Common use of Modification of Basic Provisions Clause in Contracts

Modification of Basic Provisions. 1. The words “Representative” and “Representatives” shall be deemed to be the word “Underwriter” and reference to “Underwriters” shall be revised as appropriate in the particular context to be a reference to the single Underwriter. 2. At the end of the first sentence of subparagraph (k) of Section 1, add the words “provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings “Notice to Investors—European Economic Area” and “Notice to Investors—United Kingdom”. 3. In subparagraph (a) of Section 2 of the Basic Provisions, delete the words “including the pricing term sheet for the Designated Securities,”. No Permitted Free Writing Prospectus will be prepared. 4. With respect to subparagraph (b) of Section 2 of the Basic Provisions, the Company will not prepare a pricing term sheet. 5. After the word “Prospectus” in Section 6(c)(ii), add the words “and all of the issued Designated Securities ($.10 par value) of the Company have been duly and validly authorized and issued and are fully paid and non-assessable”. 6. In subparagraph 6(c)(vi), delete the word “nor” and insert the word “not”. 7. In subparagraph 6(c)(ix), delete the words “and any Permitted Free Writing Prospectus”. 8. In subparagraph 6(c)(xi), after the words “referred to therein” insert the words “and New York Business Law applicable to the Designated Securities”. 9. In subparagraph 6(c)(xii), delete the words “capital stock” and insert the words “common stock”. 10. In subparagraph (e) of Section 6 of the Basic Provisions, add “business prospects” before “general affairs”. 11. Add to subparagraph (g) (iii) of Section 6 of the Basic Provisions the words “or crisis” after the word “calamity”. 12. Add the following subparagraph to Section 6 of the Basic Provisions after subparagraph (i):

Modification of Basic Provisions. 1. The words “Representative” and “Representatives” shall be deemed to be the word “Underwriter” and reference references to “Underwriters” shall be revised as appropriate in the particular context to be a reference to the single Underwriter. 2. At In the end second sentence of the first sentence third paragraph of subparagraph (k) of Section 1, the Basic Provisions delete the work “electronic” prior to the word “delivery” and add the words “provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings or communication” immediately following “Notice to Investors—European Economic Area” and “Notice to Investors—United Kingdomdelivery”. 3. In the second sentence of subparagraph (a) of Section 2 1 of the Basic Provisions, Provisions delete the words word “including of” after the pricing term sheet for the Designated Securities,word “Act”. No Permitted Free Writing Prospectus will be prepared. 4. With respect to In subparagraph (be) of Section 2 1 of the Basic Provisions, Provisions delete the Company will not prepare parenthetical “(a pricing term sheet“Material Adverse Effect”)”. 5. After In subparagraph (l) of Section 1 of the Basic Provisions add the parenthetical “(a “Material Adverse Effect”)” after the word “Prospectuswhole” in Section 6(c)(ii), add and before the words word “and all of the issued Designated Securities ($.10 par value) of the Company have been duly and validly authorized and issued and are fully paid and non-assessableand”. 6. In Section 1 of the Basic Provisions add after subparagraph 6(c)(vi)(s) “(t) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, delete (ii) transactions are recorded as necessary to permit preparation of its financial statements in conformity with generally accepted accounting principles and to maintain accountability for its assets, (iii) access to its assets is permitted only in accordance with management’s general or specific authorization and (iv) the word “norrecorded accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.” The Company maintains disclosure controls and insert procedures to provide reasonable assurance that the word “not”information required to be disclosed by the Company in the reports that it submits to the Commission is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. 7. In subparagraph 6(c)(ix), delete the words “and any Permitted Free Writing Prospectus”. 8. In subparagraph 6(c)(xi), after the words “referred to therein” insert the words “and New York Business Law applicable to the Designated Securities”. 9. In subparagraph 6(c)(xii), delete the words “capital stock” and insert the words “common stock”. 10. In subparagraph (e) of Section 6 of the Basic Provisions, add “business prospects” before “general affairs”. 118. Add to subparagraph (g) (iii) of Section 6 of the Basic Provisions the words “or crisis” after the word “calamity”. 129. Add the following subparagraph to Section 6 of the Basic Provisions after subparagraph (i):);

Modification of Basic Provisions. 1. The words “Representative” and “Representatives” shall be deemed to be the word “Underwriter” and reference to “Underwriters” shall be revised as appropriate in the particular context to be a reference to the single Underwriter. 2. At the end of the first sentence of subparagraph (k) of Section 1, add the words “provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings “Notice to Investors—European Economic Area” and “Notice to Investors—United Kingdom”. 3. In subparagraph (l) of Section 1 of the Basic Provisions, delete the word “would” before the word “individually” and after the word “aggregate”, add “, could reasonably be expected to”. 4. In subparagraph (a) of Section 2 of the Basic Provisions, delete the words “including the pricing term sheet for the Designated Securities,”. No Permitted Free Writing Prospectus will be prepared. 45. With respect to subparagraph (b) of Section 2 of the Basic Provisions, the Company will not prepare a pricing term sheet. 56. After the words “Legal Services of” in Section 6(c), delete the words “the Company” and insert the words “either of Con Edison or Con Edison of New York”. 7. After the word “Prospectus” in Section 6(c)(ii), add the words “and all of the issued Designated Securities ($.10 par value) of the Company have been duly and validly authorized and issued and are fully paid and non-assessable”. 68. In subparagraph 6(c)(vi), delete the word “nor” and insert the word “not”. 79. In subparagraph 6(c)(ix), delete the words “and any Permitted Free Writing Prospectus”. 810. In subparagraph 6(c)(xi), after the words “referred to therein” insert the words “and New York Business Corporation Law applicable to the Designated Securities”. 911. In subparagraph 6(c)(xii), delete the words “capital stock” and insert the words “common stock”. 1012. In subparagraph (e) of Section 6 of the Basic Provisions, add “business prospects” before “general affairs”. 1113. Add to subparagraph (g) (iii) of Section 6 of the Basic Provisions the words “or crisis” after the word “calamity”. 1214. Add the following subparagraph to Section 6 of the Basic Provisions after subparagraph (i):