EXTENSION AGREEMENT

Exhibit 10.2

EXTENSION AGREEMENT

Bank of America, N.A.
as Administrative Agent
under the Credit Agreement
referred to below

Ladies and Gentlemen:

The undersigned hereby agree to extend, effective March 27, 2024, the Termination Date under the Credit Agreement dated as of March 27, 2023 (as further amended from time to time, the “Credit Agreement”) among Consolidated Edison Company of New York, Inc., Consolidated Edison, Inc. Orange and Rockland Utilities, Inc., the Lenders party thereto and Bank of America, N.A., as Administrative Agent, for one year to March 27, 2029, and by their acceptance hereof, the Borrowers hereby confirm that the conditions set forth in Section 2.19(b)(i) and (ii) of the Credit Agreement are satisfied as to such extension. Terms defined in the Credit Agreement are used herein with the same meaning.

By executing this Extension Agreement, the undersigned Lenders (which constitute the Required Lenders under the Credit Agreement) also agree to waive the requirement in Section 2.19(a) of the Credit Agreement requiring (a) the extension contemplated herein to be requested no earlier than on or after the first anniversary of the Effective Date (such request date, the “Extension Request Date”), and (b) not less than 30 days written notice to be provided to the Administrative Agent following the Extension Request Date before the extension contemplated herein can take effect.

This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.

Agreed and accepted:
CONSOLIDATED EDISON COMPANY OF
NEW YORK, INC.
By:		/s/ Xxxxxx Xxxxxxx

Name:		Xxxxxx Xxxxxxx
Title:		Vice President and Treasurer
CONSOLIDATED EDISON, INC.

By: /s/ Xxxxxx Xxxxxxx

Name:		Xxxxxx Xxxxxxx
Title:		Vice President and Treasurer
ORANGE AND ROCKLAND UTILITIES,
INC.

By: /s/ Xxxxxx Xxxxxxx

Name:		Xxxxxx Xxxxxxx
Title:		Vice President and Treasurer

[Signature Page to Extension Agreement]

BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
BANK OF AMERICA, N.A., as Lender
By:		/s/ Xxxxxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxxxxx X. Xxxxxxxx
		Title:		Director

[Signature Page to Extension Agreement]

Barclays Bank PLC, as Lender
By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title:  Director

[Signature Page to Extension Agreement]

Citibank, N.A., as Lender
By:		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President

[Signature Page to Extension Agreement]

JPMorgan Chase Bank, N.A., as Lender
By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title:  Vice President

[Signature Page to Extension Agreement]

Mizuho Bank, Ltd., as Lender
By:		/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title:  Authorized Signatory

[Signature Page to Extension Agreement]

Xxxxx Fargo Bank, National Association, as Lender
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Managing Director

[Signature Page to Extension Agreement]

KeyBank National Association, as Lender
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Senior Vice President

[Signature Page to Extension Agreement]

Sumitomo Mitsui Banking Corporation, as Lender
By:		/s/ Xxxxxx Xxxxxxxx
		Name:		Xxxxxx Xxxxxxxx
		Title:		Executive Director

[Signature Page to Extension Agreement]

The Bank of New York Mellon, as Lender
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Vice President

[Signature Page to Extension Agreement]

The Bank of Nova Scotia, as Lender
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Director

[Signature Page to Extension Agreement]

Canadian Imperial Bank of Commerce, New York Branch, as Lender
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Managing Director

[Signature Page to Extension Agreement]

PNC BANK, NATIONAL ASSOCIATION, as Lender
By:		/s/ Xxxx Xxxxxxxxxxx
		Name:		Xxxx Xxxxxxxxxxx
		Title:		Vice President

[Signature Page to Extension Agreement]

TD Bank, N.A., as Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Senior Vice President

[Signature Page to Extension Agreement]

U.S. Bank National Association, as Lender
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Senior Vice President

[Signature Page to Extension Agreement]

The Northern Trust Company, as Lender
By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Senior Vice President

[Signature Page to Extension Agreement]