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•	the Companies are extensively regulated and are subject to penalties;

•	the Utilities’ rate plans may not provide a reasonable return;

•	the Companies may be adversely affected by changes to the Utilities’ rate plans;

•	the intentional misconduct of employees or contractors could adversely affect the Companies;

•	the failure of, or damage to, the Companies’ facilities could adversely affect the Companies;

•	a cyber attack could adversely affect the Companies;

•	the Companies are exposed to risks from the environmental consequences of their operations;

•	a disruption in the wholesale energy markets or failure by an energy supplier could adversely affect the Companies;

•	the Companies have substantial unfunded pension and other postretirement benefit liabilities;

•	Con Edison’s ability to pay dividends or interest depends on dividends from its subsidiaries;

•	the Companies require access to capital markets to satisfy funding requirements;

•	changes to tax laws could adversely affect the Companies;

•	the Companies’ strategies may not be effective to address changes in the external business environment; and

•	the Companies also face other risks that are beyond their control.

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(a)	Tax reclassified from accumulated OCI is reported in the income tax expense line item of the consolidated income statement.

(b)	For the portion of unrecognized pension and other postretirement benefit costs relating to the Utilities, costs are recorded into, and amortized out of, regulatory assets instead of OCI. The net actuarial losses and prior service costs recognized during the period are included in the computation of total periodic pension and other postretirement benefit cost. See Notes E and F.

(a)	Effective until a new NJBPU-approved rate plan goes into effect.

(b)	In January 2016, the NJBPU approved RECO’s plan for a 3-year, $15.7 million electric system storm hardening capital program, the costs of which RECO, beginning in 2017, is collecting through a customer surcharge.

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(a)	Parent company and consolidation adjustments. Other does not represent a business segment.

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(a)

Derivative instruments and collateral were offset on the consolidated balance sheet as applicable under the accounting rules. The Companies enter into master agreements for their commodity derivatives. These agreements typically provide offset in the event of contract termination. In such case, generally the non-defaulting party’s payable will be offset by the defaulting party’s payable. The non-defaulting party will customarily notify the defaulting party within a specific time period and come to an agreement on the early termination amount.

(b)

At March 31, 2017 and December 31, 2016, margin deposits for Con Edison ($9 million and $7 million, respectively) and CECONY ($9 million and $7 million, respectively) were classified as derivative assets on the consolidated balance sheet, but not included in the table. Margin is collateral, typically cash, that the holder of a derivative instrument is required to deposit in order to transact on an exchange and to cover its potential losses with its broker or the exchange.

(c)	Does not include $(1) million for interest rate swap.

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(a)	For the three months ended March 31, 2017, Con Edison recorded unrealized pre-tax gains in non-utility operating revenue ($3 million).

(b)	For the three months ended March 31, 2016, Con Edison recorded unrealized pre-tax losses in non-utility operating revenue ($1 million loss) and purchased power expense ($62 million loss).

(a)	Volumes are reported net of long and short positions, except natural gas collars where the volumes of long positions are reported.

(b)	Excludes electric congestion and gas basis swap contracts, which are associated with electric and gas contracts and hedged volumes.

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(a)

Non-derivative transactions for the purchase and sale of electricity and gas and qualifying derivative instruments, which have been designated as normal purchases or normal sales, are excluded from the table. These transactions primarily include purchases of electricity from independent system operators. In the event the Utilities and the Clean Energy Businesses were no longer extended unsecured credit for such purchases, the Companies would be required to post additional collateral of $12 million at March 31, 2017. For certain other such non-derivative transactions, the Companies could be required to post collateral under certain circumstances, including in the event counterparties had reasonable grounds for insecurity.

(b)

The Companies measure the collateral requirements by taking into consideration the fair value amounts of derivative instruments that contain credit-risk-related contingent features that are in a net liability position plus amounts owed to counterparties for settled transactions and amounts required by counterparties for minimum financial security. The fair value amounts represent unrealized losses, net of any unrealized gains where the Companies have a legally enforceable right to offset.

(c)	Derivative instruments that are net assets have been excluded from the table. At March 31, 2017, if Con Edison had been downgraded to below investment grade, it would have been required to post additional collateral for such derivative instruments of $12 million.

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Level 1 – Consists of assets or liabilities whose value is based on unadjusted quoted prices in active markets at the measurement date. An active market is one in which transactions for assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. This category includes contracts traded on active exchange markets valued using unadjusted prices quoted directly from the exchange.

•

Level 2 – Consists of assets or liabilities valued using industry standard models and based on prices, other than quoted prices within Level 1, that are either directly or indirectly observable as of the measurement date. The industry standard models consider observable assumptions including time value, volatility factors and current market and contractual prices for the underlying commodities, in addition to other economic measures. This category includes contracts traded on active exchanges or in over-the-counter markets priced with industry standard models.

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•

Level 3 – Consists of assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost benefit constraints. This category includes contracts priced using models that are internally developed and contracts placed in illiquid markets. It also includes contracts that expire after the period of time for which quoted prices are available and internal models are used to determine a significant portion of the value.

(a)	The Companies’ policy is to review the fair value hierarchy and recognize transfers into and transfers out of the levels at the end of each reporting period. There were no transfers between levels 1, 2 and 3 for the three months ended March 31, 2017 and for the year ended December 31, 2016.

(b)

Level 2 assets and liabilities include investments held in the deferred compensation plan and/or non-qualified retirement plans, exchange-traded contracts where there is insufficient market liquidity to warrant inclusion in Level 1, certain over-the-counter derivative instruments for electricity, refined products and natural gas. Derivative instruments classified as Level 2 are valued using industry standard models that incorporate corroborated observable inputs; such as pricing services or prices from similar instruments that trade in liquid markets, time value and volatility factors.

(c)

The accounting rules for fair value measurements and disclosures require consideration of the impact of nonperformance risk (including credit risk) from a market participant perspective in the measurement of the fair value of assets and liabilities. At March 31, 2017 and December 31, 2016, the Companies determined that nonperformance risk would have no material impact on their financial position or results of operations.

(d)	Other assets are comprised of assets such as life insurance contracts within the deferred compensation plan and non-qualified retirement plans.

(e)	Amounts represent the impact of legally-enforceable master netting agreements that allow the Companies to net gain and loss positions and cash collateral held or placed with the same counterparties.

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(a)	Generally, increases/(decreases) in this input in isolation would result in a higher/(lower) fair value measurement.

(b)	Generally, increases/(decreases) in this input in isolation would result in a lower/(higher) fair value measurement.

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(a)	Net income from the Clean Energy Businesses for the three months ended March 31, 2017 includes $2 million of net after-tax mark-to-market gains.

(b)	Other includes parent company and consolidation adjustments.

(a)	Includes $2 million or $- a share and $(38) million or $(0.13) a share of net after-tax mark-to-market gains/(losses) for the three months ended March 31, 2017 and 2016, respectively.

(b)	Includes $(33) million or $(0.11) a share of net losses for the three months ended March 31, 2016 related to the retail electric supply business sold in September 2016. This amount reflects net after-tax mark-to-market losses of $(37) million or $(0.13) a share for the three months ended March 31, 2016.

(c)	Other includes parent company and consolidation adjustments.

(d)	Earnings per share on a diluted basis were $1.27 a share and $1.05 a share for the three months ended March 31, 2017 and 2016, respectively.

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(a)

Under the revenue decoupling mechanisms in the Utilities’ New York electric and gas rate plans and the weather-normalization clause applicable to their gas businesses, revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. In general, the Utilities recover on a current basis the fuel, gas purchased for resale and purchased power costs they incur in supplying energy to their full-service customers. Accordingly, such costs do not generally affect the Companies’ results of operations.

(b)	Reflects higher gas net base revenues under the new rate plan of $0.11, higher electric net base revenues under the new rate plan of $0.05, and growth in the number of gas customers of $0.02.

(c)	Reflects lower pension and other postretirement benefits costs of $0.07, offset, in part, by higher municipal infrastructure costs of $(0.02).

(d)	Reflects higher depreciation and amortization expense of $(0.05), property taxes of $(0.05) and income taxes of $(0.04).

(e)	Includes the impact of the dilutive effect of Con Edison's stock issuances.

(f)	Includes net mark-to-market effects.

(g)	Reflects income from equity investments.

(h)	Reflects higher income tax benefits.

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(a)	Includes Demand Side Management, System Benefit Charges and Public Service Law 18A assessments which are collected in revenues.

(b)	Includes parent company and consolidation adjustments.

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(a)	Includes parent company and consolidation adjustments.

(b)	Represents the consolidated results of operations of Con Edison and its businesses.

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(a)	Revenues from electric sales are subject to a revenue decoupling mechanism, as a result of which delivery revenues generally are not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)	“Residential/Religious” generally includes single-family dwellings, individual apartments in multi-family dwellings, religious organizations and certain other not-for-profit organizations.

(c)	Other electric operating revenues generally reflect changes in regulatory assets and liabilities in accordance with the revenue decoupling mechanism and other provisions of the company’s rate plans.

(d)	After adjusting for variations, principally weather and billing days, electric delivery volumes in CECONY’s service area decreased 0.3 percent in the three months ended March 31, 2017 compared with the 2016 period.

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(a)	Revenues from gas sales are subject to a weather normalization clause and a revenue decoupling mechanism, as a result of which delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)	After adjusting for variations, principally billing days, firm gas sales and transportation volumes in the company’s service area increased 8.4 percent in the three months ended March 31, 2017 compared with the 2016 period, reflecting primarily increased volumes attributable to the growth in the number of gas customers.

(c)	Includes 1,097 thousands and 2,461 thousands of Dt for the 2017 and 2016 periods, respectively, which are also reflected in firm transportation and other.

(d)	Other gas operating revenues generally reflect changes in regulatory assets and liabilities in accordance with the company’s rate plans.

(a)	Other steam operating revenues generally reflect changes in regulatory assets and liabilities in accordance with the company’s rate plan.

(b)	After adjusting for variations, principally weather and billing days, steam sales and deliveries decreased 1.9 percent in the three months ended March 31, 2017 compared with the 2016 period.

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(a)	O&R’s New York electric delivery revenues are subject to a revenue decoupling mechanism, as a result of which delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. O&R’s electric sales in New Jersey are not subject to a decoupling mechanism, and as a result, changes in such volumes do impact revenues.

(b)	“Residential/Religious” generally includes single-family dwellings, individual apartments in multi-family dwellings, religious organizations and certain other not-for-profit organizations.

(c)	Other electric operating revenues generally reflect changes in regulatory assets and liabilities in accordance with the company’s electric rate plan.

(d)	After adjusting for weather and other variations, electric delivery volumes in O&R’s service area decreased 0.6 percent in the three months ended March 31, 2017 compared with the 2016 period.

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(a)	Revenues from New York gas sales are subject to a weather normalization clause and a revenue decoupling mechanism as a result of which delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)	After adjusting for weather and other variations, total firm sales and transportation volumes increased 0.1 percent in the three months ended March 31, 2017 compared with 2016 period.

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1.	In June 2013, the Internal Revenue Service Agent requested a plan amendment

2.	In February 2012, the Boards upon having adopted recommendations from Mary

3.	As a result of the July 2012 collective bargaining negotiations between Local 1-2

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4.	Also, on June 30, 2012, the Plan Administrator adopted a change, effective July 1,

5.	As a result of the June 2013 collective bargaining negotiations between Local 3

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a.	Appendix A, Sub appendix A-1 for CECONY Participants,

b.	Appendix A, Sub appendix A-2 for O&R Participants,

c.	Appendix A, Sub appendix A-3 for CEI Participants , except as otherwise specified in the

d.	Effective January 1, 2008, Appendix A, Sub appendix A -4 for Domestic Partner Benefits

a.	dividing the IRS Interest Rate, as determined for a Participant’s Annuity Starting Date, by 100;

b.	adding 1.0000 to the amount determined under (a);

c.	dividing the amount determined in (b) by the lesser of (x) the sum of (A) 0.9694, plus (B) the product of 0.7194 and the amount determined in (a), or (y) 1.0300;

d.	subtracting 1.0000 from the amount determined in (c); and

e.	multiplying the amount determined in (d) by 100, provided, however, that in no event shall

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f.	First, the annual percentage change in Consumer Price Index, All Urban Consumers - US City Average ("CPI-U") is measured in October of each year. The period begins on October 1st of the prior year and ends September 30th of the current year. Each of the past ten annual periods is compiled.

g.	Second, to the extent that any of the annual percentage changes in (a) are/were greater than 4%, the change for that annual period is limited to 4%.

h.	Third, the 10 annual periods, after an adjustment, if necessary under (b), are multiplied together to determine the cumulative 10-year impact of the CPI-U Index.

i.	Fourth, the cumulative impact calculated in (c) is annualized so that the resulting number, multiplied by itself 10 times will result in the cumulative impact calculated in (c).

j.	Fifth, the assumed automatic cost-of-living adjustment is 75% of the average CPI in the fourth step (d) rounded to the nearest .001. The results of the first to the fourth steps are done without any rounding.

k.	Fifth, the annualized number from (d) is the CPI used to adjust the IRS Interest Rate segments published monthly for use during the following calendar year (January to December).

l.	The Adjusted Interest Rate is determined by dividing the IRS Interest Rate for each segment by the adjustment determined in the fifth step in (e). This step can be expressed by the formula: (1+ IRS Segment Rate) / (1+ Adjustment) -1.

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a.	for a CECONY Weekly Employee, his or her regular stated rate of pay in his or her last

b.	effective as of January 1, 2001, for a CECONY Management Participant, a CEI

c.	If a CEI Participant’s Annual Basic Straight Time Compensation includes a shift

d.	Because of the Austerity Measures and only during the CECONY Austerity Period, for a

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e.	Because of the Austerity Measures and only during the CECONY Austerity Period, for a

f.	Because of the Austerity Measures and only during the O&R Austerity Period, for a CEI

g.	Effective January 1, 2010, Annual Compensation for a CEI Participant who is an O&R Hourly Employee means his or her Annual Rate of Compensation.

a.	for a CECONY Weekly Employee, his or her Annual Basic Straight-Time Compensation;

b.	for a CECONY Management Participant and a CECONY Transferred Participant, for Plan

c.	for a CECONY Management Participant, a CECONY Transferred Participant, and a CEI

d.	for an O&R Management Employee, his or her Annual O&R Management Compensation;

e.	for an O&R Hourly Employee, his or her Annual Rate of Compensation.

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a.	Each hour for which the Employee is paid or entitled to payment for the performance of

b.	An Hour of Service also is each hour for which an Employee is paid, or entitled to

c.	An hour for which an Employee is directly or indirectly paid, or entitled to payment, on

d.	Hours of Service are not required to be credited for a payment which solely reimburses

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e.	An Hour of Service is each hour for which back pay, irrespective of mitigation of

f.	With regard to an Employee for whom a record of his or her Hours of Service is not

g.	Hours of Service shall be determined and calculated in accordance and compliance with

a.	For purposes of determining the Cash Balance Interest Crediting Rate, the IRS Interest

b.	For purposes of calculating a Participant’s Pension Allowance in the form of a Level

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c.	For purposes of calculating a Participant’s Pension Allowance in the form of a Level

d.	for purposes of calculating a CEI Participant’s Cash Balance Accrued Benefit (but not for

e.	For purposes of calculating the value of a Small Pension Allowance under Section 5.01(c)

a.	On and after January 1, 2008, for purposes of calculating a Participant’s Cash Balance

b.	On and after January 1, 2008, and before January 1, 2009, for purposes of calculating a

c.	On and after January 1, 2009, for purposes of calculating the value of a Small Pension

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a.	Effective January 1, 2009, Stability Period, for purposes of calculating the Level Income

b.	Effective January 1, 2009, Stability Period, for purposes of calculating a lump sum

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c.	Effective January 1, 2009, Stability Period, for purposes of calculating the amount of an

d.	Effective January 1, 2009, Stability Period, for purposes of calculating the value of a

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a.	Each person who, on December 31, 2000, was a Participant in a Prior Retirement Plan

b.	An Eligible Employee who is hired on or after December 31, 2000, and who is on the

c.	An O&R Management Employee hired before January 1, 2001, and an O&R Hourly

d.	Effective for Plan years beginning before January 1, 2010, a CECONY Weekly Employee

e.	An O&R Hourly Employee who is hired on or after January 1, 2010, becomes a CEI

f.	A CECONY Weekly Employee who is a member of Local 3 and who is hired on or after

g.	A CECONY Weekly Employee who a member of Local 1-2 and who is hired on or after

h.	Each CECONY Weekly Employee who: (i) is a member of Local 3; (ii) was hired on or

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i.	Each O&R Hourly Employee who (i) was hired on or after January 1, 2010, and before

j.	Each O&R Hourly Employee who is hired on or after June 30, 2014, is not eligible to

k.	Entry Closed - On November 17, 2016, the Board of Directors of CEI, the Board of

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a.	The Pension Choice program provides a one-time opportunity for each (1) member of

b.	Each member of Local 3 who was hired by CECONY on or after June 30, 2013, is a PC

c.	The election period for a PC Participant will begin no later than January 1, 2014, for a

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d.	If a PC Participant elects to transfer out of the Cash Balance Pension Formula and into

e.	If a PC Participant is married and makes an election to transfer out of the Cash Balance

f.	A PC Participant who takes no action during the PC Election Period will remain in the

g.	As of the Transfer Date, a PC Participant who elects to transfer out of the Cash Balance

h.	As of his or her Transfer Date, the PC Participant will continue to receive only interest

a.	Each CECONY Weekly Employee who is a member of Local 3 and is hired on or after

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b.	Beginning as of July 1, 2013, participation in the Retirement Plan for a newly hired (or

c.	If a Local 3 member affirmatively elects to participate in the Cash Balance Pension

d.	Special Treatment for a CECONY Weekly Employee, who is a member of Local 3, was

1.	If, prior to his or her rehire date, he or she took a Cash Out or Single Sum Lump Sum

2.	If, prior to his or her rehire date, he or she was covered under the Final Average Pay

a.	Effective January 1, 2017, a Pension Choice, will be given to a CECONY Weekly

b.	The CECONY Weekly Employee who is a member of Local 1-2, hired between July 1,

c.	The election period for this CEI Participant will begin as soon as administratively

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d.	If this CEI Participant elects to transfer out of the Retirement Plan and into the Defined

e.	This election by this CEI Participant to transfer out of the Retirement Plan is irrevocable

f.	This CEI Participant will begin participation in the Defined Contribution Pension Formula

g.	This CEI Participant who makes an election to terminate active participation in the

h.	Such CEI Participant who makes an election to terminate active participation in the

i.	All CEI Participants will be provided an election form and education materials on their

a.	Each CECONY Weekly Employee who is a member of Local 1-2 and hired on or after

b.	The election period for such CECONY Weekly Employee will begin on his or her date of

c.	If such CECONY Weekly Employee fails to make a timely election, he or she will be

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d.	This election is irrevocable and remains in effect for as long as heor she is a member of

a.	Effective July 1, 2017, a Pension Choice will be given to each CEI Participant who is a

b.	Each Management CEI Participant will be given a one-time opportunity to make an

c.	The election period for a Management CEI Participant will begin as soon as

d.	If a Management CEI Participant elects to transfer out of the Retirement Plan and into the

e.	This election by a Management CEI Participant to transfer out of the Retirement Plan is

f.	The Management CEI Participant will begin participation in the Defined Contribution

g.	A Management CEI Participant who makes an election to terminate active participation in

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h.	A Management CEI Participant who makes an election to terminate active participation in

a.	Each Participant, including without exception, each member of Local 1-2, Local 3, Local

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a.	Special Vesting Rules

i.	Pursuant to the “change in control” provision in the O&R Retirement Plan, only each O&R Participant who was on the payroll of O&R on August 20, 1998, (the date the shareholders of O&R approved the acquisition of O&R by the Company) shall be 100% vested as of August 20, 1998;

ii.	Each “CECONY Participant at Divested Operations,” as defined in Appendix H, shall be 100% vested as described in Appendix H;

iii.	Each “Affected IP Employee,” as defined in Appendix J, shall be 100% vested on the date of the closing of the sale of Indian Point; and

iv.	Each Lakewood Participant, Ocean Peaking/Rock Springs Participant, or WMECO Participant who is actively employed on May 8, 2008, shall be 100% vested on that date.

b.	General Vesting Rules

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c.	Break in Service Rules

d.	Uniformed Service Credit

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e.	Leave of Absence

a.	Accredited Service and Credited Service credited to a Participant under a Prior

b.	Except as provided below, only active service with and on the active payroll of an

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c.	Accredited Service shall include, to the extent required by law, any period of absence

d.	Accredited Service for a CECONY Participant shall include a period of absence due to a

e.	Unless otherwise explicitly set forth in the Retirement Plan, Accredited Service shall not

f.	An O&R Participant who has less than the normal number of Hours of Service for full-

g.	Union Officer Service for O&R Hourly Participant. To the extent not already counted as

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a.	Beginning on and after January 1, 2017, the Retirement Plan has been closed to each

b.	Beginning on and after January 1, 2017, any Participant who is a CECONY management

c.	Suspension of Benefits Effective January 1, 2001, any Participant who is receiving or

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1.	The Participant’s Pension Allowance shall be suspended for each month in which the Participant completes at least 40 Hours of Service.

2.	Any Vesting Service to which the Participant was entitled when he or she retired or terminated service shall be restored to him or her.

3.

This subsection is applicable before Plan Year January 1, 2017; the rules have changed significantly for Plan Years beginning on and after January 1, 2017. For Plan Years beginning before January 1, 2017, if the Participant is employed by an Employer as an Eligible Employee, upon later retirement or termination, he or she may be entitled to an additional Pension Allowance based on his or her initial benefit formula applicable to the Participant prior to re-employment and his or her Annual Compensation and Accredited Service credited to the person under the provisions in the Plan beginning after his or her re-employment date. The additional Pension Allowance, if any, shall be equal to the greater of:

i.

an amount determined in accordance with the benefit formula (taking into account any changes to that particular formula that may have occurred with the passage of time) applicable to the re-employed Participant as if the Participant’s date of re-employment were his or her first day of employment as an Eligible Employee. His or her Accredited Service prior to the date of re-employment shall not be taken into account in determining his or her number of Years of Accredited Service but shall be taken into account in determining the applicable percentage of the Participant’s Final Average Salary or the Participant’s Annual Compensation; or

ii.

an amount equal to the excess, if any, of (I) a Pension Allowance determined in accordance with the applicable benefit formula (taking into account any changes to that particular formula that may have occurred with the passage of time) on the basis of his or her Accredited Service and Final Average Salary or Annual Compensation, each aggregated to include the periods before and after the date of restoration to service, over (II) the “Offset Amount,” as defined herein. The Offset Amount is the Pension Allowance payments received prior to his or her re-employment and, if applicable, during the period of reemployment, converted into an annuity based on the IRS Mortality Table and the Adjusted IRS Interest Rate applicable to the Participant.

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4.	The additional Pension Allowance shall be payable under any of the optional forms described in Article V, as elected by the Participant in accordance with Article V, regardless of the optional form in which the Pension Allowance that commenced prior to his or her reemployment is/was payable.

5.	A Participant whose Pension Allowance is suspended in accordance with this Section 3.03 shall be provided with notice that his or her Pension Allowance is being suspended in accordance with the provisions of the Department of Labor Regulations Section 2530.203-3.

d.	Re-employment Without Break in Service For Plan Years beginning before January 1,

1.	The Vesting Service to which he or she was previously entitled shall be restored to him or her.

2.

Effective on or before Plan Years beginning before December 31, 2012, any Accredited Service to which the CECONY Participant was entitled at the time of his or her termination of service shall be restored to him or her; provided, however, that in the case of a CECONY Participant who received a Cash Out, the CECONY Participant repays the amount of the Cash Out or a Cash Balance single sum payment, if any, received upon his or her initial termination of service, together with interest on that amount at the rate prescribed by Code Section 411(a)(7)(C), to the date of repayment.

3.	Effective on and after January 1, 2013, a CECONY Participant who terminates

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4.

Upon later termination or retirement of a CECONY Participant whose previous Accredited Service has been restored under this Section 3.03(c), his or her Pension Allowance will be calculated as if he or she had no break in service and based on the applicable benefit formula (taking into account any changes to that particular formula that may have occurred with the passage of time) for the re-employed CECONY Participant and his or her total Annual Compensation and Accredited Service while an Eligible CECONY Employee.

5.

Effective on and after January 1, 2016, a CECONY Participant who terminated employment before January 1, 2013, received a Cash Out or Cash Balance Single Sum Payment (together “Cash Out”), and was restored to active service before January 1, 2013, will be given until December 31, 2018 to repay her or his Cash Out. If she or he does not repay her or his Cash Out, with interest, by December 31, 2018, she or he will lose and forfeit forever the right to repay. She or he will never be entitled to have restored her or his prior Credited Service attributed to the Cash Out.

e.	Re-employment of Non-vested Participant After Break in Service Effective for Plan Years

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f.	Re-employment of Former Employee After Break in Service If an Employee who was

i.	An impending or actual work stoppage, lock-out, strike, or similar action by a labor organization representing employees of the Company, Employer or Affiliate; or

ii.	A storm emergency, heat event, or similar weather-related condition that significantly impacts the Company’s, the Employer’s or the Affiliate’s ability to provide utility service to its customers, or

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iii.	An unforeseen or unanticipated absence of a key experienced instructor at the Learning Center of up to, but not to exceed six months.

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i.	Allocation Date shall mean the last day of each calendar quarter in each Plan Year. As of the Allocation Date, a CEI Participant shall receive an allocation to his or her Cash Balance Account in an amount determined in accordance with the following schedule:

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ii.

The entire amount, if any, of a CEI Participant’s Annual Variable Pay Award shall be included in the CEI Participant’s Annual Compensation in the calendar quarter in which the Award is paid. However, if a CEI Participant’s Annual Compensation as of the calendar quarter with some or all of the Annual Variable Pay Award exceeds the Code Section 401(a)(17) limit, his or her Annual Variable Pay Award will not be included in that calendar quarter. In no event will his or her Annual Compensation for the calendar quarter exceed the Code Section 401(a)(17). Any portion of a CEI Participant’s Variable Pay Award not included as Annual Compensation pursuant to the preceding sentence will, in the case of a Participant whose Annual Compensation is not projected to exceed the limitations of Section 401(a)(17) of the Code in effect for such calendar year, be added to the Annual Compensation paid to the Participant for pay periods ending in each such succeeding calendar quarter (but not in excess of 25% of the Section 401(a)(17) limit for such calendar year) until all such Variable Pay Award has been included as Annual Compensation for such calendar year, provided that in no event shall the limitations of Section 401(a)(17) of the Code be exceeded. Annual Compensation is determined based on the CEI Participant’s rate of pay in the last pay period in each Calendar quarter.

iii.

A CEI Participant whose termination of employment occurs in the first or second month of a calendar quarter shall receive an allocation for such calendar quarter. He or she will receive an allocation equal to a pro rata quarterly allocation based on age, years of Accredited Service, and the Annual Compensation he or she received in such calendar quarter at his or her termination of employment. The CEI Participant will receive his or her applicable percentage -- 4%, 5%, 6% or 7% -- times one twelfth of her or his annual salary rate in effect as of the date of termination of employment times the number of months of Accredited Service in

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iv.

For any period of an authorized, unpaid leave of absence for which the CEI Participant receives Accredited Service (up to but not to exceed six months), the CEI Participant shall receive compensation credits to his or her Cash Balance Account. The compensation credits shall be determined on the assumption that the CEI Participant continued to receive during the leave period the Annual Compensation (excluding any Annual Variable Pay Award, Sunday premium pay and night shift and midnight shift differential premium pay during the calendar quarter ) in effect for such CEI Participant immediately prior to such leave of absence.

v.	If the CEI Participant has exceeded the Social Security Taxable Wage Base, she or he will receive an additional 4% allocation on the Annual Compensation in the calendar quarter that has exceeded the Social Security Taxable Wage Base

vi.

For any period of an authorized, unpaid leave of absence for which the CEI Participant receives Accredited Service (up to but not to exceed six months), the CEI Participant shall receive compensation credits to his or her Cash Balance Account. The compensation credits shall be determined on the assumption that the CEI Participant continued to receive during the leave period the Annual Compensation (excluding any Annual Variable Pay Award) in effect for such CEI Participant immediately prior to such leave of absence.

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i.	If a CEI Participant is entitled to a vested Pension Allowance and dies before his or her ASD, a death benefit equal to the Cash Balance Account will be payable to the CEI Participant’s Beneficiary.

ii.

If the Beneficiary is the CEI Participant’s Surviving Spouse, his or her Surviving Spouse’s death benefit will be payable as a single life annuity commencing in the month following the month of the death of the CEI Participant. The single life annuity will equal 100% of the vested Cash Balance Account as of the date of death of the CEI Participant. The single life annuity payable to the Surviving Spouse shall be the Actuarial Equivalent of the Cash Balance Account of the CEI Participant at the date of death, using the IRS Interest Rate and the IRS Mortality Table.

iii.

If the Surviving Spouse elects, she or he may receive a single sum payment equal to the Cash Balance Account, in lieu of the single life annuity. In all cases, the Surviving Spouse may elect payment as soon as practicable after the CEI Participant’s death. Whichever form the Surviving Spouse chooses, his or her benefit will not be less than what the Surviving Spouse would have received as the Surviving Spouse entitled to the 50% “qualified joint and survivor annuity,” or the 50% “qualified pre-retirement survivor annuity,” as those terms are defined in the Internal Revenue Code.

iv.

If the CEI Participant’s Beneficiary is not the Surviving Spouse, she or he is entitled to the CEI Participant’s total Cash Balance Account. The Beneficiary may elect is a Cash Balance Single Sum Payment or any annuity for the life of the Beneficiary that is the Actuarial Equivalent of the Cash Balance Single Sum Payment, using the IRS Interest Rate and the IRS Mortality Table. Whichever form the Beneficiary elects, her or his form and timing of payment must comply with the distribution rules codified in Code Section 401(a)(9) and the final regulations set forth in Treasury Regulations 1.401(a)(9) as in effect at the time of the distribution. The

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v.	If the vested CEI Participant is not married at his or her death and there is no surviving Beneficiary or a Beneficiary has not been designated, the death benefit shall be payable to the CEI Participant’s estate or legal representative.

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1.

Attainment of Age 55 and 30 Years of Accredited Service This section applies to a CECONY Participant who has attained age 55 and has completed at least 30 years of Accredited Service as of the Annuity Starting Date. His or her Early Retirement Pension Allowance shall equal the Normal Retirement Pension Allowance determined under the applicable benefit formula set forth in Appendix F. However, the portion of the Normal Retirement Pension Allowance, if any, for a CECONY Management Participant affected by the Social Security Taxable Wage

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2.	Special Rule for a CECONY Management Participant Tier 1 ( a CECONY Management Participant who had not attained age 50 on or before January 1, 2013):

i.	For purposes of calculating an Early Retirement Pension Allowance, a CECONY Management Participant Tier 1 will have his or her Pension Allowance that has been accrued as of December 31, 2012 (“Pre 2013 Pension Accrual”) calculated differently than the portion of his or her Pension Allowance that is accrued on and after January 1, 2013 (“Post 2012 Pension Accrual”), according to these rules.

ii.

A CECONY Management Participant Tier 1 who has attained age 55 and has completed at least 30 years of Accredited Service as of his or her Annuity Starting Date may elect to begin the distribution of his or her Pension Allowance as an Early Retirement Pension Allowance. His or her Pre 2013 Pension Accrual will be determined under the applicable benefit formula set forth in Appendix F (unless he or she is affected by the Social Security Taxable Wage Base), without reduction. However, the portion of his or her Pension Allowance affected by the Social Security Taxable Wage Base, if any, will be reduced by the appropriate discount factor in Appendix A, Sub-Appendix A-1, Actuarial Factors Applicable to CECONY Participants, based on the Participant’s age as of his or her Annuity Starting Date.

iii.	If a CECONY Management Participant Tier 1, who has attained age 55 and has completed at least 30 years of Accredited Service, elects to begin the distribution of his or her Pension Allowance as an Early Retirement Pension Allowance, his or her Post 2012 Pension Accrual will be reduced five percent (5%) for each year distribution begins between the ages of 55 and 60.

iv.	A CECONY Management Participant Tier 1 who has attained at least age 55 and has at least 75 points may elect to begin distribution of his Pension Allowance as an Early Retirement Pension Allowance. For each year

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v.

For purposes of calculating the Pre 2013 Pension Accrual and the Post 2012 Pension Accrual under the alternative Total Salary formula in Section F.A.2 (b) of Appendix F, the Pre 2013 Pension Accrual is the ratio of Accredited Service up to and including December 31, 2012 (limited to 30 years) to total Accredited Service as of the date of termination of employment (limited to 30 years) multiplied by the total accrued benefit under said formula. The Post 2012 Pension Accrual, if any, is the excess of the total accrued benefit under said formula as of the date of termination over the Pre 2013 Pension Accrual.

vi.

Each CECONY Management Participant Tier 1 who has attained age 60 and has completed at least 15 years of Accredited Service as of the Annuity Starting Date may elect to begin his or her Pension Allowance. His or her Early Retirement Pension Allowance shall be calculated under the applicable benefit formula set forth in Appendix F, unless he or she is affected by the Social Security Taxable Wage Base, without reduction. However, the portion of his or her Pension Allowance affected by the Social Security Taxable Wage Base, if any, will be reduced by the appropriate discount factor in Appendix A, Sub-Appendix A -1, Actuarial Factors Applicable to CECONY Participants, based on the Participant’s age as of his or her Annuity Starting Date.

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c.	O&R Participants

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i.

For purposes of calculating an Early Retirement Pension Allowance, an O&R Management Participant Tier 1 may have his or her Pension Allowance that has been accrued as of December 31, 2012 (“Pre 2013 Pension Accrual”) calculated differently than the portion of his or her Pension Allowance that is accrued on and after January 1, 2013 (“Post 2012 Pension Accrual”), according to these rules. The additional benefit equal to two (2) years of Accredited Service computed on the basis of his or her Annual Compensation at the rate being paid to him or her immediately prior to his or her Early Retirement Date shall be considered part of the Pre 2013 Pension Accrual.

ii.	If an O&R Management Participant Tier 1 who has attained age 55 and is a Rule of 85 Participant elects to begin immediate distribution of his or her Pension Allowance as an Early Retirement Pension Allowance, his or her Pre 2013 Pension Accrual will be determined under the applicable benefit formula set forth in Appendix F, without reduction.

iii.	If an O&R Management Participant Tier 1 who has attained age 55 and is a Rule of 85 Participant, elects to begin immediate distribution of his or her Pension Allowance as an Early Retirement Pension Allowance, his or her Post 2012 Pension Accrual will be reduced five percent (5%) for each year distribution begins between the ages of 55 and 60.

iv.	If an O&R Management Participant Tier 1 who has attained at least age 55 and has at least 10 years of Vesting Service but is not a Rule of 85 Participant elects to begin immediate distribution of his Pension Allowance as

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v.	If an O&R Management Participant Tier 1 who has attained age 60 and has completed at least 10 years of Vesting Service elects to begin immediate distribution of his or her Pension Allowance as an Early Retirement Pension Allowance, his entire Early Retirement Pension Allowance shall be calculated under the applicable benefit formula set forth in Appendix F, without reduction.

6.	Special Rule for an O&R Hourly Participant who had not attained age 50 by January 1, 2015 (“O&R Hourly Participant Tier 1”)

i.

For purposes of calculating an Early Retirement Pension Allowance, an O&R Hourly Participant Tier 1 may have his or her Pension Allowance that has been accrued as of December 31, 2014 (“Pre 2015 Pension Accrual”) calculated differently than the portion of his or her Pension Allowance that is accrued on and after January 1, 2013 (“Post 2014 Pension Accrual”), as set forth by the rules herein. The additional benefit equal to two (2) years of Accredited Service computed on the basis of his or her Annual Compensation at the rate being paid to him or her immediately prior to his or her Early Retirement Date shall be considered part of the Pre 2015 Pension Accrual.

ii.	If an O&R Hourly Participant Tier 1, who has attained age 55 and is a Rule of 85 Participant, elects to begin immediate distribution of his or her Pension Allowance as an Early Retirement Pension Allowance, his or her Pre 2015 Pension Accrual will be determined under the applicable benefit formula set forth in Appendix F, without reduction.

iii.	If an O&R Hourly Participant Tier 1, who has attained age 55 and is a Rule of 85 Participant, elects to begin immediate distribution of his or her Pension Allowance as an Early Retirement Pension Allowance, his or her Post 2014 Pension Accrual will be reduced five percent (5%) for each year distribution begins between the ages of 55 and 60.

iv.	If an O&R Hourly Participant Tier 1, who has attained at least age 55 and has at least 10 years of Vesting Service but is not a Rule of 85 Participant, elects to begin immediate distribution of his Pension Allowance as an Early

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v.	If an O&R Hourly Participant Tier 1 who has attained age 60 and has completed at least 10 years of Vesting Service elects to begin immediate distribution of his or her Pension Allowance as an Early Retirement Pension Allowance, his entire Early Retirement Pension Allowance shall be calculated under the applicable benefit formula set forth in Appendix F, without reduction.

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d.	Pension Credit During Long Term Disability. Effective January 1, 2015, an O&R Hourly

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c.	O&R Participants

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i.	Annual Benefit means

1.	a Pension Allowance, payable annually, in the form of a straight life annuity. Except as provided below, a Pension Allowance that is payable

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2.

In determining the Annual Benefit, no actuarial adjustment to the Pension Allowance will be made for: (a) benefits payable to a Surviving Spouse under a qualified joint and survivor annuity to the extent such benefits would not be payable if the Participant’s Pension Allowance were paid in another form; (b) benefits that are not directly related to retirement benefits, such as a qualified disability benefit or preretirement incidental death benefits; or (c) the inclusion in the form of a Pension Allowance of an automatic benefit increase feature, provided the form of benefit is not subject to Code Section 417(e)(3) and would otherwise satisfy the Code Section 415 Limitations. The amount payable under the form of benefit in any Plan Year will not exceed the Code Section 415 Limitations applicable at the ASD, as increased in subsequent years pursuant to Code Section 415(b). An automatic benefit increase feature is included in a form of Pension Allowance if the form of Pension Allowance provides for automatic, periodic increases to the Pension Allowance paid in that form.

3.	The determination of the Annual Benefit shall take into account social security supplements described in Code Section 411(a)(9) and benefits transferred from another defined benefit plan, other than transfers of distributable benefits pursuant $1.411(d)-4, Q&A-3(c), of the Income Tax Regulations, but does not include benefits attributable to employee contributions or rollover contributions.

4.	The determination of actuarial equivalence of forms of a Pension Allowance other than a straight life annuity in determining whether the

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5.

Optional forms not subject to Code Section 417(e)(3): The straight life annuity that is actuarially equivalent to the Participant’s form of Pension Allowance will be determined under this section if the form of the Participant’s Pension Allowance is either: (1) a nondecreasing annuity, other than a straight life annuity, payable for a period of not less than the life of the Participant or in the case of a qualified pre-retirement survivor annuity, the life of the Surviving Spouse; or (2) an annuity that decreases during the life of Participant merely because of: (a) the death of the survivor annuitant (but only if the reduction is not below 50% of the benefit payable before the death of the survivor annuitant); or (b) the cessation or reduction of social security supplements or qualified disability payments (as defined in Code Section 401 (a)(11)). The actuarially equivalent straight life annuity is equal to the greater of: (1) the annual amount of the straight annuity payable to the Participant commencing at the same Annuity Starting Date as the Participant’s form of Pension Allowance; and (2) the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of Pension Allowance, computed using a 5% interest rate assumption and the applicable IRS Mortality Table.

6.

Optional forms subject to Code Section 417(e)(3): The straight life annuity that is actuarially equivalent to the Participant’s form of Pension Allowance will be determined under this Section if the form of the Participant’s Pension Allowance is other than a benefit form described in section (5) above. In this case, the actuarially equivalent straight life annuity shall be determined as follows. If the ASD of the Participant’s form of Pension Allowance is in a Plan Year beginning after 2005, the actuarially equivalent straight life annuity is equal to the greatest of: (I) the annual amount of the straight life annuity commencing at the same Annuity Starting Date that has the same actuarial present value as the Participant’s form of Pension Allowance, computed using the IRS Interest Rate and the IRS Mortality Table for adjusting benefits in the

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ii.

Defined Benefit Compensation Limitation means 100% of a Participant’s “High Three-Year Average Compensation,” as defined below, payable in the form of a straight life annuity. In the case of a Participant who has had a Severance, the Defined Benefit Compensation Limitation applicable to the Participant in any Plan Year beginning after the date of the Severance shall be automatically adjusted by multiplying the limitation applicable to the Participant in the prior Plan Year by the annual adjustment factor under Code Section 415(d) that is published in the Internal Revenue Bulletin. The adjusted compensation limit shall apply to Plan Years ending with or within the calendar year of the date of the adjustment, but a Participant's benefits shall not reflect the adjusted limit prior to January 1 of that calendar year. In the case of a Participant who is rehired after a Severance, the Defined Benefit Compensation Limitation is the greater of 100% of the Participant's High Three-Year Average Compensation, as determined prior to the Severance, as adjusted pursuant to the preceding paragraph, if applicable, or 100% of the Participant's High Three-Year Average Compensation, as determined after the Severance.

iii.

Formerly Affiliated Plan of the Employer means a plan that, immediately prior to the cessation of affiliation, was actually maintained by the Employer and immediately after the cessation of affiliation, is not actually maintained by the Employer. Cessation of affiliation means the event that causes an entity to no longer be considered the Employer, such as the sale of a member controlled group of corporations, as defined in § 414(b) of the Internal Revenue Code, as modified by § 415(h) to an unrelated corporation, or that causes a plan to not actually be maintained by the employer, such as transfer of plan sponsorship outside a controlled group.

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iv.

High Three-Year Average Compensation means the average Compensation for the three consecutive years of service or, if the Participant has less than three consecutive years of service, the Participant’s longest consecutive period of service that produces the highest average. In the case of a Participant who is rehired after a Severance, the Participant's High Three Year Average Compensation shall be calculated excluding all years for which the Participant performs no services for and receives no compensation from the Employer (the break period) and by treating the years immediately preceding and following the break period as consecutive. A Participant's compensation for a Year of Service shall not include compensation in excess of the limitation under Code Section 401(a)(17) that is in effect for the calendar year in which such year of service begins.

v.	Maximum Permissible Benefit means the lesser of the Defined Benefit Dollar Limitation or the Defined Benefit Compensation Limitation, both adjusted where required. Adjustments are made for less than 10 years of participation, for Annuity Starting Dates before age 62, and for Annuity Starting Dates after age 65.

1.

Adjustment of Defined Benefit Dollar Limitation for ASD Before Age 62: If the ASD for the Participant's Pension Allowance is prior to age 62 and occurs in a Plan Year beginning before July 1, 2007. the Defined Benefit Dollar Limitation for the Participant's ASD is the annual amount of a Pension Allowance payable in the form of a straight life annuity beginning at the Participant's ASD that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted for years of participation less than 10) with actuarial equivalence computed using whichever of the following produces the smaller annual amount: (1) the interest rate specified in the plan and the IRS mortality table or (2) a 5-percent interest rate assumption and the IRS mortality table.

2.

If the ASD for the Participant’s Pension Allowance is prior to age 62 and occurs after July 1, 2007, the Defined Benefit Dollar Limitation for the Participant's ASD is the lesser of the limitation determined under section 4.09(b)(v)(1), and the Defined Benefit Dollar Limitation (adjusted years of participation less than 10) multiplied by the ratio of the annual amount of the immediately commencing straight life annuity at the Participant's ASD to the annual amount of the immediately commencing straight life annuity at age 62, both determined without applying the limitations of this article.

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3.

Adjustment of Defined Benefit Dollar Limitation for ASD before Age 62: Plan Years Beginning Before July 1, 2007. If the ASD for the Participant's Pension Allowance is prior to age 62 and occurs before July 1, 2007. the Defined Benefit Dollar Limitation for the Participant's ASD is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant's ASD that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted for years of participation less than 10) with actuarial equivalence computed using whichever of the following produces the smaller annual amount: (1) the interest rate specified in section of the plan and the IRS mortality table, or (2) a 5% interest rate assumption and the IRS mortality table.

4.

If the ASD for the Participant's Pension Allowance is prior to age 62 and occurs in after July 1, 2007, the Defined Benefit Dollar Limitation for the Participant's ASD is the lesser of the limitation determined under section 6.9(b)(i)II.A. and the Defined Benefit Dollar Limitation (adjusted for years of participation less than 10) multiplied by the ratio of the annual amount of the immediately commencing straight life annuity at the Participant's ASD to the annual amount of the immediately commencing straight life annuity at age 62, both determined without applying the limitations of this article.

5.

Adjustment of Defined Benefit Dollar Limitation for Benefit Commencement after Age 65: Plan Years Beginning Before July 1, 2007. If the ASD for the Participant's Pension Allowance is after age 65 and occurs before July 1, 2007, the Defined Benefit Dollar Limitation for the Participant's ASD is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant's ASD that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted for years of participation less than 10) with actuarial equivalence computed using whichever of the following produces the smaller annual amount: (1) _____ (2) a 5% interest rate assumption and the IRS Mortality Table.

6.	If the Annuity Starting Date for the Participant's benefit is after age 65 and occurs in a Limitation Year after July 1, 2007. The Defined Benefit Dollar Limitation at the Participant's Annuity Starting Date is the lesser of the Defined Benefit Dollar Limitation (adjusted for years of participation less than 10) multiplied by the ratio of the annual amount of the adjusted

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7.

Notwithstanding the other requirements, no adjustment is made to the Defined Benefit Dollar Limitation to reflect the probability of a Participant's death between the Annuity Starting Date and age 62, or between age 65 and the Annuity Starting Date, if benefits are not forfeited upon the death of the Participant prior to the Annuity Starting Date. If benefits are forfeited upon death before the Annuity Starting Date, such an adjustment is made. No forfeiture will be treated as occurring upon the Participant's death if the Plan does not charge Participants for providing a qualified preretirement survivor annuity, upon the Participant's death.

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a.	Appendix C-    For provisions applicable to O&R Participants transferred to or hired by CECONY or a CEI Affiliate.

b.	Appendix D-    For provisions applicable to Participants employed at facilities purchased from Western Massachusetts Electric Company.

c.	Appendix G-    For provisions applicable to a special adjustment in the Pension Allowance of certain Participants.

d.	Appendix H-    For provisions applicable to certain CECONY Participants at fossil-fueled divested operations.

e.	Appendix I-    For provisions applicable to O&R Participants under O&R’s Pension Protection Program.

f.	Appendix J-    For provisions applicable to certain CECONY Participants and CEI Participants at divested nuclear operations.

g.	Appendix K-    For provisions applicable to CECONY Support Employees Re: Voluntary Retirement Incentive - Support Organizations

h.	Appendix L-    For provisions showing illustrative calculations of the pension benefit adjustment for O&R Participants.

i.	Appendix M-    For provisions applicable to certain Participants employed at the Lakewood facilities.

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1.	Unmarried Participant If a CEI Participant is not married on his or her

2.	Married Participant If a CEI Participant is married on his or her Annuity Starting

3.	Small Benefit In the event the Cash Balance Account immediately payable to a CEI

b.	CECONY Participants

1.	Unmarried Participant If a CECONY Participant is not married on his or her Annuity

2.	Married Participant If a CECONY Participant is married on his or her Annuity Starting

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3.	Small Pension Allowance In the event that a Pension Allowance has a present value

4.	CECONY Management Participant Tier 1 Effective January 1, 2013, a CECONY

5.	Effective July 1, 2014, a CECONY Weekly Participant who (i) is a member of Local 3

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1.	Unmarried Participant If an O&R Participant is not married on his or her Annuity

2.	Married Participant If an O&R Participant is married on his or her Annuity Starting

3.	Small Pension Allowance If a pension Allowance has a present value of $1,000 or

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1.

Optional Forms Unless specifically stated otherwise, an unmarried CECONY Participant and an unmarried CEI Participant may, subject to the provisions of Section 5.03, elect to convert the Pension Allowance otherwise payable to him or her in the normal form of a single life annuity into an Actuarially Equivalent Benefit. A married CECONY Participant and a married CEI Participant may elect to convert his or her Pension Allowance payable in the normal form as a qualified joint and 50% surviving spouse annuity, into an optional benefit. The applicable factors for converting the single life annuity or the qualified joint and 50% surviving spouse annuity into an optional form are set forth in Appendix A.

2.

Twelve Year Certain and Life Annuity Option This form provides a modified Pension Allowance payable during the CECONY or CEI Participant’s life, reduced by the appropriate factor in Appendix A, for such married or unmarried CECONY or CEI Participant. If an unmarried CECONY or CEI Participant dies within the first 144 months after his or her Annuity Starting Date, the balance of those 144 monthly payments will be paid to one or more primary Beneficiaries named by him or her when he or she elected the option. If the Participant failed to designate a Beneficiary, the remainder is payable to the Participant’s estate. If the Participant named a primary but not contingent Beneficiary and the primary Beneficiary predeceases the Participant, then the remaining payments will be payable to the Participant’s estate. If the designated primary Beneficiary does not survive the full 144 months following the Participant’s Annuity Starting Date and the Participant does not or did not name a contingent Beneficiary, then the remaining payments will

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3.

Twelve Year Certain and Life Annuity - - CECONY Weekly Participant-1 and CECONY Management Participant Tier 1: A married CECONY Weekly Participant -1 may elect this 12 -Year Certain and Life Annuity Option and designate someone other than his or her spouse as the Beneficiary. If the CECONY Weekly Participant -1 dies within 144 months after his or her Annuity Starting Date, the balance of the 144 monthly payments will be paid to his or her Beneficiaries, as provided above. In order for a married CECONY Weekly Participant -1 to elect this option, his or her spouse must both consent to the waiver of his or her Surviving Spouse annuity and, if applicable, to the designation of another Beneficiary.

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4.	Joint and 100% Surviving Spouse Annuity A reduced Pension Allowance payable during the Participant’s life, and after his or her death, the same reduced amount payable during the life of, and to, his or her Surviving Spouse. At the election of the Participant, the option may include a pop-up feature, as described below:

i.

If the Participant does not elect the pop-up feature, then the amount payable for the life of the Participant shall be equal to the reduced Pension Allowance otherwise payable to the Participant, as such is reduced by the appropriate factor in Appendix A. The Surviving Spouse shall receive for his or her life an annuity equal to the reduced amount payable to the Participant (before giving effect to any option elected under Section 5.02(b)(3) below).

ii.

If the Participant elects the pop-up feature, then the amount payable to the Participant during the period that both the Participant and his or her spouse are alive shall be the reduced Pension Allowance otherwise payable to the Participant, as such is reduced by the appropriate factor in Appendix A. The amount payable to the Participant during any period subsequent to the death of his or her spouse shall be equal to the Pension Allowance otherwise payable to the Participant in the absence of an election under this paragraph.

5.

Joint and 75% Surviving Spouse Annuity Effective January 1, 2008, a Participant may elect a Joint and 75% Surviving Spouse Annuity. This optional form of Pension Allowance is a reduced Pension Allowance payable during the Participant’s life. After his or her death, 75% of his or her reduced Pension Allowance is payable during the life of, and to, his or her Surviving Spouse. At the election of the Participant, the option may include a pop-up feature, as described below:

i.	If the Participant does not elect the pop-up feature, then the amount payable for the life of the Participant shall be equal to the reduced Pension Allowance otherwise payable to the Participant, as such is reduced by the appropriate factor in Appendix A. The Surviving Spouse shall receive for his or her life an annuity equal to the 75% of the reduced amount payable to the

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ii.

If the Participant elects the pop-up feature, then the amount payable to the Participant during the period that both the Participant and his or her spouse are alive shall be the reduced Pension Allowance otherwise payable to the Participant, as such is reduced by the appropriate factor in Appendix A. The amount payable to the Participant during any period subsequent to the death of his or her spouse shall be equal to the Pension Allowance otherwise payable to the Participant in the absence of an election under this paragraph.

6.	Level Income Option

i.	Subsections (1) through (5) apply to a Level income option distribution that begins before January 1, 2005.

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ii.	Subsection (1) and (2) apply to a level income option distribution that begins on and after January 1, 2005.

7.	Cash Out Option

i.	A CECONY Participant who is not a Rule of 75 Participant may elect to receive the Pension Allowance otherwise payable to him or her in the form of a Cash Out. The election to receive a Cash Out may be made at any

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ii.

The Cash Out is a lump sum payment representing the present value of the deferred vested Pension Allowance payable to the Participant, in the form of a single life annuity, at Normal Retirement Date. Effective January 1, 1997, the amount of a Cash Out will be the greater of (A) the product of the deferred vested Pension Allowance amount determined in accordance with Section 4.05(a) and the Consolidated RPA ’94 Lump Sum Conversion Factor, as in effect for the Participant’s Annuity Starting Date, for the Participant’s age in such month, or (B) the product of the deferred vested Pension Allowance amount determined in accordance with Section 4.05(a), taking into account only the Participant’s employment and Annual Basic Straight-Time Compensation prior to January 1, 1997, and the factor in Appendix A, Section A-1, Table B for the Participant’s age as of his or her Annuity Starting Date. For the purpose of the foregoing sentence, a Participant’s age in any month shall be his or her age on the birthday nearer in time to the first of such month.

iii.

In lieu of the Cash Out, a CECONY Participant who is eligible to elect to receive a Cash Out may receive an immediate annuity, commencing in the month in which the Cash Out would otherwise have been payable, in accordance with the provisions of Section 5.03. The amount of such immediate annuity shall be the amount determined by dividing the Cash Out, computed in accordance with paragraph (i)(A) above, by an annuity conversion factor determined on the basis of the IRS Mortality Table, the Adjusted IRS Interest Rate, and the Participant’s age as of the month of determination. If the Participant is a CECONY Local 3-1 Employee, the amount of the immediate annuity is determined by dividing the Cash Out by an annuity conversion factor determined on the basis of the IRS Mortality

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iv.

Effective on and after June 1, 2017, a CECONY Management Participant may elect to receive her or his Pension Allowance otherwise payable to her or him in the form of a Cash Out. This optional form of Pension Allowance is available to each CECONY Management Participant who has 75 or more points. If the CECONY Management Participant is entitled, his or her Cash Out will be calculated taking into account an early retirement subsidy. If the CECONY Management Participant is married at both the time of making the election and the Annuity Starting Date, she or he must have spousal consent.

v.	Beginning on and after June 1, 2017, a CECONY Management Participant who has terminated employment and has deferred distribution of his or her Pension Allowance may elect to receive a Cash Out.

8.	Single Life Annuity Option

i.	This optional form of payment is also available to a married CECONY Weekly Participant -1. A married CECONY Weekly Participant -1 may elect a single life annuity payable for his or her life. If he or she selects this option, his or her spouse must consent to this form of distribution in accordance with the appropriate election and waiver requirements set forth in Section 5.03.

ii.

Effective January 1, 2013, a married CECONY Management Participant Tier 1 may elect a single life annuity payable for his or her life. If he or she selects this option, his or her spouse must consent to this form of distribution in accordance with the appropriate election and waiver requirements set forth in Section 5.03. If he or she selects this option, his or her Pre 2013 Benefit includes a protected subsidized 50% joint and surviving spouse annuity.

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1.

Joint and 100% Survivor Annuity A modified Pension Allowance payable during the O&R Participant’s life, with the provision that, on his or her death, the modified Pension Allowance shall be paid during the life of, and to, the surviving contingent annuitant who was nominated by the Participant by written designation duly filed with, and receipt acknowledged by, the Plan Administrator when the O&R Participant elected the option.

2.

Joint and 50% Survivor Annuity A modified Pension Allowance payable during the O&R Participant's life, with the provision that, after his or her death, a Pension Allowance at one half the rate of his or her modified Pension Allowance shall be paid during the life of, and to, the surviving contingent annuitant who was nominated by him or her by written designation duly filed with, and receipt acknowledged by, the Plan Administrator when he or she elected the option. This is the normal form of payment of the Normal Retirement Allowance for an O&R Participant who is married on his or her Annuity Starting Date, with the Participant’s spouse as contingent annuitant, as provided in Section 5.01(c).

3.

Joint and 100% Survivor Annuity with Pop-Up Feature A modified Pension Allowance payable during the O&R Participant's life, with the provision that, on his or her death, it shall be paid during the life of, and to, the contingent annuitant nominated by him or her by written designation duly filed with, and receipt acknowledged by, the Plan Administrator when he or she elected the option, if the contingent annuitant is surviving at the time of the O&R Participant’s death. If the designated contingent annuitant predeceases the O&R Participant, the Pension Allowance payable to the O&R Participant for months following the death of the contingent annuitant will increase to the Pension Allowance payable for the O&R Participant's life with no further benefits payable following the O&R Participant’s death.

4.	Joint and 50% Survivor Annuity With Pop-Up Feature A modified Pension Allowance payable during the O&R Participant’s life, with the provision that after his or her death a Pension Allowance at one-half the rate of his or her modified Pension Allowance will be paid during the life of, and to, the contingent annuitant nominated by him or her by written designation duly filed with, and receipt

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5.

Joint and 75% Survivor Annuity A modified (reduced) Pension Allowance payable during the O&R Participant’s life, with the provision that, on his or her death, 75% of the modified Pension Allowance shall be paid during the life of, and to, the surviving contingent annuitant who was nominated by the Participant by written designation duly filed with, and receipt acknowledged by, the Plan Administrator when the O&R Participant elected the option.

6.

Joint and 75% Survivor Annuity With Pop-Up Feature A modified (reduced) Pension Allowance payable during the O&R Participant’s life, with the provision that after his or her death a Pension Allowance at 75% the rate of his or her modified Pension Allowance will be paid during the life of, and to, the contingent annuitant nominated by him or her by written designation duly filed with, and receipt acknowledged by, the Plan Administrator when he or she elected the option, if the contingent annuitant is surviving at the time of the O&R Participant’s death. If the designated contingent annuitant predeceases the O&R Participant, the Pension Allowance payable to the O&R Participant for months following the death of the contingent annuitant will increase to the Pension Allowance payable for the O&R Participant’s life with no further benefits payable following the O&R Participant’s death.

7.	Option Forms Use of Actuarial Tables The optional forms of benefit amounts set forth for an O&R Participant will be calculated in accordance with the actuarial tables in Appendix A, Section A-2, Tables A through F.

8.

Effective on and after June 1, 2017, an O&R Management Participant may elect to receive her or his Pension Allowance otherwise payable to her or him in the form of a Cash Out. The election to receive a Cash Out may be made at any time subsequent to the O&R Management Participant's termination of employment, so long as the O&R Management Participant has made no other election. If the O&R Management Participant is married at both the time of making the election and the

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9.	An O&R Management Participant who, as of June 1, 2017, has deferred and has not begun to receive her or his Pension Allowance may elect to receive a Cash Out.

c.	CECONY Weekly Participant - 1 Special Rules In addition to the explanation

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d.	Timing for Giving Notice Each Employer shall provide the written explanation

e.	Cash Out Special Timing Notwithstanding the timing requirements for notices and

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f.	Revocation An election of an option may be revoked on a form provided by the

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a.	If the Participant’s Surviving Spouse is the sole Beneficiary, then, distributions will begin

b.	If the Surviving Spouse is not the beneficiary, then, distributions will begin by December

c.	If there is no Beneficiary as of September 30 of the year following the year of the

d.	If the Surviving Spouse is the sole beneficiary and the Surviving Spouse dies after the

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a.	the annuity distributions will be paid in periodic payments made at uniform intervals not longer than one year;

b.	the distribution period will be over a life (or lives) or over a period certain not longer than the period described below;

c.	once payments have begun over a period, the period will change only in accordance with this Section;

d.	payments will either be nonincreasing or increase only as follows:

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i.	unless the Annuity Starting Date is before the first Distribution Calendar Year, the life expectancy of the Beneficiary determined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year immediately following the calendar year of the Participant's death; or

ii.	if the Annuity Starting Date is before the first Distribution Calendar Year, the life expectancy of the Beneficiary determined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year that contains the Annuity Starting Date.

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b.	The Named Fiduciaries may allocate fiduciary responsibilities among themselves, and

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a.	has the power to manage, acquire or dispose of any asset of the Plan;

b.	is (i) registered as an investment advisor under the Investment Advisors Act of 1940, (ii) a bank, as defined in that Act, or (iii) an insurance company qualified to perform services described in paragraph (a) above; and

c.	has acknowledged in writing that he, she or it is a fiduciary with respect to the Plan.

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a.	Applications for benefits and inquiries concerning the Plan (or concerning present or

b.	In the event that an application for benefits is denied in whole or in part, the Plan

c.	A Participant or Beneficiary whose application for benefits was denied in whole or part, or

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d.	The Plan Administrator will act on each request for a review within 60 days after receipt,

e.	The Plan Administrator shall adopt such rules, procedures and interpretations of the Plan

f.	No legal action for benefits under the Plan may be brought unless and until the

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a.	exceed 3%, or

b.	be less than 0% of the eligible Pension Allowance.

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a.	the gross monthly Pension Allowance as of the Annuity Starting Date, or as of June 1, 1993 for a retired O&R Participant whose Annuity Starting Date occurred prior to January 1, 1989, or in both cases such other gross monthly Pension Allowance, then being paid to the extent it is not a PBA under this Section 11.06, by

b.	a percentage (rounded to the nearest 100th of a percent) equal to 75% of the “cumulative percentage change” in the CPI-U for the year in excess of 20%, but not more than the applicable “cumulative maximum percentage,” as defined below.

c.	an O&R Hourly Employee -1 is not entitled to a pension benefit adjustment. His or her Pension Allowance will be calculated and accrued without a pension benefit adjustment (cost-of-living-adjustment). The pension benefit adjustment also will not apply to the Eligible Spouse, Contingent Annuitant or Alternate Payee of an O&R Hourly Employee -1.

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a.	as of the July 1 coincident with or next following the spouse's or contingent annuitant's Annuity Starting Date if the retired O&R Participant or vested O&R Participant had previously received one or more PBAs under Section 11.06 above, or

b.	as of the July 1, on or after July 1, 1993, of the year for which the “cumulative percentage change in the CPI-U” first exceeds 20%.

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a.	50 Percent Limitation on Single Sum Payments, Other Accelerated Forms of Distribution,

i.	50 percent of the present value of the benefit payable in the optional form of benefit that includes the Prohibited Payment; or

ii.	100 percent of the PBGC maximum benefit guarantee amount (as defined in § 1.436-1 (d)(3)(iii)(C) of the Treasury Regulations).

b.	Plan Amendments Increasing Liability for Benefits No amendment that has the effect of increasing liabilities by reason of increases in benefits, establishment of new benefits,

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i.	Less than 80 percent; or

ii.	80 percent or more, but would be less than 80 percent if the benefits attributable to the amendment were taken into account in determining the AFTAP.

i.	Less than 60 percent; or

ii.	60 percent or more, but would be less than 60 percent if the AFTAP were redetermined applying an actuarial assumption that the likelihood of occurrence of the unpredictable contingent event during the plan year is 100 percent.

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c.	Section 436 Measurement Date means the date that stops or starts the application of

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Note:	Ages for determination of option reduction: Step 1: Determine Participant’s nearest age in terms of years and months at the date payments commence. Step 2: Determine difference in Participant’s and contingent annuitant’s dates of birth to nearest year. Step 3: Spouse’s nearest age is Participant’s nearest age in Step 1 plus or minus difference determined in Step 2.

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Note:	Ages for determination of option reduction: Step 1: Determine Participant’s nearest age in terms of years and months at the date payments commence. Step 2: Determine difference in Participant’s and contingent annuitant’s dates of birth to nearest year. Step 3: Spouse’s nearest age is Participant’s nearest age in Step 1 plus or minus difference determined in Step 2.

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Note:	Ages for determination of option reduction: Step 1: Determine Participant’s nearest age in terms of years and months at the date payments commence. Step 2: Determine difference in Participant’s and contingent annuitant’s dates of birth to nearest year. Step 3: Spouse’s nearest age is Participant’s nearest age in Step 1 plus or minus difference determined in Step 2.

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Note:	Ages for determination of option reduction: Step 1: Determine Participant’s nearest age in terms of years and months at the date payments commence. Step 2: Determine difference in Participant’s and contingent annuitant’s dates of birth to nearest year. Step 3: Spouse’s nearest age is Participant’s nearest age in Step 1 plus or minus difference determined in Step 2.

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Note:	Ages for determination of option reduction: Step 1: Determine Participant’s nearest age in terms of years and months at the date payments commence. Step 2: Determine difference in Participant’s and contingent annuitant’s dates of birth to nearest year. Step 3: Spouse’s nearest age is Participant’s nearest age in Step 1 plus or minus difference determined in Step 2.

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Note:	Ages for determination of option reduction: Step 1: Determine Participant’s nearest age in terms of years and months at the date payments commence. Step 2: Determine difference in Participant’s and contingent annuitant’s dates of birth to nearest year. Step 3: Spouse’s nearest age is Participant’s nearest age in Step 1 plus or minus difference determined in Step 2.

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Note:	Ages for determination of option reduction: Step 1: Determine Participant’s nearest age in terms of years and months at the date payments commence. Step 2: Determine difference in Participant’s and contingent annuitant’s dates of birth to nearest year. Step 3: Spouse’s nearest age is Participant’s nearest age in Step 1 plus or minus difference determined in Step 2.

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Note:	Ages for determination of option reduction: Step 1: Determine Participant’s nearest age in terms of years and months at the date payments commence. Step 2: Determine difference in Participant’s and contingent annuitant’s dates of birth to nearest year. Step 3: Spouse’s nearest age is Participant’s nearest age in Step 1 plus or minus difference determined in Step 2.

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A.	Normal Retirement Benefit for a CECONY Weekly Participant (member of Local 1-2 and member of Local 3)

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A.	Normal Retirement Benefit for CECONY Management Participant

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A.	Normal Retirement Benefit for O&R Participant

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A.

Effective April 1, 2001, there will be an increase of $50 per month (“Special Pension Adjustment”) in the monthly Pension Allowance payments to those, other than the Participants and Surviving Spouses excluded by reason of paragraph B below, CECONY Management Participants, CECONY Weekly Participants, and the Surviving Spouses of CECONY Management Participants and CECONY Weekly Participants whose Monthly Pension Allowance payment only as of, and in, March 2001 is equal to or less than $1,000 a month.

B.

The Special Pension Allowance shall not be payable to a terminated vested CECONY Participant who is not a Rule of 75 Participant, a Surviving Spouse of a terminated vested CECONY Participant who is not a Rule of 75 Participant, an alternate payee, whether or not the alternate payee is in pay status, or to a non-spouse Beneficiary without regard to the fact that such person may otherwise satisfy the dollar amount.

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(a)	No employee described in this Addendum I will be eligible for a disability benefit from the O&R Plan after the Divestiture Date.

(b)

An employee who declines an offer of employment with Southern (except as otherwise provided in footnote 6) will be eligible for a vested Participant Spouse’s Allowance prior to the employee’s Annuity Starting Date, unless coverage is waived. Employees who did not apply for employment with Southern and who are covered under the Pension Protection Program will be treated as actively employed and their spouses will be entitled to a pre-commencement Spouse’s Allowance for which there is no coverage charge; provided, however, that Spouse’s Allowance coverage will cease as of the end of the 5-year protection period in the case of 40/20 employees.

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(a)	No Employee described in this Addendum II will be eligible for a disability benefit from the O&R Plan after termination of employment.

(b)	50/10 and 40/20 Employees who terminate employment covered under the VSP will be treated as actively employed and their spouses will be entitled to a

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•	The Consolidated Edison

•	The Consolidated Edison

•	The Defined Contribution Pension Formula

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•	Amended as of May 8, 2002 For Inclusion of the Employee Stock Ownership Plan;

•	Amended August 2003 For Favorable Determination Letter and the Economic Growth and Tax Relief Reconciliation Act;

•	Amended Effective as of January 1, 2005 To Take Into Account Changes Made By The Collective Bargaining Agreement For Local 1-2 Of The Utility Workers Of America, AFL-CIO, As Effective June 27, 2004, Through June 28, 2008;

•	Amended Effective as of January 1, 2005 to Take Into Account the Collective Bargaining Agreement for Local 503, of the International Brotherhood of Electrical Workers, AFL-CIO, As effective June 1, 2004, Through June 1, 2009;

•	Amended Effective February 1, 2007 for Changes in Loan Provision for CECONY Management or CEI Participants;

•	Amended December 2008 In Accordance with the November 2008 IRS Favorable Determination Letter;

•	Amended Effective as of July 1, 2008 To Take Into Account Changes Made By the 2008 -2012 Collective Bargaining Agreement For Local 1-2 Of The Utility Workers of America, AFL-CIO.

•	Restated as of January 31, 2007 in Accordance with Revenue Procedure 2006-66 and Notice 2005-101. The Restatement Reflects Changes Under EGTRRA, with technical corrections made by the Job Creation and Worker Assistance Act of 2002 (JCWAA),

•	Amended Effective as of January 1, 2013, To Take Into Account Changes Made By the 2012 -2016 Collective Bargaining Agreement For Local 1-2 of the Utility Workers of America, AFL-CIO.

•	Amended Effective as of July 1, 2013 To Take Into Account Changes Made By the 2013 -2017 Collective Bargaining Agreement For Local 3 of The International Brotherhood of Electrical Workers, AFL-CIO.

•	Amended Effective as of June 2014 To Take Into Account Changes Made By the 2014 -2017 Collective Bargaining Agreement For Local 503 Of The International Brotherhood of Electrical Workers, AFL-CIO.

•	Amended February 2015 to Incorporate the Amendments Approved by the IRS Favorable Determination Letter dated January 29, 2015.

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•	Amended Effective January 2016 to Take Into Account Administrative Non-material Changes (such as, and for the sake of uniform administration, consolidating language of those provisions the apply identically to CECONY and O&R Management Participants).

•	Amended and Restated as of December 31, 2016, To Take Into Account Changes Made By the 2016 -2020 Collective Bargaining Agreement For Local 1-2 of the Utility Workers of America, AFL-CIO and the Changes Approved by the Boards in November 2016.

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i.	the Consolidated Edison Thrift Savings Plan for Management Employees (the “CECONY Management Plan”);

ii.	the Orange and Rockland Utilities, Inc. Management Employees Savings Plan (the “O&R Management Plan”) and

iii.	the Orange and Rockland Utilities, Inc. Hourly Group Savings Plan (the “O&R Hourly Plan”).

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i.	effective January 1, 2017, he or she may make Roth Contributions;

ii.	effective January 1, 2018, employee contributions will be based on a percentage of his or her straight- time pay;

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iii.	effective January 1, 2018, he or she may contribute up to, but no more than, 50% of pay;

iv.	effective on January 1, 2018, the maximum Employer Matching Contribution for an employee covered under the Final Average Pay Formula in the Retirement Plan will be 50% of the first 6% of his or her contribution up to but not to exceed $1,600, effective on and after January 1, 2019, not to exceed $1,650, and effective on and after January 1, 2020, not to exceed $1,700;

v.

beginning on January 1, 2018, the maximum Employer Matching Contribution for each employee covered under the Cash Balance Pension Formula in the Retirement Plan or the Defined Contribution Pension Formula in the Thrift Savings Plan, will be 100% of the first 6% of an employee’s contribution up to but not to exceed $3,200.00; beginning on and after January 1, 2019, not to exceed $3,300.00 and beginning on and after January 1, 2020, not to exceed $3,400.00;

vi.	an employee hired on or after January 1, 2018, and an employee hired before January 1, 2018, who is not participating in the Thrift Savings Plan, will be subject to an Auto Enrollment Feature;

vii.	effective July 2019, each employee contributing less than 2% will be subject to an Auto Escalation Feature;

viii.	Provisional Customer Field Representatives are eligible to participate in the 401(k) formula but not eligible to participate in the 401(m) - employer matching contribution formula, the loan feature, the Auto Enrollment Feature, the Auto Escalation Feature, the Defined Contribution Pension Formula, or the ESOP; and

ix.	a Local 1-2 employee who is first hired on or after July 1, 2016, or is covered under the Cash Balance Pension Formula in the Retirement Plan, each will be given a Pension Choice.

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Article I.	Definitions                                      1

1.01	Account Balance                                    1

1.02	Actual Deferral Percentage                            1

1.03	Affiliate                                        2

1.04	After-Tax Contribution                                2

1.05	After-Tax Contributions Subaccount                        2

1.06	Annual Dollar Limit                                    2

1.07	Annuity Starting Date                                3

1.08	Austerity Period                                    3

1.09	Average Actual Deferral Percentage                        3

1.10	Average Contribution Percentage                            3

1.11	Beneficiary                                        3

1.12	Board                                            3

1.13	Break in Service                                    3

1.14	Cash Balance Pension Formula                            3

1.15	CECONY                                        3

1.16	CECONY Management Employee                        4

1.17	CECONY Management Participant                        4

1.18	CECONY Management Plan                            4

1.19	CECONY Participant                                4

1.20	CECONY Weekly Employee                            4

1.21	CECONY Weekly Participant                            4

1.22	CECONY Weekly Plan                                4

1.23	CEI                                            4

1.24	CEI Affiliate or CEI Affiliates                            4

1.25	CEI Employee                                    4

1.26	CEI Participant                                    4

1.27	Code                                            4

1.28	Company                                        4

1.29	Company Stock and Company Stock Fund                    4

1.30	Compensation                                    4

1.31	Compensation Credit Contributions                     6

1.32	Contribution Percentage                             6

1.33	Cost-of-Living Adjustment                             6

1.34	Defined Contribution Pension Formula Subaccount             6

1.35	Disability                                     7

1.36	Eligible Employee                                 7

1.37	Employee                                     7

1.38	Employer                                     7

1.39	Employer Contribution                             7

1.40	Employer Matching Contribution                         7

1.41	Employer Matching Contributions Subaccount                 7

1.42	ERISA                                         7

1.43	ESOP                                         8

1.44	ESOP Effective Date                             8

1.45	ESOP Trust Fund                                 8

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1.46	Excess Aggregate Contributions                         8

1.47	Excess Contributions                             8

1.48	Excess Elective Deferral Percentage (Excess Pre-Tax Contributions) 8

1.49	Excess Pre-Tax Contributions                         9

1.50	Highly Compensated Employee                         9

1.51	Hour of Service                                  9

1.52	Investment Fund                                 10

1.53	Investment Manager                             10

1.54	Leased Employee                                 10

1.55	Loan Reserve                                 10

1.56	Local 1-2 Employee                                 10

1.57	Local 3 Employee                                 10

1.58	Named Fiduciaries                                 10

1.59	Non-Highly Compensated Management Employee             11

1.60	Non-Participating Contribution                         11

1.61	O&R                                         11

1.62	O&R Employee                                 11

1.63	O&R Hourly Employee                             11

1.64	O&R Hourly Plan                                 11

1.65	O&R Management Employee                         11

1.66	O&R Management Plan                             11

1.67	O&R Participant                                 11

1.68	Participant                                     11

1.69	Participating Contribution                             11

1.70	Payroll Period                                 11

1.71	Pension Choice                                 12

1.72	PCFR                                         12

1.73	Plan                                         12

1.74	Plan Administrator                                 12

1.75	Plan Year                                     12

1.76	Pre-Tax Contribution                             12

1.77	Pre-Tax Contributions Subaccount                     12

1.78	Prior Plan or Prior Plans                             12

1.79	Qualified Default Investment Alternative                     13

1.80	Qualifying Employer Securities                         13

1.81	Qualified Non-Elective Contribution           13

1.82	Record Keeper                                 13

1.83	Retirement                                     13

1.84	Retirement Plan                                 13

1.85	Rollover Contributions                             13

1.86	Rollover Contributions Subaccount                     14

1.87	Roth Contributions                                 14

1.88	Roth Contributions Subaccount                         14

1.89	Section 125 Contributions                             14

1.90	Section 132 Contributions                              14

1.91	Shares                                     14

1.92	Statutory Compensation                             14

1.93	Total Compensation                                 14

1.94	Top Heavy Group                                  15

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1.95	Top-Heavy Plan                                 15

1.96	Transferred Employer and Employee PAYSOP Contributions     15

1.97	TRASOP                                     15

1.98	TRASOP Account                                  15

1.99	TRASOP Trust Fund                             15

1.100	Trust Fund                                     15

1.101	Trustee     15

1.102	Valuation Date     15

1.103	Vested Portion     15

1.104	Year of Service     16

Article II.	Eligibility and Participation     17

2.01	Eligibility     17

2.02	Eligibility to Participate in the Defined Contribution Pension Formula     17

2.03	Participation     17

2.04	Reemployment of Former Employees and Former Participants     18

2.05	Transferred Participants     18

2.06	Termination of Participation     18

2.07	Participation in ESOP     19

Article III.	Contributions     20

3.01	Contribution Election     20

3.02	Pre-Tax Contribution Dollar Limitation and Re-characterization     23

3.03	Return of Excess Pre-Tax Contributions     23

3.04	Excess Deferrals to Other Plans     24

3.05	Participating Contributions Eligible for Employer Matching Contributions     24

3.06	Rollover Contributions     35

3.07	Changes in Contributions     36

3.08	Payment To Trust     36

3.09	No Contributions to TRASOP     36

3.10	Catch-Up Contributions     36

3.11	Employer Matching Contributions to ESOP     37

3.12	Auto Enrollment Feature     37

3.13	Auto Escalation Feature     38

Article IV.	Investment Elections - Timing and Frequency     41

4.01	Employer Matching Contributions Election     41

4.02	Participant Pre-Tax Contributions, After-Tax Contributions and Rollover Contributions     41

4.03	Change of Election     41

4.04	Forfeitures     41

Article V.	The Trust Fund - Investments     42

5.01	Trust Agreement     42

5.02	Investment of Trust Fund     42

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5.03	Qualified Default Investment Alternative (“QDIA”) and Fiduciary Relief     43

5.04	Company Stock Fund     44

5.05	Accounts and Subaccounts     45

5.06	Statements of Account     46

5.07	Responsibility for Investment     46

5.08	Eligible Investment Advice     46

Article VI.	Vesting     49

6.01	Participant Contributions     49

6.02	Employer Matching Contributions     49

6.03	Special Vesting Rules     50

6.04	Employer Compensation Credit Contributions     50

Article VII.	Distributions, Withdrawals and Forfeitures     51

7.01	Voluntary Termination or Termination by the Company - Forfeitures     51

7.02	Death     52

7.03	Withdrawals - In Service     52

7.04	Hardship Withdrawals     53

7.05	Distribution from Company Stock Fund     56

7.06	Leaves of Absence     56

7.07	Age 70½ Required Distribution     57

7.08	Form and Timing of Distributions     58

7.09	Proof of Death and Right of Beneficiary or Other Person     59

7.10	Distribution Limitation     60

7.11	Direct Rollover of Certain Distributions     60

7.12	Qualified Distribution from a Designated Roth Subaccount      62

7.13	Change in Status     62

Article VIII.	Non-Discrimination and Limitation     63

8.01	Actual Deferral Percentage Test     63

8.02	Actual Contribution Percentage Test     65

8.03	Separate Non-Discrimination Testing     67

8.04	Maximum Annual Additions     67

Article IX.	Loans     70

9.01	Loans Permitted     70

9.02	Amount of Loans     70

9.03	Source of Loans     70

9.04	Interest Rate     71

9.05	Repayment     71

9.06	Multiple Loans     72

9.07	Pledge     72

9.08	Loan Reserve     72

9.09	Other Terms     73

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Article X.	Administration of the Plan, ESOP and TRASOP     74

10.01	Named Fiduciaries and Plan Administrator of Plan, ESOP, and TRASOP     74

10.02	Authority of Plan Administrator     74

10.03	Reliance on Reports     75

10.04	Delegation of Authority     75

10.05	Administration Expenses     75

10.06	Fiduciary Insurance     76

10.07	Claim Review     76

10.08	Appointment of Trustee     77

10.09	Limitation of Liability     77

Article XI.	Miscellaneous     79

11.01	Exclusive Benefit - Amendments     79

11.02	Termination - Sale of Assets of Subsidiary     79

11.03	Beneficiaries     80

11.04	Assignment of Benefits     81

11.05	Merger     82

11.06	Conditions of Employment Not Affected by Plan     82

11.07	Facility of Payment     82

11.08	Information     83

11.09	Additional Participating Employers     83

11.10	IRS Determination     83

11.11	Mistaken Contributions     84

11.12	Prevention of Escheat     84

11.13	Construction     84

Article XII.	Top-Heavy Provisions     85

12.01	Application of Top-Heavy Provisions     85

12.02	Minimum Benefit for Top-Heavy Year     85

12.03	Minimum Benefits     86

12.04	Aggregation Groups     86

12.05	Special Benefit Limits     86

12.06	Special Distribution Rule     86

Article XIII.	Tax Reduction Act Stock Ownership Plan     88

13.01	Purpose - Separate Entity     88

13.02	TRASOP Accounts - Application of Dividends     88

13.03	Voting Rights, Options, Rights, and Warrants     90

13.04	Distribution of Shares     90

13.05	Diversification of TRASOP Accounts     92

Article XIV.	Employee Stock Ownership Plan     94

14.01	Purpose - Separate Entity     94

14.02	Special Definitions for ESOP     94

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14.03	Participation in ESOP     95

14.04	Employer Matching Contributions     95

14.05	Purchase of Shares for ESOP Trust Fund     95

14.06	Dividends     96

14.07	Voting Rights, Options, Rights, and Warrants     97

14.08	Transferability     97

14.09	Diversification     97

14.10	Distribution of Shares     98

Article XV.	Defined Contribution Pension Formula    101

15.01	Special Definitions Applicable to the Defined Contribution Pension

15.02	Defined Contribution Pension Formula -Eligible Groups    101

15.03	Participation Rules in the DCPF - For a Local 3 Employee - Pension Choice    103

15.04	Participation Rules for a Local 3 Employee Transferring From the Retirement Plan    103

15.05	Participation Rules for an O&R Hourly Employee Transferring From the Retirement Plan - Pension Choice    104

15.06	Defined Contribution Pension for an O&R Hourly Employee Hired On or After June 1, 2014    104

15.07	Participation Rules in the DCPF for a Local 1-2 Employee - Pension

15.08	Participation Rules for a Local 1-2 Employee Transferring From the Retirement Plan    105

15.09	Participation Rules for Management Employee - for CECONY Management Employee, O&R Management Employee, and CET Employee    106

15.10	Participation Rules for Management Participants Transferring From the Retirement Plan -    106

15.11	Defined Contribution Pension Formula    107

15.12	Participant Investment Directions and Choices for the DCPF Account    108

15.13	Vesting in Compensation Credit Contributions    109

15.14	Form and Timing of Distributions    109

15.15	Death Benefits    110

15.16	Proof of Death and Right of Beneficiary or Other Person    111

15.17	Distribution Limitation    111

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(b)	are allocated to the Eligible Employee as of a date within that Plan Year and the

(c)	are actually paid to the Trustee no later than 12 months after the end of the Plan

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f.	For purposes of a “Compensation Credit Contribution,” under the Defined

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a.	The aggregate Contribution Percentage Amounts taken into account in computing

b.	The maximum hypothetically Contribution Percentage Amounts permitted by the

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(aa)	Non-Participating After-Tax Contributions, to the extent of the Excess Aggregate Contributions, will be paid to the Participant; and then, if necessary;,

(bb)

so much of the Participating After-Tax Contributions and corresponding Employer Matching Contributions, as is necessary to meet the test will be reduced, with the After-Tax Contributions, together with Earnings, being paid to the Participant and the Employer Matching Contributions, together with Earnings, being reduced, with vested Employer Matching Contributions being paid to the Participant and Employer Matching Contributions which are forfeitable under the Thrift Savings Plan being forfeited and applied to reduce Employer Matching Contributions; then if necessary;

(cc)	so much of the Employer Matching Contributions, together with Earnings, as is necessary to equal the balance of the Excess Aggregate Contributions will be reduced, with vested Employer Matching Contributions being paid to the Participant and Employer Matching Contributions which are forfeitable under the Thrift Savings Plan being forfeited and applied to reduce Employer Matching Contributions.

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(i)	A Participant may elect to receive a distribution of his or her TRASOP Account as a full or partial lump sum.

(ii)	Accounts of $1,000 or less. A terminated Participant with an Account Balance equal to or less than $1,000 shall receive a distribution of his or her account in a single lump sum distribution as soon as practicable following termination.

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1.	Section 2.04(c)(i) is amended by adding the following sentence to the end thereof:

2.	Section 2.04(c)(ii) is amended by adding the following sentence to the end thereof:

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1.	The “Purpose” section of the Plan is amended by adding to the following to the end thereof:

2.	Section 1.29 “Eligible Employee” is amended by adding the following to the end thereof:

3.	A new Section 1.44 “Pension Choice” is added as follows:

4.	Section 2.01 is amended by adding the following to the end thereof:

5.	Section 2.06 is amended by adding the following to the end thereof:

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(i)	A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)	An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(iii)	A Person or Group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(iv)	An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii) above.

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i.

any person, as defined in Section 3(a)(9) of the Exchange Act, as such term is modified in Sections 13(d) and 14(d) of the Exchange Act (other than (i) any employee plan established by any “Corporation” (which for these purposes shall be deemed to be the Company and any corporation, association, joint venture, proprietorship or partnership which is connected with the Company either through stock ownership or through common control, within the meaning of Sections 414(b) and (c) and 1563 of the Code),

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ii.

during any period of up to two consecutive years individuals who, at the beginning of such period, constitute the Board cease for any reason to constitute a majority of the directors then serving on the Board, provided that any person who becomes a director subsequent to the beginning of such period and whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by at least two thirds of the directors then still in office who either were directors at the beginning of such period or whose appointment, election or nomination for election was previously so approved (other than a director (i) whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act; or (ii) who was designated

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iii.

consummation of a merger or consolidation of the Company with any other corporation or approval of the issuance of voting securities of the Company in connection with a merger or consolidation of the Company occurs (other than (i) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of any Corporation, at least 51% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner (as defined in paragraph (a) above), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or the affiliates of a business) representing 20 percent or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the Company’s then outstanding voting securities; or

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iv.

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 65% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the Company immediately prior to the sale.

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i.

the Participant’s election to have his or her Compensation reduced by 6% or, effective January 1, 2013, if (A) the Participant is covered under the cash balance formula of the Retirement Plan or, (B) on or after January 1, 2017, the DCPF Participant is covered under the DCPF, the DCPF Participant’s election to have his or her Compensation reduced by 8% (or such other percentage as specified for such purpose by the Plan Administrator), and credited on his or her behalf to the Plan as Basic Salary Deferrals;

ii.	the percentage of the Participant’s Compensation to be reduced and credited on the Participant’s behalf to the DIP by the Company as Supplemental Salary Deferrals. Such percentage shall be in multiples of 1% and shall not exceed 50% unless the Plan Administrator specifies some other percentage for such purpose;

iii.	the percentage (in multiples of 1% up to 100%) of Dividend Equivalent Payments or Incentive Award payments credited to the Participant’s Account in this Plan for such Plan Year;

iv.	the Participant’s preferences for allocating contributions credited for such Plan Year among the Deemed Investment Options;

v.	if applicable, the specific payment commencement date for any In-Service Distribution permitted in accordance with Section 4.01(a), which date shall

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vi.	an election, if any, of the form of payment upon the Participant’s Separation from Service as provided in Section 4.02(b).

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i.	the product of (A), (B) and (C) as follows:

A.	is an amount equal to the Participant’s Compensation for the Plan Year;

B.	is the maximum percentage of “Compensation” (as such term is defined under the Thrift Savings Plan) with respect to which Matching Company Contributions under the Thrift Savings Plan may be made; and

C.	is the rate at which Matching Company Contributions are made under the Thrift Savings Plan; and

ii.	is the actual amount of the Matching Company Contributions made by the Company on behalf of the Participant under the Thrift Savings Plan for such Plan Year.

d.	Supplemental Matching Company Contributions. The Chief Executive Officer of the Company may authorize that Supplemental Matching Company Contributions be made for a Plan Year, which shall be allocated in such amounts and to such Participants as the Chief Executive Officer of the Company shall determine in a manner consistent with Section 409A.

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e.

Mandatory Bonus Deferral Contributions. The amount of Mandatory Bonus Deferral Contributions for a Plan Year shall be equal to the value on the Change of Administration Date of any portion of the Mandatory Deferral Portion of an Incentive Award granted under the Executive Incentive Plan that is administered and accounted for as a liability under this Plan in accordance with the Executive Incentive Plan.

f.

Optional Bonus Deferral Contributions. The amount of Optional Bonus Deferral Contributions for a Plan Year shall be equal to the value on the Change of Administration Date of any portion of the Optional Deferral Portion of an Incentive Award granted under the Executive Incentive Plan that is administered and accounted for as a liability under this Plan in accordance with the Executive Incentive Plan.

g.	Dividend Equivalent Contributions. The amount of Dividend Equivalent Contributions for a Plan Year will be equal to the dividend payments attributable to the number of restricted stock units paid on the dividend payment dates during the Plan Year that have been deferred in accordance with the applicable Participant’s Deferred Compensation Agreement.

h.	Restricted Stock Cash Value Contributions. The amount of a Restricted Stock Cash Value Contribution for a Plan year will be determined based on the agreement of the affected Participant.

i.	EIP Award Contributions. The amount of an EIP Incentive Award for a Plan Year will be equal to the amount of the Participants EIP Incentive Award he or she elects to defer into the Plan in accordance with the applicable Participant’s Deferred Compensation Agreement.

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j.	ATIP Award Contributions. The amount of an ATIP Incentive Award for a Plan Year will be equal to the amount of the Participant’s ATIP Incentive Award he or she elects to defer into this Plan in accordance with the applicable Participant’s Deferred Compensation Agreement.

k.	LTIP Award Contributions. The amount of an LTIP Incentive Award for a Plan Year will be equal to the amount of the Participant’s LTIP Incentive Award he or she elects to defer into the Plan in accordance with the applicable Participant’s Deferred Compensation Agreement.

l.	Affiliated Company Bonus Plan Award Contributions. The amount of an Affiliated Company Bonus Plan Incentive Award for a Plan Year will be equal to the amount of the Participant’s Affiliated Group Bonus Plan Award he or she elects to defer into the Plan in accordance with the applicable Participant’s Deferred Compensation Agreement.

m.

DCPF Contributions. In the case of a DCPF Participant, the amount of DCPF Contributions for a Plan Year will be equal to (a) the contribution amount that would have been credited to a DCPF Participant under the DCPF if (i) the Thrift Savings Plan included such DCPF Participant’s Annual Incentive Award in determining the contribution, and (ii) there was no Statutory Compensation Limit in effect, minus (b) the amount actually credited to a DCPF Participant under the Thrift Savings Plan. In the case of a DCPF Section 415 Participant, the determination of the amount of DCPF contributions is as described above except that any Annual Incentive Award earned shall be excluded from clause (a)(i) above.

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i.	The contributions recorded on the books of the Company pursuant to Section 3.01(c) above shall be credited to a Participant’s Matching Company Contribution Account at the same time as they would have been credited to the Participant’s account under the Thrift Savings Plan had such contributions been made under the Thrift Savings Plan.

ii.	The contributions recorded on the books of the Company pursuant to Section 3.01(d) above shall be credited to a Participant’s Supplemental Matching Company Contribution Account at the time designated for such purpose by the Chief Executive Officer of the Company.

iii.

The contributions recorded on the books of the Company shall be credited to a Participant’s Mandatory Bonus Deferral Account, Optional Bonus Deferral Account, Dividend Equivalent Payments Contributions Account, Restricted Stock Cash Value Contributions Account, EIP Award Contributions Account, ATIP Award Contributions Account, LTIP Award Contributions Account, Affiliated Company Bonus Plan Award Contributions Account, DCPF Contributions Account, 415(c) Contributions Account on the date such contributions are first administered and accounted for as a liability under this Plan.

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iv.	As of April 1, 1999, or the date thereafter on which it is administratively practicable as determined by the Plan Administrator, the contributions recorded on the books of the Company on account of amounts credited under the Supplemental Thrift Plan shall be credited to a Participant’s Matching Company Contribution Account.

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i.	in accordance with the Participant’s election in the applicable Deferred Compensation Agreement, with respect to payment of a Participant’s Supplemental Salary Deferral Account attributable to Supplemental Salary Deferrals made on the Participant’s behalf for a Plan Year and earnings, gains and losses thereon;

ii.	in accordance with the Participant’s election relating to the Mandatory Deferral Portion of any Incentive Award granted under the Executive Incentive Plan, with respect to payment of a Participant’s Mandatory Bonus Deferral Account attributable to Mandatory Bonus Deferral Contributions relating to such Mandatory Deferral Portion and earnings, gains and losses thereon;

iii.	in accordance with the Participant’s election relating to the Optional Deferral Portion of any Incentive Award granted under the Executive Incentive Plan, with respect to payment of a Participant’s Optional Bonus Deferral Account attributable to Optional Bonus Deferral Contributions relating to such Optional Deferral Portion and earnings, gains and losses thereon;

iv.	in accordance with the Participant’s election in effect under the Executive Incentive Plan, immediately prior to the transfer of any Incentive Award

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v.	in accordance with the Participant’s election in effect under an award agreement or a Deferred Compensation Agreement, with respect to Dividend Equivalent Contributions and/or Restricted Stock Cash Value Contributions and earnings, gains and losses; and

vi.	in accordance with the Participant’s election in the applicable Deferred Compensation Agreement, with respect to payment of a Participants Incentive Award and earnings, gains and losses thereon.

i.	if payment of a Participant’s Accounts is to be made in the form of a lump sum, such payment shall be made 60 days following the Participant’s Separation from Service or, at the election of the Participant, in a Deferred Compensation Agreement under Section 2.02, no later than the fifteenth calendar year following the Participant’s Separation from Service; or

ii.	if payment of a Participant’s Accounts is to be made in the form of installments pursuant to the Participant’s election in accordance with Section 4.02, such payments shall commence on the January 1 following the

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i.	unless a Participant elects otherwise in accordance with subparagraph (iii) below, payment of the Participant’s Accounts payable on account of such Participant’s Separation from Service shall be made in the form of a single lump sum;

ii.

a Participant may elect that payment of the Participant’s Accounts attributable to the amounts credited to Participant’s Mandatory Bonus Deferral Account and Optional Bonus Deferral Account from the Executive Incentive Plan, which were credited thereunder prior to April 1, 1999 and for which Participant had elected an annuity benefit payable under the Executive Incentive Plan, be paid in the form of annual cash installments for a period of years not to exceed ten;

iii.

a Participant may elect at the time of making a Deferred Compensation Agreement under Section 2.02 that if a Participant’s total Accounts balances exceeds the limit set forth under Section 402(g) of the Code for the applicable year at the time payment commences, payment of the Participant’s Accounts payable on account of such Participant’s Separation from Service, shall be made in the form of annual or quarterly cash installments for a period of years, not to exceed fifteen, in lieu of a single lump sum; and

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iv.

during an installment payment period, the Participant’s Accounts shall continue to be credited with earnings, gains and losses as provided in Section 3.02. The first installment shall be made following the January 1 coincident with or next following the Participant’s Separation from Service. Subsequent installments, if any, shall be paid following the beginning of the following calendar year and each subsequent year of the installment period. The amount of each installment shall equal the sum of the balance in the Participant’s Accounts as of the Valuation Date coincident with or immediately preceding the date of such installment’s distribution divided by the number of remaining installments (including the installment being determined).

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i.	the creation of such trust shall not cause the Plan to be other than “unfunded” for purposes of Title I of ERISA;

ii.	the Company shall be treated as “grantor” of such trust for purposes of Section 677 of the Code;

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iii.	the agreement of such trust shall provide that its assets may be used upon the insolvency or bankruptcy of the Company to satisfy claims of the Company’s general creditors and that the rights of such general creditors are enforceable by them under federal and state law;

iv.	without in any way limiting the choice of assets thereunder, such trust may invest in life insurance policies; and

v.	the establishment, operation and funding of the trust shall comply with applicable law, including, without limitation, Section 409A.

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(a)	Orange and Rockland

(b)	Consolidated Edison Transmission, Inc. shall become a participating company in the Plan effective as of January 1, 2017, and its eligible employees shall be subject to the same terms and conditions as other eligible employees of the Plan.