CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
1996 STOCK OPTION PLAN
Establishment and Purpose
Section 1.1. Establishment. Effective January 23, 1996 and subject to the provisions of Article 11 hereof,
Consolidated Edison Company of New York, Inc., (the "Company"), hereby establishes a stock option plan as
described herein which shall be known as the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan (the "Plan"). The Plan provides for the grant of stock options qualifying as incentive stock options
satisfying the requirements of Section 422 of the Code (as defined in Section 2.2) and\or the grant of non-
qualified stock options which are not intended to so qualify under Section 422 of the Code.
Section 1.2. Purpose. The purpose of the Plan is to promote the interests of the Company and its shareholders
by providing long-term incentives to those persons with significant responsibility for the success and growth of the
Company, by strengthening the Company's ability to attract and retain officers and other employees of the
Company on a competitive basis and by aligning the interests of the officers and other employees with the
through facilitating their acquisition of equity interests in the Company.
For purposes of the Plan, the following terms shall have the meanings provided herein:
Section 2.1. "Board" means the Board of Trustees of the Company.
Section 2.2. "Code" means the Internal Revenue Code of 1986, as amended from time to time.
Section 2.3. "Committee" means the Executive Personnel and Pension Committee of the Board or such other
committee as may be appointed by the Board to administer the Plan; provided, however, that the Committee
shall consist of three or more non-employee members of the Board who shall qualify to administer the Plan as
contemplated by both Rule 16b-3 under the Exchange Act and
Section 162(m) of the Code.
Section 2.4. "Disability" means permanent and total disability as de