[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.
6 5/8% DEBENTURES, SERIES 1995 A
INTEREST RATE MATURITY DATE CUSIP
6 5/8% Per annum July 1, 2005 209111 __ _
REGISTERED HOLDER: [Cede & Co.]
PRINCIPAL SUM: [ONE HUNDRED MILLION DOLLARS ($100,000,000)]
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 July 1, 1995, or from the most
recent interest payment date to which interest has been duly paid
or provided for, semi-annually on January 1 and July 1 in 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 registered holder of this Debenture at the close of
business on the fifteenth day of the month preceding the Interest
Payment Date, except as otherwise provided in the Indenture.
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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.
This Debenture is one of a duly authorized series of an
issue of unsecured debt securities of the Company designated as
its 6 5/8% Debentures, Series 1995 A (hereinafter called the
"Debentures"), issued and to be issued under an Indenture dated
as of December 1, 1990 (hereinafter called the "Indenture"),
between the Company and The Chase Manhattan Bank (National
Association), Trustee (hereinafter called the "Trustee", which
term includes any successor trustee under 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
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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.
The Debentures are issuable as registered Debentures only,
in the denomination of $1,000 and any integral multiples of
$1,000 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 Trustees, 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.
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.
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IN WITNESS WHEREOF, the Company has caused this Debenture to
be signed by the manual or facsimile signatures of a 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
Treasurer
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
issued under the Indenture described herein.
THE CHASE MANHATTAN BANK
(National Association),
as Trustee
By
Authorized Officer