Orange & Rockland is committed to conducting all dealings with its contractors, vendors and other business associates in a fair, ethical and lawful manner. O&R has established a comprehensive ethics program to support ethical business conduct. Without exception, every employee of O&R is required to follow the policies and practices set forth in the Standards of Business Conduct.

This document is provided to help you and your associates understand the principles detailed in the Standards. If a policy, procedure or proper course of action is unclear, or if you see an O&R employee or another contractor engaged in a potential violation of the Standards, please contact the Ethics Office at 845-577-2943 or the Ethics HelpLine at 845-577-3551.

In its ethics program, as with all other Company initiatives, Orange & Rockland ("Orange & Rockland", "O&R" or "Company") is guided by its core values of service, honesty, concern, courtesy, excellence and teamwork. O&R expects its contractors, vendors and other business associates (collectively "contractors") to support and adhere to these values when conducting business with the Company.

Summarized below are several principles of business conduct that O&R employees are required to follow in conducting day-to-day business. O&R expects its contractors to act in a manner consistent with its Standards of Business Conduct ("Standards") in their interactions with, or on behalf of, the Company.

Complying with Laws and Regulations

O&R expects its employees and contractors to act in accordance with all applicable laws, rules and regulations in each jurisdiction in which the Company does business. In some instances, the requirements of the Standards may be more stringent than applicable laws, rules and regulations, and, in such cases, the requirements of the Standards will be followed.

O&R is fully committed to Equal Employment Opportunity for all employees and applicants for employment.

Respecting Our Employees

Employees and contractors will not engage in discrimination or any form of harassment, including sexual harassment, or tolerate anyone who does. We will treat each other with respect and maintain a work environment free from intimidation, coercion or offensive behavior.

Environment

O&R continually strives to improve its environmental performance. In the event hazardous substances or materials are released, spilled, or handled improperly by a contractor, timely and accurate reporting and proper cleanup procedures will be followed.

Safety

Employees and contractors will not engage in conduct that is dangerous or disruptive to employees, customers, vendors, other business partners or members of the public. Employees and contractors are expected to maintain safe working conditions and comply with safety standards, including, but not limited to, the use of personal protective equipment, and immediately report any potential safety or health hazards.

Safeguarding Our Workplace

The Company will comply with all requirements and procedures designed to establish a secure workplace for employees, contractors, visitors and guests. We will not bring weapons into the workplace, unless expressly permitted to do so by Company policy. We will not violate Company policies regarding the use of alcohol or chemical substances, nor smoke where prohibited.

All contractors must obtain and display a Company-issued badge or Visitor's Pass while on Company property.

Conflicts of Interest

Conflicts of interest occur when an individual's personal interests impair his or her ability to make objective and fair decisions. O&R employees will be sensitive to even the appearance of favoritism, collusion or personal gain in awarding or administering contracts for goods and services.

O&R expects its employees and contractors to disclose all actual or potential conflicts of interest related to their work at O&R .

Gifts and Entertainment

Neither employees of O&R nor members of their families or households may accept or give gifts or benefits (other than inexpensive souvenirs or minor promotional items) when such are offered on the basis of a current or potential business relationship.

Employees are to be guided by good judgment and the highest ethical standards when deciding whether to offer or accept invitations to business meals, entertainment or other social events. Employees must decline any invitation that they have reason to believe was extended to obtain special consideration or concessions from the Company.

No employee or contractor performing services on behalf of O&R may accept tips or gratuities.

Fair Dealing

O&R will conduct all of our dealings with our customers, vendors and other business partners in a fair, honest, ethical and lawful manner. We will not take advantage of anyone through anti-competitive actions, abuse of confidential information or any other unfair practice. Employees and contractors may never ask for any bribes or kickbacks from another contractor or supplier in return for favorable treatment.

Accounting and Business Records

All Company records must accurately, completely and appropriately reflect transactions and events and conform to applicable legal, regulatory, accounting requirements and applicable control procedures. Employees, suppliers and contractors are expected to accurately prepare all reports, vouchers, invoices and reimbursement requests.

Protection and Proper Use of Company Assets

Employees and contractors must protect property and assets of the Company that are entrusted to them for their use, guarding such property and assets against loss, theft or damage, and using them only for valid business purposes that serve the Company's interest. O&R property includes, but is not limited to, tools, materials, supplies, equipment, software, trade secrets, credit cards and other confidential and proprietary Company information.

Use of O&R property or personnel for other than Company business purposes requires prior written authorization.

Protection and Use of Confidential Information

Orange & Rockland employees routinely deal with information concerning our Company's customers, shareholders, and employees, which we are obligated to protect.

To the extent that you, as a contractor of O&R, are entrusted with, or obtain knowledge of, sensitive or confidential information, you share a responsibility to prevent its misuse, theft or improper disclosure. Particular care must be taken to protect information relating to security, system layout and integrity, financial and operational data, customer records and all non-public financial information.

Duplicating copyrighted material without proper permission is a violation of copyright laws and is strictly prohibited.

Your responsibility to protect O&R's confidential information is an obligation that continues after your assignment or contract ends.

Prohibition on Insider Trading

Employees and contractors may have access to Company information that is not available to the general public and could influence an investor's decision to buy, sell or hold Con Edison securities or those of other companies. Use of "insider information" to trade in such securities is illegal and unethical.