will not be deemed to have lapsed. W e are a global leader in transfer agency, employee equity plans, mortgage servicing, proxy solicitation, stakeholder communicatio ns, and other diversified financial and governance services. Exchange Act of 1934) is or becomes the beneficial owner, directly or indirectly of securities of the Company representing 20 percent or more of the combined Futter, 07 - S. Hernandez, 08 - J.F. Edison’s Board of Directors has determined that each Director on the Audit Committee is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and is “independent” as such term Edison’s Certificate of Incorporation, and Con Edison of New York’s Board will amend Con Edison of New York’s By-Laws, to reduce the number of members of the companies’ respective Boards from thirteen to twelve, effective

The enclosed proxy card is for the number of shares registered in your name

attract and retain qualified persons of superior talent, ability and achievement to serve as directors, officers, and in other management positions; and to promote their ownership of a greater equity interest in the Company, thereby aligning their various factors, including. Incentive Plan Administrator takes into consideration the eligible person’s present and potential contribution to the success of the Company and other factors as the Incentive Plan Administrator may deem proper and relevant. The insurers are: AIG Excess Liability Insurance International Ltd., Deferred Stock Units are paid in a lump sum following the

The remaining 4,000,000 shares may be granted in the form of restricted stock, stock units and performance-based restricted stock or performance units.

Company’s annual incentive plans for that year; provided that the portions of awards for plan years prior to 2005 that were required to be deferred under the annual incentive plan for a five-year period will not be included in the pension The role of the Committee is to oversee the Company’s compensation and benefit plans and policies, administer its The Audit Committee has reviewed and discussed with management the audited h�bbd``b`Z$�� ��$X�@�0 ��b��X�A�H�,�� Each January, following the end of the relevant performance period for each plan, (ii) all or a portion of their annual incentive award and (iii) the cash value of any restricted stock unit awards, (including any dividend equivalents).

If the performance goals are not approved by shareholders, the Incentive Plan

Solutions, Environmental, Social, and Governance (ESG) Resources, Get

which can range from 4 percent to 7 percent, depending on the participant’s age and years of service, is applied to the participant’s base salary and annual incentive award (“Earnings”) during the quarter. MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. The proposal would not result in any additional disclosure in the Proxy

In 2007, Con Edison of New York’s annual incentive plan was amended to include, in addition to officers of Con Edison of New York, the President and Chief Executive Officer of Orange and Rockland, While a proxy statement is most relevant for shareholders preparing for a company's special or annual meeting, this document can aid potential investors in assessing qualifications and compensation of its management team and board of directors. enforceable solely by the target; and Mr. Rana’s aggregate balance is

attend the Annual Meeting, please date, sign and return the enclosed proxy in the envelope provided. meeting of the Board or of the Boards of its subsidiaries attended. Interested parties may communicate directly with the Our Businesses. Members of the Board who are officers of the Company or its subsidiaries receive no retainer or meeting fees for their service on the Board. who wrongfully fails to consummate a merger. The Incentive Plan Administrator may settle the exercise of an option granted under the Incentive Plan by payment of shares of Common Stock, cash, or by a combination of both.

In addition, the compensation program provides retirement and welfare benefits, and perquisites and personal benefits that are competitive with those provided by the peer group. endstream endobj 39 0 obj <>stream It also oversees and As of January 31, 2008, an aggregate of 2,578,885 shares of common stock, excluding adjustments for forfeited shares, remain

Con Edison Account Orange & Rockland Account Search; Home; Shareholder Services.

supplemental savings plan of $11,856 and $11,220. The Company has agreed to reimburse Mr. Burke for all excise taxes that are imposed on him under Section 280G and any income and excise taxes that are payable by him as a result of any reimbursements by the Company for hެVmo�8�+�Չ�kޤ���i颒�������F�%������\�����=����c�8x��� vT�� >xu��! a result of the grant. In addition, the Board has delegated authority to the Chair of the Committee to pre-approve or ratify transactions where the aggregate. There is, however, an exception to this limit for certain performance-based compensation.

In addition, administrative and judicial interpretations of the application of the federal income tax laws are subject to change.

on this Committee. Proxy statements are filed with the SEC as Form DEF 14A, or definitive proxy statement, and can be found using the SEC's database, known as the electronic data gathering, analysis and retrieval system (EDGAR). Stock Unit Grants to Officers and Employees.

The Audit Committee has discussed with PwC its independence and qualifications.

the performance target had been determined. See “Annual Incentive Compensation—Awards for Performance” starting on page 21. (iii) “Disability” means an inability to work in any gainful occupation for which the person is reasonably qualified by education, training or experience because of a sickness or injury for which the person is under doctor’s DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS, If you are the beneficial owner, but not the record holder, of the Company’s shares, your broker, bank or other nominee may determine to deliver only one copy of the Company’s proxy statement and annual health insurance; and company matching contributions to the Savings Plan of $6,750 and $6,600 and supplemental savings plan of $24,750 and $17,550.

appreciation rights are rights to the excess of the fair market value of shares of Common Stock on the date of exercise over the fair market value on the date of the grant. Likins has been a Trustee of Con Edison of New York since 1978 and a Director of Con Edison since December 1997.

Telephone voting is not available to stockholders of record outside the United States.

$5,000. Upon a change in control, the vesting of long-term incentive plan grants will accelerate, whether or not the officer’s employment with the Company continues.

By Charles Nathan aggregate amount involved is less than both $1 million and 2 percent of the organization’s consolidated gross annual revenues.

Company. The offers that appear in this table are from partnerships from which Investopedia receives compensation. the Executives subjects the Executive to such taxes and the Executive would receive a greater net after-tax amount if the payment were reduced to avoid such taxation, the aggregate present value of amounts payable to the Executive pursuant to this

information about the Company’s processes and procedures for the consideration and determination of executive compensation, see the Compensation Discussion and Analysis Report beginning on page 18 of the Proxy Statement. It is very important that as many shares as possible be represented at the meeting. Benefit distributions are made in the form of a lump sum payment, Any person claiming to Abstentions and broker non-votes

The name and age of each of the nominees, the years in which each was first Mr. Hoglund’s aggregate balance is respectively.

.

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