Consolidated Edison Inc. VOTE BY TELEPHONE AND INTERNET 4 Irving Place, New York, N.Y. 10003 24 HOURS A DAY, 7 DAYS A WEEK TELEPHONE 800-650-4644 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter your control number, located in the box below, and then follow the simple directions. INTERNET HTTP://PROXY.SHAREHOLDER.COM/CONED Use the Internet to vote your proxy. Have your proxy card in hand when you access the website. You will be prompted to enter your control number, located in the box below, to create an electronic ballot. MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided. ------------------------------------ Your telephone or Internet vote If you have submitted your proxy by authorizes the named proxies to telephone or the Internet there is vote your shares in the same manner no need for you to mail back your as if you marked, signed and proxy. returned the proxy card. ------------------------------------ ---------------------------- CALL TOLL-FREE TO VOTE -- IT'S FAST AND CONVENIENT CONTROL NUMBER FOR - ------------------------------------------------- TELEPHONE OR INTERNET VOTING 800-650-4644 ---------------------------- - ------------------------------------------------- DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET - -------------------------------------------------------------------------------- PLEASE DETACH HERE YOU MUST DETACH THIS PORTION OF THE PROXY CARD BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE \ \ THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING: (1) Approval and adoption of the proposed Amended and Restated Agreement and Plan of Merger between Consolidated Edison, Inc. and Northeast Utilities. FOR / / AGAINST / / ABSTAIN / / ADDRESS CHANGE AND/OR COMMENTS MARK HERE / / If you plan to attend the meeting and want an / / admission ticket, check here. Dated: _________________________, 2000 ------------------------------------ SIGNATURE(S) ------------------------------------ SIGNATURE(S) PLEASE SIGN, DATE AND RETURN Votes MUST be indicated (x) THIS PROXY PROMPTLY in black or blue ink. CONSOLIDATED EDISON, INC. THIS PROXY IS SOLICITED ON BEHALF COMMON STOCK OF THE BOARD OF DIRECTORS ================================================================================ PLEASE DATE AND The undersigned hereby appoints E. Virgil Conway, Peter SIGN ON REVERSE W. Likins and Joan S. Freilich and each or any of them SIDE. TO VOTE IN with power of substitution, proxies to vote all stock of ACCORDANCE WITH the undersigned (including any shares held through the THE RECOMMEN- Company's Automatic Dividend Reinvestment and Cash DATIONS OF THE Payment Plan) at the Special Meeting of Stockholders on BOARD OF April 14, 2000 (at 2:00 p.m. at the Company's DIRECTORS NO Headquarters, 4 Irving Place, New York, N.Y.) or at any BOXES NEED BE adjournments thereof, on the proposal, all as more fully CHECKED. set forth in the proxy statement, and in their discretion on any matters that may come before the meeting. THIS PROXY WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE, BUT IF NO CHOICE IS MADE, THIS PROXY WILL BE VOTED "FOR" THE MERGER PROPOSAL. CON EDISON P.O. BOX 11003 NEW YORK, N.Y. 10203-0003