Item 5.02        Departure of Directors or Principal Officers; Election of Directors;
                 Appointment of Principal Officers


On November 19, 2020, the Board of Directors of Con Edison (the "Board of
Directors") and the Board of Trustees of Con Edison of New York (the "Board of
Trustees" and, together with the Board of Directors, the "Boards") each elected
Ms. Karol Mason and Dr. Dwight McBride as members of the Boards, effective
January 1, 2021. Ms. Mason was appointed to the Corporate Governance and
Nominating Committees and the Safety, Environment, Operations and Sustainability
Committees of the Boards. Dr. McBride was appointed to the Management,
Development and Compensation Committees and the Safety, Environment, Operations
and Sustainability Committees of the Boards. Ms. Mason is President of the John
Jay College of Criminal Justice. Dr. McBride is President of the New School. Ms.
Mason and Dr. McBride will each participate in the compensation arrangements
described under "Director Compensation" in Con Edison's proxy statement for its
2020 annual meeting of stockholders (filed with the Securities and Exchange
Commission on April 6, 2020).

As reported in the Current Report on Form 8-K dated September 17, 2020 filed by
Con Edison and Con Edison of New York, Timothy Cawley will succeed John McAvoy
as President and Chief Executive Officer of Con Edison and Chief Executive
Officer of Con Edison of New York and Mr. McAvoy will continue to serve as
Chairman of the Boards.

On November 19, 2020, the Boards appointed Mr. Cawley as a member of each board effective December 29, 2020.



On November 19, 2020, Mr. Cawley agreed to and accepted an employment offer
letter from Con Edison ("Offer Letter") pursuant to which he will assume the
position of President and Chief Executive Officer of Con Edison effective
December 29, 2020 (the day following Mr. McAvoy's retirement as an employee) and
will:
•receive an initial base salary of $1,250,000;
•continue to participate in the company's annual incentive plan, with a 2021
target bonus opportunity of 125% of base salary and a maximum bonus opportunity
of 200% of base salary;
•continue to participate in the company's long-term incentive plan, with a
long-term incentive opportunity to be determined by the Management Development
and Compensation Committee of the Board of Directors; and
•continue to be eligible to participate in the other benefit plans, practices,
policies and programs generally available to the company's senior executive
officers.

The foregoing summary of the Offer Letter does not purport to be complete and is
qualified in its entirety by reference to the Offer Letter which is filed hereto
as Exhibit 10 and is incorporated herein by reference.


Item 8.01   Other Events



On November 19, 2020, the New York State Public Service Commission ("NYSPSC")
issued two separate orders in its proceedings investigating: (1) the New York
utilities' preparation for and response to Tropical Storm Isaias and the
resulting power outages in August 2020 and (2) the July 2019 power outages on
the west side of Manhattan and in the Flatbush area of Brooklyn.

The NYSPSC's order pertaining to Tropical Storm Isaias indicated, among other
things, that CECONY and Orange and Rockland Utilities, Inc. ("O&R," and together
with CECONY, the "Utilities") are ordered to show cause within 30 days of the
issuance of the order (i.e., by December 21, 2020) why (i) civil penalties or
appropriate injunctive relief should not be imposed against CECONY (in the
amount of up to $102.3 million relating to 33 alleged violations, which CECONY
expects to dispute) and against O&R (in the amount of up to $19 million relating
to 38 alleged violations, which O&R expects to dispute) to remedy such
noncompliance, and (ii) a prudence proceeding should not be commenced against
the Utilities for potentially imprudent expenditures of ratepayer funds related
to the matter. The order stated that given the continuing nature of the
investigation of this matter by the New York State Department of Public Service
("NYSDPS"), the NYSPSC may amend the order to include any subsequently
determined apparent violations identified by the NYSDPS. In addition, the order
indicated that should the NYSPSC confirm some or all of the apparent violations
identified in the order or other orders issued
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by the NYSPSC in the future in connection with this proceeding, and should such
respective confirmed violations be classified as findings of repeated violations
of the Public Service Law ("PSL") or rules or regulations adopted pursuant
thereto that demonstrate a failure of CECONY and/or O&R to continue to provide
safe and adequate service, the NYSPSC would be authorized to commence a
proceeding under PSL section 68(2) to revoke or modify CECONY's and/or O&R's
certificate as it relates to its service territory or any portion thereof. The
Utilities have not accrued a liability related to this matter and are unable to
determine the outcome of this proceeding at this time.

The NYSPSC's order pertaining to the July 2019 power outages indicated, among
other things, that CECONY is ordered to show cause within 30 days of the
issuance of the order (i.e., by December 21, 2020) why the NYSPSC should not
commence a review of the prudency of CECONY's actions and/or omissions prior to,
during, and after the July 2019 outages in Manhattan and Brooklyn, and pursue
civil or administrative penalties in the amount of up to $24.8 million for
CECONY's alleged failure to comply with certain requirements, which CECONY
expects to dispute. The order further indicated that should the NYSPSC confirm
some or all of the apparent violations identified in the order or other orders
issued by the NYSPSC in the future in connection with this proceeding, and
should such confirmed violations be classified as findings of repeated
violations of the Public Service Law or rules or regulations adopted pursuant
thereto that demonstrate a failure of CECONY to continue to provide safe and
adequate service, the NYSPSC would be authorized to commence a proceeding under
PSL section 68(2) to revoke or modify CECONY's certificate as it relates to its
service territory or any portion thereof. CECONY has previously recorded
negative revenue adjustments of $15 million related to the July 2019 power
outages. CECONY is unable to determine the outcome of this proceeding at this
time.

The information in this Current Report on Form 8-K includes forward-looking
statements. Forward-looking statements reflect information available and
assumptions at the time the statements are made, and accordingly speak only as
of that time. Actual results or developments might differ materially from those
included in the forward-looking statements because of various factors including,
but not limited to, those identified in reports Con Edison and CECONY have filed
with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits.


  Exhibit 10                 Consolidated Edison, Inc. employment offer for Timothy Cawley, dated
                             November 19, 2020
  Exhibit     9    9         Press Release, dated November 20, 2020
Exhibit 104                  Cover Page Interactive Data File (embedded

within the inline XBRL document)


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