Exhibit 10.2
Amendment No. 1
To
THE CONSOLIDATED EDISON, INC.
STOCK PURCHASE PLAN
Effective April 8, 2002
CONSOLIDATED EDISON, INC.
Pursuant to the resolution adopted by the Board of Directors of
Consolidated Edison, Inc., at a meeting duly held on January 17, 2002, the
undersigned hereby approves the amendments set forth below to the Consolidated
Edison, Inc., Stock Purchase Plan effective April 8, 2002:
1. Article 1, Definitions, is amended as follows:
Paragraph (1) is amended, by adding "or the Company" after "Agent" and by
changing "4(a), 4(b), and 4(c)" to "5(a), 5(b), and 5(d)".
Paragraph (q) is amended by replacing the entire paragraph with the
following:
(q) "Shares" means shares of Common Stock of the Company whether
newly issued by or purchased directly from the Company,
or purchased on any securities exchange on which shares
of Common Stock are traded, in the over-the-counter market
or in negotiated transactions with parties not affiliated
with the Company, and includes both full and fractional
Shares unless otherwise specified.
Paragraph (r) is amended by replacing the entire paragraph with the
following:
(r) "Share Price" depends on the source of the Shares.
a. For Shares purchased other than from the Company the Share Price means the
weighted average cost, exclusive of brokerage commissions and other
expenses of purchase, of all Shares purchased by the Agent during the
Purchase Period pursuant to Article 5.
b. For Shares newly issued by or purchased directly from the Company,
purchases shall be made on Employees' payroll dates, the dates dividends
are reinvested, and the dates the Agent receives cash contributions. The
stock price assigned to these purchase dates will be the average of the
high and low prices at which Shares were traded on the New York Stock
Exchange Composite Transactions on the trading day immediately preceding
such purchase dates. The Share Price is the weighted average, exclusive of
brokerage commissions and other expenses of purchase, of all Shares
purchased during the Purchase Period pursuant to Article 5.
2. Article 3, Means of Payment of Employee Contributions is amended as
follows: Paragraph (a) is revised by inserting "For Shares purchased other
than from the Company," before "The Employer" in the last sentence.
Paragraph (a) is further revised by adding the following to the end
of the paragraph:
For Shares newly issued by or purchased directly from the
Company, the Employer and any Participating Employer shall pay
over the amount of each payroll deduction so authorized to the
Company, for the purchase of Shares for the Employee, within
five business days after the date such amount would otherwise
have been payable to such Employee. As promptly as practicable
after the last day of the Purchase Period, the Company shall
cause the maximum number of whole Shares to be newly issued by
or purchased from the Company based on the Share Price as
determined by the Agent in accordance with Article 5 (c), and
will cause these Shares to be sent to the Agent to be
allocated to the Employees' accounts.
.
Paragraph (b) is changed by adding ", either from the Company or by
the Agent" after "purchase" in the fifth line.
Paragraph (c) is changed by adding ", either from the Company or by
the Agent" after "purchase" in the third line.
Paragraph (d) is changed by adding ", the Company" after
"Participating Employer".
3. Article 5, Purchase of Shares, is amended as follows:
By replacing Paragraphs (a) and (b) in their entirety with the following:
(a) For Shares Purchased by the Agent - As and when Investment Funds are
received by it, the Agent shall promptly apply the same to the purchase, in
one or more transactions, of the maximum number of whole Shares obtainable
at then prevailing prices, exclusive of brokerage commissions and other
expenses of purchase. Such purchases may be made from the Company, on any
securities exchange where Shares are traded, in the over-the-counter
market, or in negotiated transactions. Shares purchased other than from the
Company may be on such terms as to price, delivery and otherwise as the
Agent may determine to be in the best interest of the Employees
participating in the Plan. The Agent shall complete such purchases as
soon as practical after receipt of such funds, having due regard for any
applicable requirements of law affecting the timing or manner of such
purchases. If, for any reason, the Agent is unable, on or before the last
day of any Purchase Period, to apply all Investment Funds received by it
during such Purchase Period, then any such Investment Funds remaining in
any Account at the end of such Purchase shall be held by the Agent and
applied as soon as practical in a subsequent Purchase Period or Periods.
(b) For Shares Purchased from the Company - As and when Investment Funds are
received by it, the Company shall, as soon as practicable after the receipt
of such funds, notify the Agent of the amount received so the Agent can
allocate such amount to the account of each participant. The Agent shall
determine the Purchase Price of all Shares purchased during the Purchase
Period in accordance with Article 5 (c). As soon as practicable after the
last day of the Purchase Period, the Company shall cause the maximum number
of whole Shares to be newly issued by or purchased from the Company based
on the Share Price as determined by the Agent and will cause these Shares
to be sent to the Agent to be allocated to the participants' accounts. Any
Investment Funds remaining with the Company at the end of such Purchase
Period shall be held by the Company and applied as soon as practical in a
subsequent Purchase Period or Periods.
By renaming paragraph "(c)" as paragraph "(d)" and by adding "(a)
and" after "Article 5" in the first line and by adding "or (b)"
after "Article 5(a)" in the fourth line.
By adding a new paragraph (c) as follows:
(c) The price to participants for Shares purchased will depend on the source of
the Shares.
If the Shares are newly issued or purchased from the Company, purchases
shall be made on the Employees' payroll dates, the dates dividends are
reinvested, and the dates the Agent receives cash contributions. The price
assigned to these purchase dates will be the average of the high and low
prices at which Shares were traded on the New York Stock Exchange Composite
Transactions on the trading day immediately preceding the purchase dates.
The Share Price is the weighted average price, exclusive of brokerage
commissions and other expenses of purchase, of all Shares purchased during
the Purchase Period.
If the Shares are purchased other than from the Company, the purchase price
per share shall be the weighted average cost, exclusive of brokerage
commissions and other expenses of purchase, of all Shares purchased by the
Agent during the Purchase Period.
By renaming paragraph "(d)" as paragraph "(e)" and replacing "shares" with
"Shares" in the fourth line and changing "Article 5(a) and 5(b)" to read
"Article 5(a), 5(b) and 5(c)." at the end of the sentence.
4. Article 6, Custody of Shares; Distribution from Accounts, is amended,
as follows:
By renaming subparagraphs "(v)", "(vi)", and "(vii)" as
subparagraphs "(vi)", "(vii)" and "(viii)" respectively, and by
adding a new subparagraph (v) to read as follows:
(v) whether the shares were purchased from the Company or from another source,
By changing subparagraph (i) of paragraph (e) by replacing "Article
5(c)" with "Article (5(d)".
5. Paragraph (a) of Article 7, Termination of Status as Employee, Leave of
Absence is amended, by replacing "Article 5(c)" with "Article 5(d)" at the
end of the paragraph.
6. Article 11. Administration, Operation and General Provisions, is
amended as follows: Paragraph (c) is amended by adding the words "or
the Company" after the word "Agent" in the fourth, seventh and
eleventh lines of the paragraph.
Subparagraph (i) of paragraph (d) is amended by replacing "shares"
with "Shares" in the ninth line.
7. APPENDIX A is amended as follows:
By adding the words "or the Company" after the word "Agent" in the
first and fourth lines of paragraph (b).
By adding the words "or the Company" after the word "Agent" in the
fourth line of paragraph (c).
By adding the words " or the Company" after the word "Agent" in the
seventh line of paragraph (d).
8. APPENDIX B is amended by adding the following after paragraph (d):
(e) Consolidated Edison Solutions, Inc. has become a Participating Employer
in the Plan effective as of September 1, 1997, and has determined to make
contributions on behalf of its Employees.
(f) Consolidated Edison Communications, Inc. has become a Participating
Employer in the Plan effective as of August 1, 2001, and has
determined to make contributions on behalf of its Employees.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 18th day of April 2002.
/s/ Robert P. Stelben
Robert P. Stelben
Vice President and Treasurer
Consolidated Edison, Inc.