Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED REGISTERED
Consolidated Edison Company of New York, Inc.
5.625% DEBENTURES, SERIES 2002 A
INTEREST RATE MATURITY DATE CUSIP
5.625% per annum July 1, 2012 209111 DZ 3
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: THREE HUNDRED MILLION DOLLARS ($300,000,000)
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a New York corporation
(hereinafter called the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to the registered holder named above or registered assigns, on
the maturity date stated above, the principal sum stated above and to pay
interest thereon from June 24, 2002, or from the most recent interest payment
date to which interest has been duly paid or provided for, initially on January
1, 2003 and thereafter semi-annually on July 1 and January 1 of each year, at
the interest rate stated above, until the date on which payment of such
principal sum has been made or duly provided for. The interest so payable on any
interest payment date will be paid to the person in whose name this Debenture is
registered at the close of business on the fifteenth day of the month preceding
the interest payment date, except as otherwise provided in the Indenture.
The principal of this Debenture, when due and payable, shall, upon
presentation and surrender hereof, be paid at the principal office of the
Company. The interest on this Debenture, when due and payable, shall be paid at
the principal office of the Company, or at the option of the Company, by check
mailed to the address of the registered holder hereof or registered assigns as
such address shall appear in the Security Register. All such payments shall be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.
- 2 -
This Debenture is one of a duly authorized series of an issue of
unsecured debt securities of the Company designated as its 5.625% Debentures,
Series 2002 A (hereinafter called the "Debentures"), issued and to be issued
under an Indenture dated as of December 1, 1990 between the Company and JPMorgan
Chase Bank (successor to The Chase Manhattan Bank), Trustee (hereinafter called
the "Trustee", which term includes any successor trustee under the Indenture),
as amended and supplemented by the First Supplemental Indenture, dated as of
March 6, 1996, between the Company and the Trustee (hereinafter called the
"Indenture"). Reference is made to the Indenture and any supplemental indenture
thereto for the provisions relating, among other things, to the respective
rights of the Company, the Trustee and the holders of the Debentures, and the
terms on which the Debentures are, and are to be, authenticated and delivered.
If an Event of Default (as defined in the Indenture) shall have occurred
and be continuing with respect to the Debentures, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with such effect and subject to the conditions provided in the
Indenture. Any such declaration may be rescinded by holders of a majority in
principal amount of the outstanding Debentures if all Events of Default with
respect to the Debentures (other than the non-payment of principal of the
Debentures which shall have become due by such declaration) shall have been
remedied.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to the Indenture or to any supplemental indenture with respect to the
Debentures, or modifying in any manner the rights of the holders of the
Debentures; provided, however, that no such supplemental indenture shall (i)
extend the maturity of any Debenture, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or make the
principal thereof, or interest thereon, payable in any coin or currency other
than that in the Debentures provided, without the consent of the holder of each
Debenture so affected, or (ii) reduce the aforesaid principal amount of
Debentures, the holders of which are required to consent to any such
supplemental indenture without the consent of the holders of all Debentures then
outstanding.
-3-
The Debentures are issuable as registered Debentures only, in the
denomination of $1000 and any integral multiples of $1000 approved by the
Company, such approval to be evidenced by the execution thereof.
This Debenture is transferable by the registered holder hereof in person
or by his attorney duly authorized in writing on the books of the Company at the
office or agency to be maintained by the Company for that purpose, but only in
the manner, subject to the limitations and upon payment of any tax or
governmental charge for which the Company may require reimbursement as provided
in the Indenture, and upon surrender and cancellation of this Debenture. Upon
any registration of transfer, a new registered Debenture or Debentures, of
authorized denomination or denominations, and in the same aggregate principal
amount, will be issued to the transferee in exchange therefor.
The Company, the Trustee, any paying agent and any Security registrar
may deem and treat the registered holder hereof as the absolute owner of this
Debenture (whether or not this Debenture shall be overdue and notwithstanding
any notations of ownership or other writing hereon made by anyone other than the
Security registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon as herein provided and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Security registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or interest
on this Debenture, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator or against any past, present or future
stockholder, officer or member of the Board of Directors, as such, of the
Company, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Debenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with the laws of the State of New York.
All terms used in this Debenture which are defined in the Indenture and
not defined herein shall have the meanings assigned to them in the Indenture.
-4-
This Debenture shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose until the certificate of
authentication on the face hereof is manually signed by the Trustee.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
by the manual or facsimile signatures of an Executive Vice President and the
Treasurer of the Company, and a facsimile of its corporate seal to be affixed or
reproduced hereon.
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
By
Executive Vice President and Chief Financial Officer
By
Vice President and Treasurer
SEAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
JPMORGAN CHASE BANK,
as Trustee
By
Authorized Officer
Dated: June 24, 2002