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CONSOLIDATED EDISON INC Director's Dealing 2013

Feb 22, 2013

30095_dirs_2013-02-22_6efecdfd-0863-443e-a712-0a8b0a6ee90e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2013-02-20

Reporting Person: McAvoy John (President & CEO, O&R)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-02-20 Common Stock M 9875 Acquired 10663.87 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-02-20 Performance Restricted Stock Units (Phantom Stock) $ A 18000 Acquired Common Stock (18000) Direct
2013-02-20 Performance Restricted Stock Units (Phantom Stock) $ M 9875 Disposed 2013-02-20 Common Stock (9875) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1879.86 Indirect
Common Stock 519.6 Indirect

Footnotes

F1: Not applicable.

F2: Each Performance Restricted Stock Unit ("PRSU") is the economic equivalent of one share of Consolidated Edison, Inc. ("Company") common stock.

F3: PRSU's granted under the Company's Long Term Incentive Plan (the "LTIP"), will vest in 2016 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.

F4: The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the LTIP.

F5: The number of shares (or cash equivalents) were adjusted based on certain performance criteria, including criteria other than the market price, as specified under the LTIP.