UNDERWRITING AGREEMENT
April __, 2004
To the Representative Named
on the Signature Page Hereof:
Dear Sirs:
Subject to the terms and conditions stated or incorporated by reference herein,
Consolidated Edison, Inc. (the "Company") hereby agrees to sell to the
Underwriters named in Schedule I hereto (the "Underwriters") and the
Underwriters hereby agree to purchase, severally and not jointly, the principal
amount set forth opposite their names in Schedule I hereto of the securities
specified in Schedule II hereto (the "Designated Securities").
The representative named on the signature page hereof (the "Representative")
represents that the Underwriters have authorized the Representative to enter
into this Underwriting Agreement and to act hereunder on their behalf.
Except as otherwise provided in Schedule II hereto each of the provisions of the
Company's Underwriting Agreement Basic Provisions, dated April __, 2004 as filed
as Exhibit 1.2 to Registration Statement No. 333-_________ (the "Basic
Provisions"), is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. Unless otherwise defined herein, terms
defined in the Basic Provisions are used herein as therein defined.
Payment for the Designated Securities will be made against delivery thereof to
the Representative for the accounts of the respective Underwriters at the time
and place and at the purchase price to the Underwriters set forth in Schedule II
hereto.
- 2 -
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the Basic Provisions incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Company.
Very truly yours,
CONSOLIDATED EDISON, INC.
By: _______________________
Title
Confirmed and Accepted as of the date hereof on behalf of itself and each other
Underwriter, if any:
[UNDERWRITER]
By: _________________________
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Total $0
SCHEDULE II
Title of Designated Securities:
Aggregate principal amount:
$
Price to Public:
Initially ___% of the principal amount of the Designated Securities,
plus accrued interest, if any, from _______ to the date of delivery and
thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
________% of the principal amount of the Designated Securities, plus
accrued interest, if any, from _________ to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Funds will be delivered by wire transfer pursuant to the Company's
written instructions to the Representative.
Indenture:
Indenture, dated as of April 1, 2002, between the Company and The Chase
Manhattan Bank, as Trustee.
- 2 -
Maturity:
Interest Rate:
As set forth in the prospectus supplement, dated ______, 20__, for the
Designated Securities (the "Prospectus Supplement") to the prospectus,
dated _______ __, 2004 (the "Prospectus"), filed with the Securities
and Exchange Commission (the "SEC") pursuant to Rule 424(b)(2) under
the Securities Act of 1933, as amended, in connection with the
Company's Registration Statement on Form S-3 (No. 333-_______, declared
effective by the SEC on _____________, 2004.
Interest Payment Dates:
As set forth in the Prospectus Supplement.
Redemption Provisions:
As set forth in the Prospectus Supplement.
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on ___________, 200_
Closing Location:
Room 1618-S at the Company, 0 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000.
- 3 -
Information furnished by or on behalf of the Underwriters for use in the
Prospectus for the Designated Securities:
Address of Representative:
Underwriter
Captions in the Prospectus and Prospectus Supplement referred to in Section
6(c)(xi) of the Basic Provisions:
Description of Securities
Modification of Basic Provisions
