Consolidated Edison, Inc. Supplemental Defined Contribution Pension Plan

415 Excess Benefit Plan Account – Applicable Only to the 415 Excess Benefit Plan

415 Limit – Applicable Only to the 415 Excess Benefit Plan

Accounts

Affiliated Employer

Annual Additions – Applicable Only to the 415 Excess Benefit Plan

Annual Incentive Award – Applicable only to the Top Hat Plan

for an Officer of CECONY or O&R, or an Officer of CET who is eligible to participate in the EIP, an award paid from the EIP;

for an Officer of CET, an award paid from the CET Annual Incentive Plan; or

for an Officer of CEB, an award paid under the CEB Annual Incentive Plan.

Beneficiary

Board

CEB

CECONY

CEO

CET

Change of Control

any Person or Group acquires stock of the Company that, together with stock held by such Person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. However, if any Person or Group is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same Person or Group is not considered to cause a Change of Control of the Company. An increase in the percentage of stock owned by any Person or Group as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. This subsection applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction;

any Person or Group acquires (or has acquired during the 12‑month period ending on the date of the most recent acquisition by such Person or Group) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company;

a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

any Person or Group acquires (or has acquired during the 12‑month period ending on the date of the most recent acquisition by such Person or Group) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. However, no Change of Control shall be deemed to occur under this subsection (d) as a result of a transfer to:

A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

A Person or Group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii) above.

Code

Company

Compensation

Deemed Investment Earnings

Deemed Investment Options

Effective Date

Eligible Employee

an Officer of the Company or of a Participating Affiliated Employer who is covered under the Defined Contribution Pension Formula and receives an Annual Incentive Award; or

an Employee of the Company or of an Affiliated Participating Employer who is covered under the Defined Contribution Pension Formula and whose Compensation for a Plan Year exceeds the Statutory Compensation Limit; or

any other Employee of the Company or a Participating Affiliated Employer who is covered under the Defined Contribution Pension Formula and is designated by the CEO as eligible to participate in the Supplemental DCP.

Employee

ERISA

Officer – Applicable Only to the Top Hat Plan

O&R

Participant

Participating Affiliated Employer

Plan or Supplemental DCP

Plan Administrator

Plan Year

Potential Change of Control

the Company enters into a definitive written agreement, the consummation of which would result in the occurrence of a “Change Event”;

the Company or any Person (as defined in Section 1.13) publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a “Change Event”; or

any Person becomes the beneficial owner (as defined in Rule 13d- 3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the then outstanding shares of Common Stock of the Company or the combined voting power of the Company’s then outstanding securities.

For the purposes of this Section, a “Change Event” means an event that shall occur if:

any person, as defined in Section 3(a)(9) of the Exchange Act, as such term is modified in Sections 13(d) and 14(d) of the Exchange Act (other than (i) any employee plan established by any “Corporation” (which for these purposes shall be deemed to be the Company and any corporation, association, joint venture, proprietorship or partnership which is connected with the Company either through stock ownership or through common control, within the meaning of Sections 414(b) and (c) and 1563 of the Code), (ii) the Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company) (a “Person”), is or becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company (excluding from the securities beneficially owned by such Person any securities directly acquired from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 20% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the Company’s then outstanding voting securities;

during any period of up to two consecutive years individuals who, at the beginning of such period, constitute the Board cease for any reason to constitute a majority of the directors

consummation of a merger or consolidation of the Company with any other corporation or approval of the issuance of voting securities of the Company in connection with a merger or consolidation of the Company occurs (other than (i) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of any Corporation, at least 51% of the combined voting power of the voting securities of the Company or such surviving entity

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 65% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the Company immediately prior to the sale.

Section 409A

Separation from Service

Special Crediting Account

Specified Employee

Statutory Compensation Limit – Applicable Only to the Top Hat Plan

Supplemental Employer Compensation Credit

Thrift Savings Plan

Top Hat Plan Account

Valuation Date

Vested

Top Hat Plan Participation

415 Excess Benefit Plan Participation

Termination of Participation – Top Hat Plan

Termination of Participation – 415 Excess Benefit Plan

A Participant’s benefit payable from the Top Hat Plan is the total amount credited to the Participant’s Top Hat Plan Account and Special Crediting Account, including Deemed Investment Earnings. A Supplemental Employer Compensation Credit, as calculated below, will be credited to a Participant’s Top Hat Plan Account for any calendar quarter in which the Participant is eligible to receive one, as described in Section 3.02 below.

Supplemental Employer Compensation Credit

For each calendar quarter of each Plan Year, the amount, if any, of the Supplemental Employer Compensation Credit to be recorded on the books of the Company and credited to a Participant’s Top Hat Plan Account, is calculated in the following manner:

For an Officer, step one is determining the amount of the Compensation Credit that would have been contributed to the Thrift Savings Plan for that quarter under the Defined Contribution Pension Formula if the definition of Compensation used to determine the Company’s contribution under the Defined Contribution Pension Formula took into account one hundred percent of the Officer’s Annual Incentive Award. Step two is crediting the Officer Participant with a Supplemental Employer Compensation Credit in that amount. Depending upon the Officer Participant’s Compensation, in each Plan Year, she or he may receive a Supplemental Employer Compensation Credit only for the quarter in which she or receives an Annual Incentive Award.

For all Participants in the Top Hat Plan who exceed the Statutory Compensation Limit, step one is determining the amount of the Compensation Credit that would have been contributed to the Thrift Savings Plan for that quarter under the Defined Contribution

In addition to the Supplemental Employer Compensation Credits credited to a Participant’s Top Hat Plan Account, at the discretion of the Company or a Participating Affiliated Employer, a Participant may have additional Supplemental Employer Compensation Credits credited to the Special Crediting Account in accordance with the terms of any agreement between such Participant and the Company or a Participating Affiliated Employer. The amount of such additional Supplemental Employer Compensation Credit shall be calculated pursuant to the terms of the applicable agreement, and such agreement shall constitute an amendment to the Plan.

Supplemental Employer Compensation Credit Contribution - Timing of Crediting a Participant’s Top Hat Plan Account

A Participant’s benefit payable from the 415 Excess Benefit Plan is the total amount credited to the Participant’s 415 Excess Benefit Plan Account, including Deemed Investment Earnings. A Supplemental Employer Compensation Credit, as calculated below, will be credited to a Participant’s 415 Excess Benefit Plan Account for any calendar quarter in which the Participant is eligible to receive one, as described in Section 4.02 below.

Supplemental Employer Compensation Credit

For each calendar quarter of each Plan Year, the amount, if any, of the Supplemental Employer Contribution Credit to be recorded on the books of the Company and credited to a Participant’s 415 Excess Benefit Plan Account is calculated in the following manner:

For a Participant in the 415 Excess Benefit Plan, step one is determining the amount of the Compensation Credit that would have been contributed to the Thrift Savings Plan for that quarter under the Defined Contribution Pension Formula if the 415 Limit did not impact the Compensation Credit for that quarter. Step two is subtracting the amount that was actually contributed to the DCPF Account in the Thrift Savings Plan for that quarter under the Defined Contribution Pension Formula. Step three is crediting the Participant with the remainder – the “Supplemental Employer Compensation Credit” - computed and derived from Step 2.

Supplemental Employer Compensation Credit Contribution –Timing of Crediting a Participant’s 415 Excess Benefit Plan Account

Participant Investment Directions and Choices

A Participant’s Accounts will be credited with Deemed Investment Earnings in accordance with the Participant’s selections from the Deemed Investment Options. Each Participant is entitled to direct the hypothetical investment of his or her Accounts in any or all of the Deemed Investment Options.

Initially, Deemed Investment Earnings will be credited as though the Accounts are invested in a substantially similar default investment option as used under the Thrift Savings Plan (“Supplemental QDIA”). Until the Participant directs otherwise through the procedures designated by the Plan Administrator, Deemed Investment Earnings will reflect hypothetical investment in the Supplemental QDIA.

Each Participant is fully responsible for the hypothetical investment directions and hypothetical asset allocations of his or her Accounts. The Company is not responsible for hypothetical investment direction or for the amount of Deemed Investment Earnings credited to the Accounts.

Notwithstanding any other provision of the Supplemental DCP, the Plan Administrator shall have sole and absolute discretion with regard to the Deemed Investment Earnings credited to a Participant’s Accounts.

Vesting in Accounts

Each Participant will be Vested in his or her Accounts at the same time he or she is vested in his or her Defined Contribution Pension Formula Account under the Thrift Savings Plan.

A Participant who terminates employment before becoming Vested will forfeit his or her Accounts.

Commencement of Payment and Timing of Distributions

Payment Upon Death

Six-month Delay for Specified Employees

Duties of Plan Administrator

Procedure for Payment of Benefits under the Plan

Funding

All amounts payable in accordance with the Supplemental DCP constitute a general unsecured obligation of the Participating Affiliated Employer on behalf of and for such Employer’s Eligible Employee/ Participant, and such Participants are unsecured creditors of such Participating Affiliated Employer. Such amounts will be paid out of the general assets of the applicable Participating Affiliated Employer on behalf of each of its Eligible Employees/Participants. The Plan Administrator may determine, in its sole discretion, whether any administrative costs relating to the Plan shall be allocated to Participants’ Accounts, and if so, the Accounts will be reduced by the allocated costs.

The payment of a Participant’s Accounts is the obligation of the Participating Affiliated Employer that employs the Participant on the date of his or her Separation from Service

The Company may, but is not required to, establish a grantor trust to set aside assets to pay benefits payable under the Plan.

Notwithstanding the foregoing sentence, the Company will, upon a Potential Change of Control, (1) establish a grantor trust for the benefit of the Participants if one is not already in existence and (2) assure that the funds in such trust are at least equal to the sum of Participants’ Accounts, as well as any other liabilities of the Plan, if any, incurred as of the date of the Potential Change of Control. The assets placed in such trust shall be held separate and apart from other funds and shall be used for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

the creation of such trust shall not cause the Plan to be other than “unfunded” for purposes of Title I of ERISA;

the Company shall be treated as “grantor” of such trust for purposes of Section 677 of the Code;

the agreement of such trust shall provide that its assets may be used upon the insolvency or bankruptcy of the Company to satisfy claims of the Company’s general creditors and that the rights of such general creditors are enforceable by them under federal and state law;

without in any way limiting the choice of assets thereunder, such trust may invest in life insurance policies; and

the establishment, operation and funding of the trust shall comply with applicable law, including, without limitation, Section 409A.

Discontinuance and Amendment

Termination of Plan

Supplemental DCP Not a Contract of Employment

Withholding Taxes

Non-alienation

Section 409A

Claims and Review Procedure

Claims for benefits and inquiries concerning the Supplemental DCP (or concerning present or future rights to benefits under the Supplemental DCP) must be submitted in writing to the Plan Administrator. A claim for benefits must be submitted and signed by the Participant or, in the case of a benefit payable after his

In the event that a claim for benefits is denied in whole or in part, the Plan Administrator will notify the claimant or his or her designee in writing of the denial and of the right to review of the denial. The written notice will set forth, in a manner calculated to be understood by the applicant, specific reason for the denial, specific references to the provisions of the Supplemental DCP on which the denial is based, and an explanation of the review procedure under the Supplemental DCP. The written notice from the Plan Administrator will be given to the claimant within a reasonable period of time, not more than 90 days, after the Plan Administrator received the initial claim, unless circumstances require further time for processing and the claimant is advised of the need and reason for the extension within the first 90-day period. The claimant will also be informed of the date by which the Plan Administrator expects to render the decision. In no event will the initial decision be given more than 180 days after the Plan Administrator received the written claim for a benefit. The Plan Administrator has the authority to act with respect to any appeal from a denial of benefits or a determination of benefit rights.

A claimant whose application for benefits was denied in whole or part, or the claimant’s duly authorized representative, may appeal the denial by submitting to the Plan Administrator a request for a review of the claim within 60 days after receiving written notice of the denial from the Plan Administrator. The Plan Administrator will give the claimant or his or her representative an opportunity to review pertinent materials, other than legally privileged documents, in preparing the request for a review. The request for a review must be in writing and addressed to the Plan Administrator. The request for a review shall set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant deems pertinent. The Plan Administrator may require the claimant to submit such additional facts, documents or other materials as it may deem necessary or appropriate in making its review.

The Plan Administrator will act on each request for a review within 90 days after receipt, unless special circumstances require further time for processing by the Plan Administrator and the claimant is advised of the need and reason for the extension. In no event will the decision on review be rendered more than 180 days after the Plan Administrator received the request for a review. The Plan Administrator will give written notice of its decision to the claimant. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the claimant, the specific reasons for the decision and specific references to the provisions of the Supplemental DCP on which the decision is based.

Any action taken by the Plan Administrator pursuant to her or his full and absolute discretionary authority shall be conclusive and binding on all Participants, beneficiaries and others.

No legal action for benefits under the Supplemental DCP may be brought unless and until the claimant has submitted a written application for benefits in accordance with paragraph (a), has been notified by the Plan Administrator that the application is denied, has filed a written request for a review of the application in accordance with paragraph (c), and has been notified in writing that the Plan Administrator has affirmed the denial of the application; provided, however, that legal action may be brought after the Plan

Construction

Subject to the preceding sentence, the Supplemental DCP shall be construed, regulated and administered under the laws of the State of New York; to the extent such laws are not superseded by applicable federal law.

The illegality of any particular provision of this document shall not affect the other provisions and the document shall be construed in all respects as if such invalid provision were omitted.

The headings and subheadings in the Supplemental DCP have been inserted for convenience of reference only, and are to be ignored in any construction of the provisions thereof.

Adoption by Affiliated Companies

Any Affiliated Employer may adopt this Plan with the consent of the Board. Upon the effective date of the adoption of the Plan by the Board with respect to an Affiliated Employer that adopts the Plan, such adopting Participating Affiliated Employer delegates all administrative responsibilities under the Plan to the Company, the Chief Executive Officer of the Company and the Plan Administrator.

Any Participating Affiliated Employer that has adopted the Plan may withdraw its adoption of the Plan with the approval of the board of directors of the Participating Affiliated Employer and the approval of the Board, at any time without affecting other Participants in the Plan by delivering to the Plan Administrator a certified copy of resolutions of the board of directors of the Participating Affiliated Employer to that effect.

The Company may, in its sole and absolute discretion, terminate the participation in the Plan of any Participating Affiliated Employer at any time such Participating Affiliated Employer fails to discharge its obligations under the Plan.

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