Exhibit 10.1.2
AMENDMENTS
TO THE
CONSOLIDATED EDISON RETIREMENT
PLAN
AUSTERITY RETIREMENT PLAN
AMENDMENTS
FOR CONSOLIDATED EDISON COMPANY OF
NEW YORK, INC. AND
ORANGE AND ROCKLAND UTILITIES,
INC.
DATED: September 29,
2009
Effective July 1, 2009 for
Consolidated Edison Company of New York, Inc.
Effective August 1, 2009 for
Orange and Rockland Utilities, Inc.
1
Pursuant to resolutions of the Board
of Trustees of Consolidated Edison Company of New York, Inc.
(“CECONY”), the Board of Directors of Orange and
Rockland Utilities, Inc. (“O&R”) and the Board of
Directors of Consolidated Edison, Inc. (“CEI”) dated,
approved and adopted on May 13, 2009, and June 18, 2009,
the undersigned hereby approves the amendments to the Retirement
Plan, as set forth below.
1. The, Introduction , is
amended by adding the following paragraph immediately before the
last paragraph in the Introduction:
On April 21, 2009, the Public
Service Commission of New York State issued an “Order Setting
Rates” reflecting a proposed downward adjustment to the
revenue requirement of CECONY amounting to $60 million
(“April ’09 Austerity Order”). In response to the
April ’09 Austerity Order, CECONY adopted certain austerity
measures, including a temporary salary reduction for CECONY
management employees in salary bands three and above, including
employees in band numbers 63 up to and including 66, as well as
officers (“CECONY Austerity Affected Participants”).
CECONY decided that the temporary salary reductions should not have
an adverse effect on the long-term pension allowances of CECONY
Austerity Affected Participants. Without the Austerity Retirement
Plan Amendment, CECONY feared unanticipated and unexpected
increases in retirements by CECONY Austerity Affected
Participants.
Also, on May 15, 2009, the PSC
issued an order (“May ’09 Austerity Order”)
directing each major electric and gas utility in New York to
examine its capital expenditures, operation and maintenance
expenses, and any other areas over which the utility may have
discretion in order to identify costs that may be reduced without
impairing the ability to provide safe and adequate service.
Pursuant to the May ’09 Austerity Order, O&R adopted
certain Austerity Measures, including: (i) a temporary salary
freeze for O&R officers and management employees through
June 30, 2010, and (ii) certain amendments that would
apply to O&R officers and management employees participating in
the Retirement Plan (“O&R Austerity Affected
Participants”).
2
2. Article I, Definitions,
Section 1.06(b), Annual Basic Straight-Time Compensation, is
amended solely to clarify that a CEI Participant’s annual
rate of salary is determined at the end of each calendar quarter
instead of each calendar year so that the changed sentences read as
follows:
(b) … For a CEI Participant,
his or her
