Common use of Trustee and Shareholder Liability Clause in Contracts

Trustee and Shareholder Liability. Exhibit A Form of Certificate of Incorporation of the Company as of the Effective Time Exhibit B Form of By-laws of the Company as of the Effective Time Exhibit C Trust Agreement Amendments Exhibit D-1 Form of NU Affiliate Letter Exhibit D-2 Form of CEI Affiliate Letter Exhibit E Form of CEI Tax Representations Exhibit F Form of NU Tax Representations Exhibit G Form of the Company Tax Representations AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of October 13, 1999, as amended and restated as of January 11, 2000 (this "Agreement"), among CONSOLIDATED EDISON, INC., a New York corporation ("CEI"), NORTHEAST UTILITIES, a Massachusetts business trust ("NU"), CONSOLIDATED EDISON, INC., originally incorporated as CWB HOLDINGS, INC., a Delaware corporation (the "Company") and a wholly owned subsidiary (as defined in Section 8.03) of CEI, and N ACQUISITION LLC, a Massachusetts limited liability company ("Merger LLC"), 99% of which is owned by the Company and 1% of which is owned by X HOLDING LLC, a Massachusetts limited liability company ("LLC Holding Sub"), 99% of which is owned by the Company and 1% of which is owned by Merger LLC.

Trustee and Shareholder Liability. Exhibit A Form of Certificate of Incorporation of the Company as of the Effective Time Exhibit B Form of By-laws of the Company as of the Effective Time Exhibit C Trust Agreement Amendments Exhibit D-1 Form of NU Affiliate Letter Exhibit D-2 Form of CEI Affiliate Letter Exhibit E Form of CEI Tax Representations Exhibit F Form of NU Tax Representations Exhibit G Form of the Company Tax Representations AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of October 13, 1999, as amended and restated as of January 11, 2000 1999 (this "Agreement"), among CONSOLIDATED EDISON, INC., a New York corporation ("CEI"), NORTHEAST UTILITIES, a Massachusetts business trust ("NU"), CONSOLIDATED EDISON, INC., originally incorporated as CWB HOLDINGS, INC., a Delaware corporation (the "Company") and a wholly owned subsidiary (as defined in Section 8.03) of CEI, and N ACQUISITION LLC, a Massachusetts limited liability company ("Merger LLC"), 99% of which is owned by the Company and 1% of which is owned by X HOLDING LLC, a Massachusetts limited liability company ("LLC Holding Sub"), 99% of which is owned by the Company and 1% of which is owned by Merger LLC.