Series 1994 B Debentures UNDERWRITING AGREEMENT June 29, 1994 To the Representative Named on the Signature Page Hereof: Dear Sirs: Subject to the terms and conditions stated or incorporated by reference herein, Consolidated Edison Company of New York, Inc. (the "Company") hereby agrees to sell to the Underwriters named in Schedule I hereto (the "Underwriters") and the Underwriters hereby agree to purchase, severally and not jointly, the principal amount set forth opposite their names in Schedule I hereto of the securities specified in Schedule II hereto (the "Designated Securities"). The representative named on the signature page hereof (the "Representative") represents that the Underwriters have authorized the Representative to enter into this Underwriting Agreement and to act hereunder on their behalf. Except as otherwise provided in Schedule II hereto each of the provisions of the Company's Underwriting Agreement Basic Provisions, dated April 16, 1992, as filed as Exhibit 1(b) to Registration Statement No. 33-47261 (the "Basic Provisions"), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Unless otherwise defined herein, terms defined in the Basic Provisions are used herein as therein defined. Payment for the Designated Securities will be made against delivery thereof to the Representative for the accounts of the respective Underwriters at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto. - 2 - If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. By:RAYMOND J. MCCANN Raymond J. McCann Executive Vice President and Chief Financial Officer Confirmed and Accepted as of the date hereof on behalf of itself and each other Underwriter, if any: LEHMAN BROTHERS INC. By:PAUL R. FOSSATI Paul R. Fossati Attorney-in-Fact SCHEDULE I Principal Amount of Designated Securities Underwriter to be Purchased Lehman Brothers Inc. . . . . . . . $150,000,000 Total. . . . . . . . . . . . $150,000,000 SCHEDULE II Title of Designated Securities: Floating Rate Debentures, Series 1994 B Aggregate principal amount: $150,000,000. Price to Public: Initially 99.9452% of the principal amount of the Designated Securities, plus accrued interest, if any, from July 6, 1994 to the date of delivery, thereafter at market prices prevailing at the time of sale or at negotiated prices. Purchase Price by Underwriters: 99.4952% of the principal amount of the Designated Securities, plus accrued interest, if any, from July 6, 1994 to the date of delivery. Specified funds for, and manner of, payment of purchase price: Federal Reserve Bank check or checks payable in immediately available funds to the order of "Consolidated Edison Company of New York, Inc." Indenture: Indenture, dated as of December 1, 1990, between the Company and The Chase Manhattan Bank (National Association), as Trustee. Maturity: July 1, 1999. Interest Rate: As set forth in the prospectus supplement, dated June 29, 1994, for the Designated Securities (the "Prospectus Supplement") to the prospectus, dated May 11, 1993 (the "Prospectus") filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(2) under the Securities Exchange Act of 1934, as amended, as part of the Company's Registration Statement on Form S-3 (No. 33-62266; declared effective by the SEC on May 11, 1993). - 2 - Interest Payment Dates: As set forth in the Prospectus Supplement. Redemption Provisions: As set forth in the Prospectus Supplement. Sinking Fund Provisions: None. Time of Delivery: 10:00 a.m., on July 6, 1994. Closing Location: Room 1810-S at the Company, 4 Irving Place, New York, NY 10003. Information furnished by or on behalf of the Underwriters for use in the Prospectus for the Designated Securities: 1. The paragraph regarding stabilization on page 2 of the Prospectus. 2. The final paragraph of the front cover of the Prospectus Supplement. 3. The second and third paragraphs of the section entitled "Underwriting" on page S-5 of the Prospectus Supplement. Address of Representative: Lehman Brothers Inc. 3 World Financial Center New York, New York 10285 Attention: James C. Penrose Captions in the Prospectus referred to in Section 6(c)(xi) of the Basic Provisions: Description of Securities Description of Debentures - 3 - Modifications of Basic Provisions: 1. Delete Section 3 of the Basic Provisions in its entirety and substitute the following: "One or more Global Securities (as defined in the Indenture specified in the Underwriting agreement) for the Designated Securities in the aggregate principal amount of the Designated Securities shall be registered in the name of Cede & Co. and delivered to The Depository Trust Company with instructions to credit the Designated Securities to the account of, or as otherwise instructed by, the Representative against payment by the Representative of the purchase price therefor in the amount, the funds and manner specified in the Underwriting Agreement, at the place, time and date specified in the Underwriting Agreement or at such other place, time and date as the Representative and the Company may agree in writing, said time and date being herein referred to as the "Time of Delivery" for said Designated Securities. 2. Delete Section 6(c)(ii) of the Basic Provisions in its entirety and substitute the following: "(ii) The Company has authorized equity capitalization as set forth in the Prospectus;" 3. In Section 7(a) of the Basic Provisions insert "promptly as such expenses are incurred" immediately before the phrase "; provided, however,". Other: None.