CONSOLIDATED EDISON, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2024 • Consolidated Edison Inc • Electric & other services combined • New York
Consolidated Edison, Inc., a New York corporation, (the “Company”) and J.P. Morgan Securities LLC (“J.P. Morgan”), in its capacity as agent and affiliate of the Forward Purchaser (as defined below), J.P. Morgan (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 J.P. Morgan 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 Forward Seller” (the “Borro
DATE: December 3, 2024 TO: Consolidated Edison, Inc. ATTENTION: Yukari Saegusa, Vice President and Treasurer TELEPHONE: [redacted] FACSIMILE: [redacted] EMAIL: [redacted] FROM: JPMorgan Chase Bank, National Association SUBJECT: Issuer Forward TransactionIssuer Forward Transaction • December 5th, 2024 • Consolidated Edison Inc • Electric & other services combined
This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates and supersedes all prior or contemporaneous written or oral communications with respect thereto. This Confirmation shall supplement, form a part of, and be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation) on the Trade Date. The Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, suc
