[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.
7 3/4% DEBENTURES, SERIES 1996 A
INTEREST RATE MATURITY DATE CUSIP
7 3/4% per annum June 1, 2026 209111 CJ 0
REGISTERED HOLDER: [CEDE & C0.]
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, unless redeemed prior thereto
as hereinafter provided, the principal sum stated above and to
pay interest thereon from May 1, 1996, or from the most recent
interest payment date to which interest has been duly paid or
provided for, on December 1, 1996 and thereafter semi-annually on
June 1 and December 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 person in whose name
this Debenture is registered at the close of business on the
fifteenth day, whether or not a business day, of the calendar
month next preceding such interest payment date, except as
otherwise provided in said Indenture.
- 2 -
The principal of and premium, if any, on 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
unsecured debt securities of the Company designated as its 7 3/4%
Debentures, Series 1996 A (hereinafter called the "Debentures"),
issued and to be issued under an Indenture dated as of December
1, 1990 between the Company and The Chase Manhattan Bank
(National Association), 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.
The Company may redeem the Debentures, as a whole at any
time, or in part from time to time, on or after June 1, 2006, at
the following redemption prices (expressed as a percentage of the
principal amount of the Debentures to be redeemed), together with
unpaid interest accrued thereon to the date fixed for redemption,
if redeemed during the twelve-month period beginning on June 1,
Redemption Redemption
Year Price Year Price
2006. . . . . . 102.8760% 2012. . . . . . 101.1504%
2007. . . . . . 102.5884% 2013. . . . . . 100.8628%
2008. . . . . . 102.3008% 2014. . . . . . 100.5752%
2009. . . . . . 102.0132% 2015. . . . . . 100.2876%
2010. . . . . . 101.7256% 2016 and
2011. . . . . . 101.4380% thereafter.. 100.0000%
- 3 -
If this Debenture or any portion hereof is called for
redemption, interest shall cease to accrue on this Debenture or
such portion hereof on the date fixed for redemption.
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 the premium thereon, if
any, or reduce the rate or extend the time of payment of interest
thereon or make the principal thereof or premium, if any, 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.
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.
- 4 -
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 premium, if any, 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 included below is manually signed
by the Trustee.
- 5 -
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 _________________________ By ____________________________
Vice President and Treasurer Executive Vice President
and Chief Financial Officer
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