CONSOLIDATED EDISON COMPANY OF NEW YORK,INC. BOARD OF TRUSTEES JULY 26, 1994 RESOLVED, That, effective July 26, 1994, the first sentence of Section 8 of the By-Laws be and the same hereby is amended to read as follows: "Section 8. The affairs of the Company shall be managed under the direction of a Board consisting of fourteen Trustees, who shall be elected annually by the stockholders by ballot and shall hold office until their successors are elected and qualified."