DATE: May 07, 2019 TO: Consolidated Edison, Inc. ATTENTION: Yukari Saegusa, Vice President and Treasurer TELEPHONE: 212-460-3807 FACSIMILE: 917-534-4016 EMAIL: saegusay@coned.com FROM: Wells Fargo Bank, National Association SUBJECT: Issuer Forward...Issuer Forward Transaction • May 10th, 2019 • Consolidated Edison Inc • Electric & other services combined
by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”) page at www.isda.org and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement, and for such purposes the Agreement, and only the Agreement, shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity” and for the avoidance of doubt shall be the only Counterparty Entity. In the event that, after the date of the Agreement, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC St
CONSOLIDATED EDISON, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2019 • Consolidated Edison Inc • Electric & other services combined • New York
Consolidated Edison, Inc., a New York corporation, (the “Company”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”), in its capacity as agent and affiliate of the Forward Purchaser (as defined below) Wells Fargo Securities (in such capacity, the “Forward Seller”), at the request of the Company in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with Wells Fargo Securities, LLC, as representative (in such capacity, the “Representative”) of the several underwriters named in Schedule I hereto and each of such several underwriters named in Schedule I hereto (the “Underwriters”), with respect to, subject to Section 11 hereof, the sale by the Forward Seller, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Shares ($.10 par value) of the Company (“Common Stock”) set forth in Schedule I hereto under the heading “Number of Borrowed Shares to be Purchased from the Forw
