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Consolidated Edison (ED)

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This excerpt taken from the ED DEF 14A filed Apr 9, 2009.

Table of Contents


		Page
Notice of Annual Meeting (including Notice Regarding the Availability of Proxy Materials)
Consolidated Edison, Inc. 2009 Proxy Statement		1
Matters to be Considered at the Annual Meeting		3
Item No. 1—Election of Directors		3
Item No. 2—Ratification of Independent Accountants		14
Item No. 3—Stockholder Proposal Relating to Additional Compensation Information		15
Executive Compensation		16
Certain Information as to Insurance and Indemnification		48
Stockholder Proposals for the 2010 Annual Meeting		48
Delivery of Documents to Stockholders Sharing an Address		48
Other Matters to Come Before the Meeting		49

These excerpts taken from the ED 10-K filed Feb 23, 2009.

TABLE OF CONTENTS


		Page
ARTICLE 1. INTRODUCTION		1
ARTICLE 2. DEFINITIONS		1
ARTICLE 3. STOCKHOLDER APPROVAL AND DURATION		8
ARTICLE 4. ADMINISTRATION		8
ARTICLE 5. ELIGIBILITY AND PARTICIPATION		9
ARTICLE 6. SHARES SUBJECT TO PLAN		10
ARTICLE 7. STOCK UNIT GRANTS TO DIRECTOR PARTICIPANTS		11
ARTICLE 8. STOCK UNIT GRANTS		15
ARTICLE 9. STOCK OPTIONS		15
ARTICLE 10. RESTRICTED STOCK AWARDS		17
ARTICLE 11. PERFORMANCE-BASED RESTRICTED STOCK/PERFORMANCE UNITS		18
ARTICLE 12. STOCK APPRECIATION RIGHTS		21
ARTICLE 13. DIVIDEND EQUIVALENTS		22
ARTICLE 14. ACCELERATED AWARD PAYOUT/EXERCISE		23
ARTICLE 15. SPECIFIED EMPLOYEES		24
ARTICLE 16. TAX WITHHOLDING		24
ARTICLE 17. AMENDMENT, MODIFICATIONS, AND TERMINATION		25
ARTICLE 18. NO IMPLIED RIGHTS		25
ARTICLE 19. NONALIENABILITY		26
ARTICLE 20. BENEFICIARY DESIGNATION		26
ARTICLE 21. SUCCESSORS		26
ARTICLE 22. UNFUNDED STATUS		26
ARTICLE 23. ACCOUNT STATEMENT		27
ARTICLE 24. GENERAL		27

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Table of Contents


ARTICLE	TITLE	PAGE
ARTICLE I	Definitions	1
ARTICLE II	Shares Subject to Plan and Duration	3
ARTICLE III	Maximum Employee Investment	3
ARTICLE IV	Means of Payment of Employee Contributions	4
ARTICLE V	Employer Contributions	6
ARTICLE VI	Purchase of Shares	6
ARTICLE VII	Custody of Shares; Distributions from Accounts	8
ARTICLE VIII	Termination of Status as Employee; Leave of Absence	9
ARTICLE IX	Stock Dividends and Stock Splits; Rights Offerings; Other Non-Cash Distribution	10
ARTICLE X	Voting of Shares	11
ARTICLE XI	Termination and Modification; Responsibility of Company and Plan Director	11
ARTICLE XII	Administration, Operation and General Provisions	12

Appendix A – Employer Contributions

Appendix B – Employer and Participating Employees

PREAMBLE

The Stock Purchase Plan (“Plan”) provides a means for employees of Con Edison, Inc.’s affiliated companies and members of their boards of directors to purchase shares of stock of Consolidated Edison, Inc. without any fee, commission or charges, other than the purchase price. In addition, these affiliated companies can elect to contribute one dollar for each nine dollars invested by a participating employee or board member to the purchase of his or her shares. Effective May 19, 2008, the Plan has been amended and restated designating Mellon Investor Services, LLC as the Plan agent and making changes in administrative provisions, including the implementation of a website for participant’s to use to access their account.

This excerpt taken from the ED DEF 14A filed Apr 11, 2008.

Table of Contents


		Page
Notice of Annual Meeting (including Notice Regarding The Availability of Proxy Materials)
Consolidated Edison, Inc. 2008 Proxy Statement		1
Matters to be Considered at the Annual Meeting		3
Item No. 1—Election of Directors		3
Item No. 2—Ratification of Independent Accountants		14
Item No. 3—Approval of Performance Goals Under the Company’s Long Term Incentive Plan		15
Item No. 4 —Stockholder Proposal Relating to Additional Compensation Information		17
Executive Compensation		18
Certain Information as to Insurance and Indemnification		50
Stockholder Proposals for the 2009 Annual Meeting		50
Delivery of Documents to Stockholders Sharing an Address		50
Other Matters to Come Before the Meeting		51
Appendix A: Description of the Company’s Long Term Incentive Plan		A-1

This excerpt taken from the ED DEF 14A filed Apr 11, 2007.

Table of Contents


		Page
Notice of Annual Meeting
Consolidated Edison, Inc. 2007 Proxy Statement		1
Matters to be Considered at the Annual Meeting		3
Item No. 1—Election of Directors		3
Item No. 2—Management Proposal—Independent Accountants		14
Item No. 3—Stockholder Proposal—Additional Compensation Information		15
Executive Compensation		16
Certain Information as to Insurance and Indemnification		53
Stockholder Proposals for the 2008 Annual Meeting		53
Delivery of Documents to Stockholders Sharing an Address		53
Other Matters to Come Before the Meeting		54

This excerpt taken from the ED DEF 14A filed Apr 5, 2006.

Table of Contents


		Page
Notice of Annual Meeting
Consolidated Edison, Inc. 2006 Proxy Statement		1
Matters to be Considered at the Annual Meeting		3
Item No. 1—Election of Directors		3
Item No. 2—Management Proposal—Independent Accountants		13
Item No. 3—Stockholder Proposal—Additional Compensation Information		14
Executive Compensation		15
Performance Graph		26
Certain Information as to Insurance and Indemnification		27
Stockholder Proposals for the 2007 Annual Meeting		27
Delivery of Documents to Stockholders Sharing an Address		27
Other Matters to Come Before the Meeting		28
Appendix A—Audit Committee Charter

This excerpt taken from the ED 8-K filed Jan 5, 2006.

TABLE OF CONTENTS


		Page
ARTICLE I.	DEFINITIONS	1

1.01	Adjusted Target Incentive Fund	1

1.02	Award Date	1

1.03	Board or Board of Trustees	1

1.04	Company	1

1.05	Deferred Income Plan (“DIP”)	1

1.06	Effective Date	1

1.07	Incentive Award	1

1.08	Incentive Percentage	1

1.09	Participant	1

1.10	Plan	1

1.11	Plan Administrator	1

1.12	Potential Award	2

1.13	Target Incentive Fund	2

ARTICLE II.	ELIGIBILITY	2

ARTICLE III.	ADMINISTRATION	2

ARTICLE IV.	DETERMINATION OF AWARDS	2

4.01	Incentive Percentages	2

4.02	Target Incentive Fund	3

4.03	Adjusted Target Incentive Fund	3

4.04	Incentive Awards	4

ARTICLE V.	PAYMENT OF AWARDS	4

5.01	Time of Payment	4

5.02	Manner of Payment	4

5.03	Posthumous Payments	4

ARTICLE VI.	MISCELLANEOUS	5

6.01	Amendment and Termination	5

6.02	Effect of Plan	5

6.03	Withholding	5

6.04	Funding	5

6.05	Facility of Payment	5

6.06	Nonalienation	6

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This excerpt taken from the ED DEF 14A filed Apr 5, 2005.

Table of Contents


		Page
Notice of Annual Meeting
Consolidated Edison, Inc. 2005 Proxy Statement		1
Matters to be Considered at the Annual Meeting		3
Item No. 1—Election of Directors		3
Item No. 2—Management Proposal—Independent Accountants		12
Item No. 3—Stockholder Proposal—Additional Compensation Information		13
Executive Compensation		14
Performance Graph		23
Certain Information as to Insurance and Indemnification		24
Stockholder Proposals for the 2006 Annual Meeting		24
Delivery of Documents to Stockholders Sharing an Address		24
Other Matters to Come Before the Meeting		25
Appendix A—Audit Committee Charter		A-1

EXCERPTS ON THIS PAGE:

DEF 14A	Apr 9, 2009

10-K (2 sections)	Feb 23, 2009

DEF 14A	Apr 11, 2008

DEF 14A	Apr 11, 2007

DEF 14A	Apr 5, 2006

8-K	Jan 5, 2006

DEF 14A	Apr 5, 2005

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