THE CONSOLIDATED EDISON, INC.
STOCK PURCHASE PLAN
As Amended and Restated Effective April 20, 2000
203530
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THE CONSOLIDATED EDISON, INC.
STOCK PURCHASE PLAN
Table of Contents
Article Title
Page
1. Definitions......................................................1
2. Maximum Employee Investment......................................4
3. Means of Payment of Employee Contributions.......................5
4. Employer Contributions...........................................7
5. Purchase of Shares...............................................8
6. Custody of Shares; Distributions from Accounts...................9
7. Termination of Status as Employee; Leave of Absence.............11
8. Stock Dividends and Stock Splits; Rights Offerings; Other Non-Cash
Distributions...................................................12
9. Voting of Shares................................................13
10. Termination and Modification; Responsibility of
Company and Plan Director .....................................14
11. Administration, Operation and General Provisions................15
Appendix A - Employer Contributions
Appendix B - Employer and Participating Employers
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Article 1. Definitions.
(a) "Account" means a custodian account established with the Agent to
hold Shares purchased under the Plan, and any Shares transferred to
such Account pursuant to Article 11, beneficially owned by an
Employee. Such Account shall be an individual Account unless such
Employee shall designate in writing that it shall be a joint Account,
in which case it shall be a joint Account of such Employee and such
other person as such Employee shall have designated. A joint Account
may be converted to an individual Account of an Employee who is joint
holder of such Account, upon written request signed by such Employee
and the other joint holder of such Account. Any transfer taxes
payable in connection with a change from individual to joint Account
or vice versa will be the responsibility of the Employee. An Employee
may not have more than one Account, except that two Employees, each
having an Account, may hold one or both of such Accounts jointly. All
distributions from a joint Account, whether of cash or Shares, shall
be made jointly to the Employee and the other holder of such joint
Account. All references in this Plan to distributions to an Employee
shall in the case of a joint Account be subject to the preceding
sentence. Ineligibility of an Employee to make investments under the
Plan shall render the other holder of a joint Account with such
Employee likewise ineligible to make investments through such
Account.
(b) "Affiliate" means any company which is a member of a controlled group of
corporations (as defined in Section 414(b) of the Code) which also includes
as a member the Company; any trade or business under common control (as
defined in Section 414(c) of the Code) with the Company; any organization
(whether or not incorporated) which is a member of an affiliated service
group (as defined in Section 414(m) of the Code) which includes the
Company; and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(o) of the Code.
(c) "Agent" means State Street Bank and Trust Company or a successor or
successors designated by the Board to serve as Agent under this Plan.
(d) "Anniversary Date" for any Share or fractional Share held in an
Account shall mean the first day of the thirteenth month next
following the Purchase Period during which such Share or fractional
Share was purchased for such Account.
(e) "Basic Rate of Pay" means in respect of a particular Purchase Period:
(i) In the case of an Employee compensated on an hourly basis, 40
times his or her basic hourly rate in effect at the beginning
of such Purchase Period;
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(ii) In the case of an Employee compensated on a monthly basis, his
or her basic annual rate in effect at the beginning of such
Purchase Period, divided by 12; and
(iii) In the case of an Employee compensated on a semi-monthly basis,
his or her basic annual rate in effect at the beginning of such
Purchase Period, divided by 24.
(f) "Board of Directors" means the Board of Directors of the Company.
(g) "Board of Trustees" means the Board of Trustees of the Employer.
(h) "Company" means Consolidated Edison, Inc.
(i) "Effective Date" means April 20, 2000.
(j) "Employee" means any person employed by the Employer or a
Participating Employer who has attained regular status as an active
employee or who has completed three months of the "on trial" or
"probationary" period as of the beginning of a Purchase Period. For
purposes of this Plan only, "Employee" shall also include a person
who is a member of the Board of Directors of the Company, the Board
of Trustees of the Employer, and, if applicable, the board of
directors of a Participating Employer and not otherwise an Employee.
Employee also means a duly elected or appointed officer of the
Company, the Employer or a Participating Employer.
(k) "Employer" means Consolidated Edison Company of New York, Inc.
(l) "Investment Funds" means all funds received by the Agent pursuant to
Articles 3(a), 3(b), 4(a), 4(b), and 4(c), plus the amount of all
cash dividends received by the Agent, other than dividends which are
to be distributed to Employees in accordance with instructions
pursuant to Article 3(c).
(m) "Participating Employer" means an Affiliate which, with the approval
of the Board of Directors, has adopted the Plan for its Employees.
(n) "Plan" means the Consolidated Edison Inc. Stock Purchase
Plan, as now or hereafter in effect.
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(o) "Plan Director" means the Vice President - Human Resources of the
Employer or such other person or persons as may from time to time be
designated by the Company or the Chief Executive Officer of the
Employer to act as such Plan Director in respect of the Plan. The
Plan Director shall serve as such without compensation and at the
discretion of the Company or the Chief Executive Officer of the
Employer.
(p) "Purchase Period" means a calendar month.
(q) "Shares" means shares of Common Stock of the Company and includes
both full and fractional Shares unless otherwise specified.
(r) "Share Price" for any Purchase Period means the average cost,
exclusive of brokerage commissions and other expenses of purchase, of
all Shares purchased by the Agent pursuant to Article 5 during such
Purchase Period.
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Article 2. Maximum Employee Investment.
(a) With respect to a particular Purchase Period, and subject to Article
6(e), an Employee may invest in the purchase of Shares pursuant to
the Plan an amount not in excess of 20% of such Employee's Basic Rate
of Pay, multiplied by the number of pay periods of such Employee
ending within such Purchase Period; provided, however, that an
Employee may not invest more than $25,000 pursuant to the Plan during
any calendar year; and provided further than an Employee who is a
member of the Board of Directors or Board of Trustees or board of
directors of a Participating Employer and who is not otherwise an
Employee may invest up to $1,000 in each Purchase Period; and
provided further that amounts invested pursuant to Article 3(c) shall
not be subject to such limits.
(b) If at any time it is discovered that an Employee has invested in any
Purchase Period an amount in excess of the maximum investment
permitted by this Article 2 for such Employee in such Purchase
Period, then the maximum investment permitted for such Employee shall
thereafter be reduced by subtracting the amount of such excess from
the maximum amount which such Employee would otherwise be permitted
to invest in the Purchase Period or Periods next following such
discovery, until the aggregate of such reductions shall equal the
amount of such excess. In any such case the Employee involved shall
be notified by the Plan Director and requested to appropriately
restrict or suspend his or her investments under the Plan during such
Purchase Period or Periods. If an Employee repeatedly exceeds the
limitations of this Article 2, the Plan Director may, in his or her
sole discretion, suspend the eligibility of such Employee for such
period as the Plan Director, in his or her sole discretion, may
determine. Any such suspension shall have the same effect as a period
of ineligibility pursuant to Article 6(e).
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Article 3. Means of Payment of Employee Contributions.
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Subject to the limitations of Article 2, an Employee may provide funds for
the purchase of Shares under the Plan by any one or more of the following
methods:
(a) Payroll deductions. On a form provided by the Employer or a Participating
------------------- Employer, or in some other means as authorized by the
Plan Director, an Employee may authorize payroll deductions to be made
which are not less than $2.00 per week for weekly-paid Employees, $5.00 per
pay period for semi-monthly-paid Employees or $10.00 per month for
monthly-paid Employees, but in no case more than 20% of such Employee's
Basic Rate of Pay. Payroll deductions shall commence with respect to the
first Purchase Period ending in the first calendar month beginning not less
than 15 days after receipt by the Employer, Participating Employer or Agent
of the payroll deduction authorization. Payroll deductions shall continue
for successive Purchase Periods until such Employee instructs the Employer,
Participating Employer or Agent to make no further deductions or until such
Employee's participation in the Plan shall be suspended under the
provisions of Articles 2(b), 6(e) or 7(b), or until his or her status as an
Employee ceases, whichever shall first occur. An Employee may change the
rate of or terminate his or her payroll deductions, but no such change or
termination shall be effective until the first Purchase Period beginning
not less than 15 days after receipt by the Employer, or Participating
Employer or Agent of a new authorization to terminate such deductions. The
Employer and any Participating Employer shall pay over the amount of each
payroll deduction so authorized to the Agent, for the Account of the
Employee, within five business days after the date such amount would
otherwise have been payable to such Employee.
(b) Cash Payments. From time to time, but not more frequently than once during
-------------- each Purchase Period, an Employee may deliver to the Agent a
money order or a check acceptable to, and payable to the order of, the
Agent, in an amount in each case not less than $10.00, together with a
direction, on a form provided by the Employer, Participating Employer or
the Agent, to purchase Shares pursuant to the Plan. If such money order or
check shall prove uncollectible, the Agent shall notify the Employee and
allow the Employee 15 days to substitute a collectible money order or
check, failing which the Agent shall be authorized to sell sufficient
Shares from such Employee's Account to pay, net of the expenses of sale,
the uncollected amount. The aggregate amount so delivered by an Employee
during any Purchase Period may not exceed $1,000.00.
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(c) Dividend Reinvestment. Unless the Employee otherwise instructs the
Agent, the Agent shall apply dividends received with respect to
Shares held in his or her Account to the purchase of additional
Shares. However, the Employee may instruct the Agent to distribute to
the Employee any such dividends received by the Agent for which the
record date has not occurred prior to the Agent's receipt of such
instructions. Any dividends covered by such instructions shall be
distributed by the Agent to such Employee as promptly as practicable.
Such instructions shall be revocable by the Employee, effective with
respect to any dividends for which the record date has not occurred
prior to the Agent's receipt of such revocation.
(d) No Interest. There shall be no payment or accrual of interest in
respect of payments under the foregoing Articles 3(a), (b) and (c),
while held by the Employer, any Participating Employer or the Agent,
or otherwise.
(e) Automated Telephone System. The Agent's automated telephone voice
response system enables Employees to access account information and
authorize transactions over the telephone twenty-four (24) hours a
day and generally replaces, other than the initial enrollment form,
all written authorization forms.
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Article 4. Employer Contributions.
The Employer and any Participating Employer shall separately determine,
in its sole and absolute discretion, whether to make contributions on behalf
of its Employees who participate in the Plan. If the Employer or a
Participating Employer decides to make contributions on behalf of its
Employees, Appendix "A", attached and incorporated herein as part of the
Plan, shall provide the terms and conditions for such contributions made by
the Employer and any Participating Employer.
Appendix B, attached and incorporated herein as part of the Plan, sets
forth a list of the Employer and Participating Employers and states whether
the Employer or Participating Employer has determined to make contributions
on behalf of its Employees.
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Article 5. Purchase of Shares.
(a) As and when Investment Funds are received by it, the Agent shall
promptly apply the same to the purchase, in one or more transactions,
of the maximum number of whole Shares obtainable at then prevailing
prices, exclusive of brokerage commissions and other expenses of
purchase. Such purchases may be made on any securities exchange where
Shares are traded, in the over-the-counter market, or in negotiated
transactions, and may be on such terms as to price, delivery and
otherwise as the Agent may determine to be in the best interest of
the Employees participating in the Plan. The Agent shall complete
such purchases as soon as practical after receipt of such funds,
having due regard for any applicable requirements of law affecting
the timing or manner of such purchases.
(b) If, for any reason, the Agent is unable, on or before the last day of
any Purchase Period, to apply, pursuant to Article 5(a), all
Investment Funds received by it during such Purchase Period, then any
such Investment Funds remaining in any Account at the end of such
Purchase shall be held by the Agent and applied as soon as practical
in a subsequent Purchase Period or Periods as provided in Article
5(a).
(c) Notwithstanding Article 5(b), an Employee may at any time elect to
instruct the Agent to promptly return any Investment Funds held by
the Agent for such Employee's Account as of the end of the current
month which have not been applied pursuant to Article 5(a), except
that if such instructions are received by the Agent less than 10 days
before the end of the current month, the Agent shall return any such
unapplied funds remaining in such Account as of the end of the next
succeeding month. In such case, funds contributed by the Employee
pursuant to Article 3 shall be returned to the Employee and funds, if
applicable, contributed by the Employer or Participating Employer
pursuant to Article 4 shall be returned to the Employer or
Participating Employer.
(d) Promptly after the end of each Purchase Period, the Agent shall
compute the Share Price for such Purchase Period and shall allocate
the Shares purchased during such Purchase Period among the
Employees' Accounts by allocating to each Account the number of full
and fractional shares obtained by dividing the Share Price for such
Purchase Period into the amount of Investment Funds applied for such
Account during such Purchase Period pursuant to Articles 5(a) and
5(b).
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Article 6. Custody of Shares; Distributions from Accounts.
(a) The Shares purchased under the Plan shall be held in the name and custody
of the Agent or a nominee. Promptly after the end of each Purchase Period
the Agent shall mail a statement of account to each participating Employee,
showing (i) the number and (ii) Share Price of any additional Shares
purchased and allocated to such Employee's Account with respect to such
Purchase Period, (iii) the total amount of Investment Funds applied to the
purchase of Shares for such Account during such Period (i.e., the product
of items (i) and (ii)), (iv) the amount of any Investment Funds held in
such Account for investment during subsequent Purchase Periods pursuant to
Article 5(b), (v) the aggregate number of Shares held in such Account as of
the end of such Purchase Period, (vi) the number of Shares distributed or
sold from such Account during such Purchase Period pursuant to Article
6(b), and (vii) if applicable, the aggregate number of such Shares for
which the Anniversary Date will have occurred as of the date immediately
after the end of such Purchase Period.
(b) An Employee may at any time direct that:
(i) Certificates for some or all of the full Shares in his
or her Account be distributed to such Employee; or
(ii) Some or all of the Shares in his or her Account, both full
Shares and any fractional Share, be sold, and the resulting
cash proceeds distributed to such Employee.
In any such event, promptly after receipt of such direction by the
Agent, such distribution, or sale and distribution, shall be made by
the Agent, whose judgment as to the terms of any such sale shall be
conclusive and binding. All cash distributions, whether in respect
of sales of full Shares or fractional Shares, shall be net of any
brokerage commissions, transfer taxes and service charges incurred
in connection with such sales.
(c) No Shares held in an Account may be assigned, pledged or
hypothecated prior to distribution from such Account of the related
Share certificates. Neither may any interest of an Employee in or
under the Plan be assigned, pledged or hypothecated.
(d) Subject to Article 1(a), all Share certificates distributed pursuant
to this Article 6 shall be in the name of the respective Employee.
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(e) Subject to Article 11(c), an Employee participating in the Plan shall at
all times have the right to have all of the Shares in his or her Account
distributed or sold in accordance with Article 6(b). However, if an
Employee shall direct that a Share or fractional Share in his or her
Account be so distributed or sold prior to the Anniversary Date of such
Share or fractional Share, such Employee shall thereafter be ineligible
(effective as of the first day of the Purchase Period next succeeding such
distribution or sale) to make further investments under the Plan until the
Anniversary Date of the most recently acquired Share or fractional Share
sold or distributed from such Employee's Account pursuant to Article 6(b)
shall occur. In the event of such ineligibility:
(i) Any authorization for payroll deductions given by such
Employee pursuant to Article 3(a) shall thereupon be revoked,
such Employee shall be deemed to have given instructions to
distribute dividends pursuant to Article 3(c), any Investment
Funds held in such Employee's Account shall be distributed in
the manner provided in case of an instruction pursuant to
Article 5(c), and no further contributions pursuant to Article
3(b) shall be accepted during such ineligibility.
(ii) Any full or fractional Shares remaining in such Employee's
Account shall remain in such Account unless and until disposed
of in accordance with Article 6(b), 7(a) or 11(c).
(iii) The Employee may conclusively rely on the statement furnished
by the Agent pursuant to Article 6(a), for the purpose of
determining the number of Shares in such Employee's Account
for which the Anniversary Date has occurred. Any direction for
the sale or distribution of Shares pursuant to Article 6(b)
shall be satisfied first from those Shares in such Account for
which the Anniversary Date has at the time occurred, unless
the Employee otherwise expressly directs. Upon application by
an Employee, the Plan Director may, for good cause shown,
waive all or any part of any period of ineligibility which
would otherwise result under this Article 6(e) from a sale or
distribution of a specified Share or Shares from such
Employee's Account. Such waiver shall be within the sole
discretion of the Plan Director, whose decision on any such
application shall be final.
(iv) The concept of "Anniversary Date" shall only apply to Shares
of those Employees of the Employer and of any Participating
Employer who has determined to make contributions on behalf of
its Employees.
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Article 7. Termination of Status as Employee; Leave of Absence.
(a) Subject to Article 1(a), when an Employee's status as an Employee
ceases, any fractional Share in such Employee's Account shall be sold
and the proceeds thereof, together with all full Shares in such
Employee's Account, shall be distributed to such Employee (or in the
event of death or disability, to his or her legal representatives),
without the necessity of any request by or on behalf of the Employee
under Article 6(b), as promptly as practicable after receipt by the
Agent of notice of such change of status, unless the Agent receives,
within thirty days after such change of status and prior to any such
distribution, an election by such former Employee (or his or her
legal representatives as aforesaid), to have such full Shares sold
and the resulting cash proceeds distributed. The judgment of the
Agent as to the terms of any such sale shall be conclusive and
binding. All cash distributions, whether in respect of sale of full
Shares or fractional Shares, shall be net of any brokerage or
commissions, transfer taxes, and service charges incurred in
connection with such sales. Any Investment Funds held in such
Employee's Account shall be distributed in the manner provided in
case of an instruction pursuant to Article 5(c).
(b) An Employee on an unpaid leave of absence shall be ineligible
(effective as of the first day of the first Purchase Period beginning
during such an unpaid leave of absence) to make further investments
under the Plan until the termination of such an unpaid leave of
absence. Such ineligibility shall have the same effects as a period
of ineligibility arising under Article 6(e).
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Article 8. Stock Dividends and Stock Splits; Rights Offerings;
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Other Non-Cash Distributions.
(a) Any Shares received as stock dividends or split shares distributed by the
Company on full or fractional Shares held in the Plan for an Employee will
be credited to the Employee's Account. The Anniversary Date of any Share so
received shall be that of the Share in respect of which it shall be
received.
(b) If the Company should determine to offer securities through the issuance of
rights to subscribe, warrants representing the rights on all Shares
registered in the name of the Agent (or a nominee) will be issued to the
Agent. Except as provided in the last three sentences of this Article 8(b),
the Agent shall sell such rights and distribute the proceeds among the
Employees in proportion to the full and fractional Shares held in each
Employee's Account on the record date for such rights. Any Employee who
wishes to exercise subscription rights on his or her Plan Shares shall,
prior to the record date for any such rights, advise the Agent of such
desire and make arrangements, satisfactory to the Company and the Agent, to
provide the Agent with funds to exercise such rights. Any Shares so
purchased shall be added to such Employee's Account and any other
securities so purchased shall be delivered to such Employee. No
contribution shall be made under the Plan by the Employer or a
Participating Employer in connection with any such exercise of rights.
(c) Any non-cash distribution which the Company may make in respect of Shares
held by the Agent for the Accounts of Employees, except a distribution
subject to Articles 8(a) or 8(b), shall, to the extent practicable, be
distributed in kind to the Employees in proportion to the respective
numbers of Shares in their Accounts. To the extent that such a distribution
in kind is not practicable, such non-cash distribution shall be sold and
the proceeds distributed in like manner.
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Article 9. Voting of Shares.
Each Employee shall be entitled to direct the Agent as to the manner in
which any Shares held in such Employee's Account are to be voted and
appropriate procedures shall be established to enable the Employee to
exercise such right. The Company shall provide to each Employee for whose
account Shares are held under the Plan a copy of all proxy statements and
annual, quarterly and other reports distributed by the Company to holders of
record of Shares.
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Article 10. Termination and Modification;
Responsibility of Company and Plan Director.
(a) The Board of Directors of the Company shall have the power to
suspend, terminate, amend or otherwise modify the Plan and the
Chairman of the Board, the Vice Chairman of the Board, the Vice
President-Human Resources and the Treasurer of the Employer are each
authorized to make such changes from time to time to the Plan as such
officer may approve as necessary or desirable to comply with law or
to facilitate the administration of the Plan. No such suspension,
termination, amendment or modification shall restrict the right of
any Employee to withdraw all full Shares held in his or her Account,
and to receive the net proceeds, after expenses of sale, of any
fractional Share held in such Account. All participating Employees
shall be given notice of any such suspension, termination, amendment
or modification at least 30 days prior to the effective date thereof.
Termination of the Plan shall have the same effects, with respect to
each Employee, as are provided for in Article 7(a) in the event of
termination of such Employee's status as an Employee.
(b) Any Affiliate may adopt this Plan with the consent of the Board of
Directors of the Company; provided, however, that the Chairman of the
Board, the President, the Executive Vice President and Chief
Financial Officer and the Vice President-Human Resources of the
Employer shall each have authority to permit participation in the
Plan by an Affiliate on such terms and conditions as such officer may
approve. Upon the effective date of the adoption of the Plan by an
Affiliate, the Affiliate shall become a Participating Employer. Each
Participating Employer shall be named in Appendix B. A Participating
Employer may terminate its participation in the Plan upon appropriate
action.
(c) The Company, Employer, Participating Employer(s), and the Plan
Director shall not be liable hereunder for any act done in good
faith, or for any good faith omission to act, including, without
limitation, any claim for delay in paying funds over to the Agent for
the Account of an Employee.
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Article 11. Administration, Operation and General Provisions
(a) Plan Director Authority All determinations required or permitted under the
Plan or in its administration, which are not reserved to the Board of
Directors of the Company, the Chief Executive Officer of the Employer, or
the Agent or otherwise specified under the Plan, shall be made by the Plan
Director. All such determinations, whether reserved or not reserved, shall
be conclusive and binding on the Employee or Employees affected.
(b) Expenses of Plan. Except as otherwise provided in the Plan, the Employer
and any Participating Employer shall pay all expenses in connection with
administration of the Plan, including, without limitation, the fees and
expenses of the Agent applicable to its Employees
(c) Recoupment of Company Overpayments. Notwithstanding anything in this Plan
to ---------------------------------- the contrary, if at any time it is
discovered that through error, inadvertence, mistake or for any other
reason, the Employer or any Participating Employer has paid over to the
Agent for the Account of an Employee an amount which is in excess of the
amount which should have been paid over for such Account, pursuant to
Article 4 and Appendix A, or if it shall be discovered that an amount paid
over to the Agent pursuant to Article 3(a) was in excess of the pay due
such Employee (net of all other deductions) from which such amount was to
have been deducted, and if such overpayment shall be discovered and notice
given to the Agent prior to the application of such overpayment by the
Agent to the purchase of Shares, the Agent shall promptly return the amount
of such overpayment to the Employer or Participating Employer).
(d) Agent's Tenure and Responsibility.
(i) The Agent may resign at any time by delivering its written resignation
to the Employer, and the Employer may remove the Agent at any time by
delivering to the Agent a written notice of removal; provided that
such resignation or removal shall not take effect until the effective
date of an appointment of a successor Agent. A successor Agent may be
appointed by the Employer upon 30 days notice to the participating
Employees and the incumbent Agent. Each participating Employee shall
be deemed to have consented to such appointment unless such Employee
directs, pursuant to Article 6(b), a distribution or sale of all
shares in such Employee's Account prior to the effective date of such
appointment. If no successor Agent shall be appointed
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within 90 days of delivery of the Agent's resignation or notice
of removal, the Plan shall terminate.
(ii)The Agent shall not be liable hereunder for any act done in good faith,
or for any good faith omission to act, including without limitation,
any claims with respect to the prices at which Shares are purchased or
sold for Employees' Accounts.
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APPENDIX A
EMPLOYER CONTRIBUTIONS
(a) This Appendix A applies tothe Employer and any Participating
Employer listed in Appendix B who has determined to make
contributions to the Plan for the account of its Employees who
participate in the Plan..
(b) At the time the Employer or Participating Employer pays over to
the Agent any amount for the Account of an Employee pursuant to
Article 3(a) of the Plan, the Employer or Participating Employer
shall concurrently pay over to the Agent for the Account of the
Employee an additional amount equal to one-ninth of the amount
so provided by such Employee.
(c) Within 10 business days after the receipt of funds from an
Employee pursuant to Article 3(b) of the Plan, the Agent shall
advise the Employer or Participating Employer of such receipt
and the Employer or Participating Employer shall promptly pay
over to the Agent for the Account of such Employee an additional
amount equal to one-ninth of the amount so provided by such
Employee.
(d) Not less than 10 business days after each dividend record date
in respect of Shares, the Agent shall advise the Employer or
Participating Employer of the amount of dividends to be received
by the Agent for the Account of each Employee on the
corresponding dividend payment date, excluding those dividends
for which the Agent has received instructions pursuant to
Article 3(c) of the Plan. On such dividend payment date the
Employer or Participating Employer shall pay over to the Agent,
for the Account of each such Employee, an amount equal to
one-ninth of the amount of such dividends to be received by the
Agent on such date for such Account.
(e) The Employer or Participating Employer shall, promptly upon
request by the Agent, reimburse or provide funds to the Agent
for the payment of brokerage commissions and other reasonable
expenses of purchase incurred by the Agent pursuant to Article
5.
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APPENDIX B
EMPLOYER AND PARTICIPATING EMPLOYERS
(a) Consolidated Edison Company of New York, Inc. is the Employer and has
made contributions on behalf of its Employees since the Plan's
inception.
(b) Consolidated Edison Development, Inc. became a Participating Employer
in the Plan effective as of January 1, 2000, and has determined to
make contributions on behalf of its Employees.
(c) Consolidated Edison Energy, Inc. became a Participating Employer in
the Plan effective as of January 1, 2000, and has determined to make
contributions on behalf of its Employees.
(d) Orange and Rockland Utilities, Inc. has become a Participating
Employer in the Plan effective as of May 1, 2000, and has determined
not to make contributions on behalf of its Employees.
Date: May 1, 2000
