Consent Decree

# I. Introduction

1.  This Consent Decree is entered into by the Enforcement Bureau of the
    Federal Communications Commission (\"Bureau\") and Consolidated
    Edison Company of New York, Inc. ("Con Edison").

# II. Background

2.  Con Edison is engaged in the business of producing, transmitting,
    and/or distributing electricity and natural gas to more than
    4,000,000 customers in New York City and Westchester County (New
    York). Con Edison also produces and distributes steam to nearly
    2,000 customers in Manhattan. In connection with these activities,
    Con Edison currently is the licensee of 93 Land Mobile Radio
    authorizations and 50 Microwave authorizations. Con Edison uses
    these authorizations for a communications system to safely and
    efficiently coordinate the control, monitoring, and repair of its
    generation, transmission, and distribution facilities, including
    communications with work crews responding to service requests, power
    outages, and related troubles.

3.  On January 1, 1998, Con Edison created a holding company structure
    to provide the financial and regulatory flexibility needed to engage
    effectively in competitive business opportunities arising from the
    deregulation of the electric industry while continuing to operate
    its regulated gas and steam businesses. This was accomplished by Con
    Edison forming a wholly owned subsidiary known as Consolidated
    Edison, Inc. ("CEI"). On January 1, 1998, all outstanding shares of
    Con Edison common stock were exchanged under New York law
    automatically on a share-for-share basis for an equal number of CEI
    common stock. Each common stock shareholder of Con Edison became a
    shareholder of CEI with the same number of shares and the same
    percentage interest in CEI. In turn, CEI, the new holding company,
    owned all the outstanding common stock of Con Edison. The formation
    of the holding company did not bring about any change in the
    management of Con Edison. The members of the Board of Trustees
    (legal equivalent of directors) of Con Edison became the members of
    the Board of Directors of CEI. All of the officers of CEI are also
    officers of Con Edison.

4.  The corporate restructuring that took place in January 1998
    effectuated a *pro forma* transfer of control of Con Edison's 143
    Land Mobile and Microwave licenses. Section 310(d) of the
    Communications Act of 1934, as amended, 47 U.S.C. § 310(d), requires
    prior Commission consent to the transfer of control of Commission
    licenses. Con Edison, however, did not file applications for
    Commission consent to the transfers of control of its licenses until
    April 1999. The applications were subsequently granted in the
    ordinary course.

# III. Definitions

5.  For the purposes of this Consent Decree, the following definitions
    shall apply:

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(a) \"Commission\" means the Federal Communications Commission.

(b) \"Bureau\" means the Commission\'s Enforcement Bureau.

(c) \"Con Edison" means Consolidated Edison Company of New York, Inc.

(d) \"Order\" means the order of the Enforcement Bureau adopting this
    Consent Decree.

> \(e\) \"Final Order\" means the Order that is no longer subject to
> administrative or judicial reconsideration, review, appeal, or stay.

\(f\) "Act" means the Communications Act of 1934, as amended, Title 47
of the United States Code.

#### IV. Agreement

6.  Con Edison agrees that the Bureau has jurisdiction over the matters
    contained in this Consent Decree and the authority to enter into and
    adopt this Consent Decree.

7.  The Bureau and Con Edison agree that this Consent Decree does not
    constitute an adjudication on the merits or any finding on the facts
    or law regarding any violations of the Act or the Commission's rules
    committed by Con Edison.

8.  Con Edison agrees that it shall make a voluntary contribution to the
    United States Treasury in the amount of \$5,000.00 within 10
    calendar days after the Bureau releases the Order adopting this
    Consent Decree.

9.  Con Edison agrees to implement, within 10 calendar days after the
    Bureau releases the Order adopting this Consent Decree, a
    comprehensive internal program, a summary of which is attached
    hereto, to ensure Con Edison's future compliance with the Act, the
    Commission's rules, and the Commission's policies.

10. In express reliance upon the representations contained herein, the
    Bureau agrees to terminate its investigation into the matters
    discussed in paragraphs 3 and 4, above.

11. The Bureau agrees not to institute any new proceeding, formal or
    informal, of any kind against Con Edison for apparent violations of
    Section 310(d) of the Act arising from the matters discussed in
    paragraphs 3 and 4, above.

12. In the event that Con Edison is found by the Commission or its
    delegated authority to have engaged in a violation of Section 310(d)
    of the Act subsequent to the release of the Order adopting this
    Consent Decree, Con Edison agrees that the conduct described in
    paragraphs 3 and 4, above, may be used by the Commission or its
    delegated authority to fashion an appropriate sanction.

13. Con Edison waives any and all rights it may have to seek
    administrative or judicial reconsideration, review, appeal or stay,
    or to otherwise challenge or contest the validity of this Consent
    Decree and the Order adopting this Consent Decree, provided the
    Order is limited to adopting the Consent Decree without change,
    addition, or modification.

14. Con Edison and the Bureau agree that the effectiveness of this
    Consent Decree is expressly contingent upon issuance of the Order,
    provided the Order adopts the Consent Decree without change,
    addition, or modification.

15. Con Edison and the Bureau agree that in the event that this Consent
    Decree is rendered invalid by any court of competent jurisdiction,
    it shall become null and void and may not be used in any manner in
    any legal proceeding.

16. Con Edison and the Bureau agree that if Con Edison, the Commission,
    or the United States on behalf of the Commission, brings a judicial
    action to enforce the terms of the Order adopting this Consent
    Decree, neither Con Edison nor the Commission shall contest the
    validity of the Consent Decree or Order, and Con Edison and the
    Commission shall waive any statutory right to a trial *de novo* with
    respect to any matter upon which the Order is based (provided in
    each case that the Order is limited to adopting the Consent Decree
    without change, addition, or modification), and shall consent to a
    judgment incorporating the terms of this Consent Decree.

17. Con Edison agrees to waive any claims it may otherwise have under
    the Equal Access to Justice Act, Title 5 U.S.C. § 504 and 47 C.F. R.
    § 1.1501 *et seq.*, relating to the matters discussed in paragraphs
    3 and 4, above.

18. Con Edison agrees that any violation of the Order adopting this
    Consent Decree shall constitute a separate violation and subject Con
    Edison to appropriate administrative sanctions.

19. Con Edison and the Bureau agree to be bound by the terms and
    conditions stated herein.

20. Con Edison and the Bureau agree that this Consent Decree may be
    signed in counterparts.

### 

### ENFORCEMENT BUREAU

### FEDERAL COMMUNICATIONS COMMISSION 

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_

David H. Solomon Date

Chief

### 

### 

### CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. 

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_

John D. McMahon Date

Senior Vice President and

General Counsel

**Summary of Section 310(d) Compliance Program**

**of**

**Consolidated Edison Company of New York, Inc.**

[Corporate Compliance Program to Include FCC Regulations]{.underline}

Con Edison's Section 310(d) compliance program is part of a larger FCC
compliance program that involves the following elements: a compliance
manual and a training program, which include identifying and handling
potential transfers covered by Section 310(d).

[Con Edison Compliance Manual]{.underline}

A compliance manual has been developed and will be updated as necessary.
Con Edison's licensing personnel have ready access to the compliance
manual and are to follow the procedures contained in it. Such personnel
are also encouraged to contact the company's law department with any
questions they may have.

[Compliance Training Program]{.underline}

Con Edison, in conjunction with its outside telecommunications counsel,
has established an FCC compliance training program specifically geared
to employees who engage in FCC licensing-related activities. The program
includes a thorough review of FCC transfer of control issues. It is
anticipated that training sessions will be conducted at least annually
to ensure compliance with the Communications Act of 1934, as amended,
and the FCC's regulations.

[Internal Process]{.underline}

Con Edison has a centralized process for the handling of all FCC
licensed facilities and related FCC applications and matters. This will
help ensure that all FCC rules and regulations are being adhered to
prior to and during any corporate restructuring, acquisitions or related
transactions. Con Edison is sensitive to the requirements of 47 U.S.C. §
310(d) and will remain open communications among its personnel in order
to prevent any *pro forma* or substantive unauthorized assignments
and/or transfers of control.