ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective February 1, 2009, John D. McMahon, currently President and Chief Executive Officer of Orange and Rockland Utilities, Inc., will transfer to become Executive Vice President of Consolidated Edison Company of New York, Inc. In this new position, Mr. McMahon will be responsible for Regulatory Services and Energy Efficiency Programs and for overseeing the General Counsel's office.

- 2 -

---