
      (b), (c), (d), (e), (f) and (i) below" and by inserting a new paragraph
      (i) after paragraph (h) to read as follows:

      "(i) OTHER DEFERRAL CONTRIBUTIONS

      The amount of Other Deferral Contributions for a Plan Year shall be equal
      to the amount of Other Deferral Contributions that are contributed by the
      Company to an Other Deferrals Account established by the Plan
      Administrator on behalf of a Participant pursuant to a Deferred
      Compensation Agreement."

7.    Paragraph (a) of Section 3.03 is hereby amended to read as follows:

      "(a) A Participant shall at all times be fully vested in the Participant's
      Basic Salary Deferral Account, Supplemental Salary Deferral Account,
      Mandatory Bonus Deferral Account, Optional Bonus Deferral Account
      (including amounts transferred from the Executive Incentive Plan) and
      Other Deferrals Account."

8.    Paragraph (a)(i) of Section 4.01 is hereby amended by adding at the end
      thereof immediately preceding the semi-colon the following:

      ", and in accordance with the Participant's election in the applicable
      Deferred Compensation Agreement, with respect to payment of a
      Participant's Other Deferrals Account attributable to Other Deferral
      Contributions made on the Participant's behalf and earnings thereon".

9.    Paragraph (b) of Section 4.01 is hereby amended to read as follows in its
      entirety:

      "(b)(i) Notwithstanding the provisions of paragraph (a) above, a
      Participant who has not terminated employment with the Company and
      Affiliated Companies may make an irrevocable election at any time to
      accelerate payment of all of his or her Supplemental Salary Deferral
      Account, Mandatory Bonus Deferral Account, Optional Bonus Deferral Account
      and Other Deferrals Account to a date prior to the date such Accounts
      would otherwise have been payable pursuant to paragraph (a) above or
      paragraph (b)(iii) below. Such payment shall be made in a single lump sum,
      as soon as administratively practicable after such election, and shall
      equal the entire value of his or her Supplemental Salary Deferral Account,


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      Mandatory Bonus Deferral Account, Optional Bonus Deferral Account and
      Other Deferrals Account as of the date of such distribution, reduced by
      the prime rate as published in the Wall Street Journal as of the date of
      distribution plus 100 basis points.

      (ii) Except as provided in Section 4.02(c) or Section 4.03, payment of a
      Participant's Basic Salary Deferral Account and Company Contributions
      Account shall not be made before the Participant's termination of
      employment.

      (iii) Notwithstanding the provisions of paragraph (a) above, a Participant
      who has not terminated employment with the Company and Affiliated
      Companies may make a new election to defer payment of his or her
      Supplemental Salary Deferral Account, Mandatory Bonus Deferral Account,
      Optional Bonus Deferral Account or Other Deferrals Account to a date later
      than the date any such Account would otherwise have been payable pursuant
      to an existing election; provided, that for any such new election to be
      effective, a full calendar year must pass between the calendar year in
      which the new election is made and the calendar year in which the payment
      under the election being changed was to have been made."

10.   Effective January 1, 2001, Paragraph (c) of Section 4.01 is hereby amended
      to read as follows in its entirety:

      "(c) Except as provided in Section 4.02(c) or Section 4.03, payment of a
      Participant's Accounts payable on account of the Participant's termination
      of employment with the Company and Affiliated Companies shall commence as
      follows:

            (i)   if payment of a Participant's Accounts is to be made in the
                  form of a lump sum, such payment shall be made as soon as
                  administratively practicable after the Participant's
                  termination of employment with the Company and Affiliated
                  Companies or after the first day of the month not later than
                  the tenth calendar year following the Participant's
                  termination of employment specified by the Participant in a
                  form designated by the Plan Administrator for such purpose; or

            (ii)  if payment of a Participant's Accounts is to be made in the
                  form of installments pursuant to the Participant's election in
                  accordance with Section 4.02(b), such payments shall commence
                  as soon as administratively practicable after the January 1
                  not later than the tenth January 1 following the Participant's
                  termination of employment with the Company and Affiliated
                  Companies specified by the Participant in a form designated
                  for such purpose by the Plan Administrator."


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11.   Effective January 1, 2001, Section 4.02(b)(iii) is amended to read as
      follows in its entirety:

     "(iii) If a Participant's total Accounts balance exceeds $25,000, a
            Participant may elect that payment of the Participant's Accounts
            payable on account of such Participant's termination of employment
            with the Company or an Affiliated Company, including Executive
            Incentive Plan transfers, be made in the form of annual cash
            installments for a period of years, not to exceed fifteen, in lieu
            of a single lump sum. A Participant may revoke such election, or may
            designate a different installment period, not to exceed fifteen
            years, by duly completing, executing and filing such election,
            revocation, or change of installment period with the Plan
            Administrator. Such election, or the revocation of such election, or
            the designation of a different installment period, shall be made by
            the Participant on a form designated by the Plan Administrator for
            such purpose; provided, however, for any such election, revocation
            or change of installment period to be effective, a full calendar
            year must pass between the calendar year during which the
            Participant duly makes such election, revocation or change of period
            and the calendar year in which the payment under the election being
            changed was to have been made. If a full calendar year does not pass
            between the calendar year in which the Participant makes the new
            election and the calendar year in which the payment under the
            initial election was to have been made because of the Participant's
            termination of employment as a result of a transaction initiated by
            the Company, such as a sale of corporate assets, the Participant's
            new election shall nevertheless be given effect.

      (iv)  During an installment payment period, the Participant's Accounts
            shall continue to be credited with earnings, gains and losses as
            provided in Section 3.02. The first installment shall be made as
            soon as administratively practicable following the January 1
            coincident with or next following the Participant's termination of
            employment with the Company or an Affiliated Company. Subsequent
            installments, if any, shall be paid as soon as practicable following
            the beginning of the following calendar year and each subsequent
            year of the installment period. The amount of each installment shall
            equal the sum of the balance in the Participant's Accounts as of the
            Valuation Date coincident with or immediately preceding the date of
            such installment's distribution divided by the number of remaining
            installments (including the installment being determined)."

12.   Paragraph (b) of Section 6.03 is hereby amended by inserting the words,
      "Other Deferral Contributions," after the words, "Optional Bonus Deferral
      Contributions,".


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13.   A new Section 6.11 is added to read as follows:

      "ADOPTION BY AFFILIATED COMPANIES

      (a)   Any Affiliated Company may adopt this Plan with the consent of the
            Company. Upon the effective date of the Plan with respect to an
            Affiliated Company that adopts the Plan, such adopting Affiliated
            Company delegates all fiduciary and administrative responsibilities
            (including the appointment and removal of fiduciaries) under the
            Plan to the Company, the Chief Executive Officer of the Company and
            the Plan Administrator of the Plan.

      (b)   Any Affiliated Company that has adopted the Plan may withdraw its
            adoption of the Plan at any time without affecting other
            Participants in the Plan by delivering to the Plan Administrator a
            certified copy of resolutions of the board of directors of the
            Affiliated Company to that effect. The Company may, in its absolute
            discretion, terminate the participation in the Plan of any
            Affiliated Company at any time such Affiliated Company fails to
            discharge its obligations under the Plan.

      (c)   Any grantor trust established pursuant to Section 6.01(b) of the
            Plan may provide that separate sub-trusts shall be created to fund
            the benefits of the Participants of each Affiliated Company that has
            adopted the Plan, that assets held in a sub-trust with respect to
            the obligations of an Affiliated Company shall be available only to
            satisfy the liabilities of such Affiliated Company under the Plan
            and that any assets held in a sub-trust with respect to the
            obligations of an Affiliated Company under the Plan will be subject
            to the claims of only that Affiliated Company's general creditors
            under federal and state law in the event of such Affiliated
            Company's insolvency."

      IN WITNESS WHEREOF, Consolidated Edison Company of New York, Inc. has
caused this instrument to be executed by its duly authorized officer this 27th
day of December, 2000.


                                          By    /s/ Richard P. Cowie
                                                --------------------
                                                Richard P. Cowie
                                                Vice President-Human
                                                Resources and Plan
                                                Administrator


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