Consolidated Edison Company of New York, Inc Supplemental Retirement Income Plan



 Exhibit 10.2.6 
 CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. 
 SUPPLEMENTAL RETIREMENT INCOME PLAN 
 Effective as of January 1, 1987 
 As Amended and Restated as of January 1, 1999 
 As Amended and Restated Effective as of January 1, 2008 
 As Amended
and Restated Effective as of January 1, 2009 







 TABLE OF CONTENTS 
  

					
	 Article I. DEFINITIONS
	  	2
			
	            1.01	  	75 Points	  	2
	1.02	  	Accrued Basic Retirement Allowance	  	2
	1.03	  	Actuarial Equivalent	  	2
	1.04	  	Affiliated Company	  	3
	1.05	  	Annual Basic Straight Time Compensation	  	4
	1.06	  	Annual Compensation	  	4
	1.07	  	Annuity Payment Form	  	4
	1.08	  	Basic Salary Deferrals	  	4
	1.09	  	Beneficiary	  	4
	1.10	  	Benefit	  	4
	1.11	  	Benefit Commencement Date	  	4
	1.12	  	Board of Trustees	  	5
	1.13	  	Cash Balance Account	  	5
	1.14	  	Cash Balance Formula Participant	  	5
	1.15	  	Cash Balance Single Sum Payment	  	5
	1.16	  	Cash Out	  	5
	1.17	  	CEI Participant	  	5
	1.18	  	Change of Control	  	5
	1.19	  	Code	  	7
	1.20	  	Committee	  	7
	1.21	  	Company	  	7
	1.22	  	Company Non Account Plan	  	8
	1.23	  	Default Payment Form	  	8
	1.24	  	Deferred Income Plan	  	8
	1.25	  	Disability	  	8
	1.26	  	Domestic Partner	  	8
	1.27	  	Elected Payment Date shall mean the tenth day of the next month following the payment date elected by a Participant pursuant to Section 2.04(a).	  	8
	1.28	  	Elected Payment Form	  	8
	1.29	  	Eligible Employee	  	8
	1.30	  	ERISA	  	9
	1.31	  	Excess Benefit Portion	  	9
	1.32	  	Executive Incentive Plan	  	9
	1.33	  	Incentive Award	  	9
	1.34	  	Joint and 50% Survivor Annuity	  	9
	1.35	  	Joint and 75% Survivor Annuity	  	9
	1.36	  	Joint and 100% Survivor Annuity	  	9
	1.37	  	Mandatory Deferral Portion	  	10
	1.38	  	Normal Payment Date	  	10
	1.39	  	Normal Retirement Date	  	10
	1.40	  	Participant	  	10
	1.41	  	Participating Company	  	10
	1.42	  	Pension Allowance	  	10
	1.43	  	Payment Form	  	10
	1.44	  	Plan	  	10









					
	            1.45	  	Plan Administrator	  	10
	1.46	  	Plan Year	  	10
	1.47	  	Retirement Plan	  	10
	1.48	  	Section 409A	  	11
	1.49	  	Select Management Portion	  	11
	1.50	  	Separation from Service	  	11
	1.51	  	Single Life Annuity	  	11
	1.52	  	Specified Employee	  	11
	1.53	  	Supplemental Salary Deferrals	  	12
	1.54	  	Surviving Spouse	  	12
	1.55	  	Traditional Formula Participant	  	12
	1.56	  	Transition Election	  	12
	1.57	  	Twelve Year Certain and Life Option	  	12
	1.58	  	2005 EIP	  	12
	1.59	  	Years of Accredited Service	  	12
		
	 Article II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS
	  	13
			
	2.01	  	Participation	  	13
	2.02	  	Amount of Benefits	  	13
	2.03	  	Vesting	  	16
	2.04	  	Payment of Benefits	  	17
	2.05	  	Death Prior to a Participant’s Payment Date	  	20
	2.06	  	Reemployment of Former Participant	  	23
	2.07	  	Additional Benefits	  	23
	2.08	  	Transfer to Affiliated Company	  	24
	2.09	  	Payment of De Minimis Amounts	  	24
	2.10	  	Six-Month Delay in Commencement of Benefits	  	25
		
	 Article III. GENERAL PROVISIONS
	  	26
			
	3.01	  	Funding	  	26
	3.02	  	Discontinuance and Amendment	  	27
	3.03	  	Termination of Plan	  	27
	3.04	  	Plan Not a Contract of Employment	  	28
	3.05	  	Facility of Payment	  	28
	3.06	  	Withholding Taxes	  	29
	3.07	  	Section 409A	  	29
	3.08	  	Nonalienation	  	29
	3.09	  	Assumption of Liabilities	  	30
	3.10	  	Claims and Review Procedure	  	30
	3.11	  	Construction	  	34
		
	 Article IV. PLAN ADMINISTRATION
	  	34
			
	4.01	  	Responsibility for Benefit Determination	  	34
	4.02	  	Duties of Plan Administrator	  	34
	4.03	  	Procedure for Payment of Benefits Under the Plan	  	35
	4.04	  	Additional Participating Companies	  	35








 CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. 
 SUPPLEMENTAL RETIREMENT INCOME PLAN 
 PURPOSE 
 The Con Edison Supplemental Retirement Income Plan was
established effective as of January 1, 1987. Effective as of January 1, 1999, the Con Edison Supplemental Retirement Income Plan was amended and restated in its entirety and renamed the Consolidated Edison Company of New York, Inc.
Supplemental Retirement Income Plan (the “Plan”). Effective as of January 1, 2008, the Plan was amended and restated to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”). No portion of the benefits accrued under this Plan prior to January 1, 2005 shall be “grandfathered” for purposes of Section 409A of the Code. Effective as of January 1, 2009, the Plan was amended
and restated to clarify the operation of certain provisions of the Plan. 
 The purpose of the Plan is to provide those
employees participating in The Consolidated Edison Retirement Plan or any successor plan thereto (the “Retirement Plan”) benefits which would have been payable under the Retirement Plan (i) but for the limitations imposed on
qualified plans by Code Sections 401(a)(17) and 415 and (ii) if certain portions of Incentive Awards under the Consolidated Edison Company of New York, Inc. Executive Incentive Plan and the 2005 Consolidated Edison Company of New York, Inc.
Executive Incentive Plan (as applicable) and Basic and Supplemental Salary Deferrals under the Consolidated Edison Company of New York, Inc. Deferred Income Plan were included in pensionable earnings under the Retirement Plan. 
 The inclusion of portions of Incentive Awards in pensionable earnings shall be effective as of January 1, 1997, and only with respect
to Participants who retire under the Retirement Plan on or after January 1, 1997. 







 All benefits payable under this Plan, which is intended to constitute both an unfunded
excess benefit plan under Section 3(36) of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and a nonqualified, unfunded deferred compensation plan for a select group of management or highly
compensated employees under Title I of ERISA, shall be paid out of the general assets of the Company. The Company may establish a trust in order to aid it in providing benefits due under the Plan. 
 ARTICLE I. 
 DEFINITIONS 
 The following terms when capitalized herein shall have the meanings assigned below. 

1.01 75 Points shall mean, with respect to a Traditional Formula Participant, when the sum of such Participant’s attained age,
plus completed Years of Accredited Service (each rounded to the nearest whole number) equals or exceeds 75 at any time. 
 1.02 Accrued Basic Retirement Allowance shall mean the Pension Allowance, as determined in accordance with the Retirement Plan; provided, however, that the Accrued Basic Retirement Allowance shall be determined as a
single life annuity payable on a Participant’s Normal Retirement Date, regardless of the form of payment of his or her Pension Allowance under the Retirement Plan. 
 1.03 Actuarial Equivalent shall, for purposes of determining a Benefit under the Plan, be determined using the same actuarial assumptions, adjustments and factors as would be applied under the
Retirement Plan for the purpose of determining the actuarial equivalent value of similar benefits under the Retirement Plan as of the date of the Participant’s Benefit

  

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Commencement Date; provided, however, that (i) the actuarial equivalent factors used to calculate the Twelve-Year Certain and Life Option shall be the actuarial equivalent
factors for the Twelve-Year Certain and Life Option applicable to CEI Participants, (ii) the actuarial equivalent factors used to calculate the Twelve-Year Certain and Life with 50% Joint and Survivor Option shall be the factors set forth in
Annex B hereto, (iii) for purposes of Section 2.05(a)(A), the actuarial equivalent factors used to calculate death benefits shall be further subject to the actuarial assumptions, adjustments and factors set forth in Annex A hereto, and
(iv) for purposes of Section 2.05(a)(B), (I) the amount of the Cash Out that a deceased Participant would have received at his or her Benefit Commencement Date shall be determined on the basis of the factors applicable under the
Retirement Plan as of the date of the Participant’s death and (II) the actuarial equivalent factors used to discount the amount payable to the Surviving Spouse or Domestic Partner for the period, if any, between the Participant’s Benefit
Commencement Date and the date of the Participant’s death shall be the IRS Interest Rate and the IRS Mortality Table, each as defined in the Retirement Plan, as in effect on the date of the Participant’s death. 
 1.04 Affiliated Company shall mean any company other than the Company which is a member of a controlled group of corporations (as
defined in Section 414(b) of the Code) which also includes as a member the Company; any trade or business under common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the
Code. 
  

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 1.05 Annual Basic Straight Time Compensation shall have the meaning set forth in the
Retirement Plan. 
 1.06 Annual Compensation shall have the meaning set forth in the Retirement Plan. 
 1.07 Annuity Payment Form shall have the meaning set forth in Section 2.04(e) hereof. 
 1.08 Basic Salary Deferrals shall mean “Basic Salary Deferrals”, as that term is defined in the Deferred Income Plan.

 1.09 Beneficiary shall mean the person designated by a Participant on a beneficiary designation form provided by the
Plan Administrator to receive payments under this Plan in the event of the Participant’s death; provided, however, if the Participant fails to make a valid election on such beneficiary designation form, the person determined in
accordance with the provisions of the Retirement Plan to receive pension benefits under the Retirement Plan after a Participant’s death, such determination to be made without regard to the provisions of any qualified domestic relations order,
as defined in Section 414(p) of the Code, applicable to the Retirement Plan. 
 1.10 Benefit shall mean, subject to
Section 2.03, the benefit payable to a Participant or his or her Beneficiary under Article II of the Plan. 
 1.11
Benefit Commencement Date shall mean, unless the Plan expressly provides otherwise, a Participant’s Elected Payment Date or Normal Payment Date, as applicable. The Benefit Commencement Date under the Plan is determined without regard to any
delay in payment pursuant to Section 2.10. 
  

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 1.12 Board of Trustees shall mean the Board of Trustees of Consolidated Edison
Company of New York, Inc. or any successor thereto. 
 1.13 Cash Balance Account shall have the meaning set forth in the
Retirement Plan. 
 1.14 Cash Balance Formula Participant shall mean a Participant who is subject to the Cash Balance
Formula under the Retirement Plan. 
 1.15 Cash Balance Single Sum Payment shall have the meaning set forth in the
Retirement Plan. 
 1.16 Cash Out shall have the meaning set forth in the Retirement Plan. 
 1.17 CEI Participant shall have the meaning set forth in the Retirement Plan. 
 1.18 Change of Control shall mean the occurrence of any of the following events: 
 (a) 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

  

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of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction; 
 (b) 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; 
 (c)
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 
 (d) 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: 
  

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

  

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

  

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	 	(iii)	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


  

	 	(iv)	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.


 For these purposes, the term “Person” shall mean an individual, corporation, association, joint stock
company, business trust or other similar organization, partnership, limited liability company, joint venture, trust, unincorporated organization or government or agency, instrumentality or political subdivision thereof (but shall not include the
Company, any underwriter temporarily holding securities pursuant to an offering of such securities, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of voting stock of the Company). The term “Group” shall have the meaning set forth in Rule 13d-5 of the Securities Exchange Act of 1934, as amended. If
any one Person, or Persons acting as a Group, is considered to effectively control the Company as described in subsections (b) or (c) above, the acquisition of additional control by the same Person or Persons is not considered to cause a
Change of Control. 
 1.19 Code shall mean the Internal Revenue Code of 1986, as amended from time to time. 

1.20 Committee shall mean the Management Development and Compensation Committee of the Board of Trustees. 
 1.21 Company shall mean Consolidated Edison Company of New York, Inc. or any successor thereto by merger, purchase or otherwise;
provided, however, that for purposes of Section 1.18, “Company” shall mean the highest level holding company of Consolidated

  

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Edison Company of New York, Inc. (or any successor thereto which continues this Plan) which has publicly traded common stock. 
 1.22 Company Non Account Plan means any arrangement sponsored by the Company or an Affiliated Company, other than the Plan, that is a
“non account balance plan,” as such term is defined under Section 409A. 
 1.23 Default Payment Form shall
mean (i) with respect to a Traditional Formula Participant who has attained 75 Points, the Joint and 50% Survivor Annuity, if the Participant is married at his or her Benefit Commencement Date, or the Single Life Annuity, if the Participant is
not married at his or her Benefit Commencement Date, (ii) with respect to a Traditional Formula Participant who has not attained 75 Points, the Cash Out Option, and (iii) with respect to a Cash Balance Formula Participant, the Cash Balance
Single Sum Payment. 
 1.24 Deferred Income Plan shall mean the Consolidated Edison Company of New York, Inc. Deferred
Income Plan, as amended from time to time. 
 1.25 Disability shall have the meaning as defined in the Retirement Plan.

 1.26 Domestic Partner shall have the meaning set forth in the Retirement Plan. 
 1.27 Elected Payment Date shall mean the tenth day of the next month following the payment date elected by a Participant pursuant to
Section 2.04(a). 
 1.28 Elected Payment Form shall mean the Payment Form elected by a Participant in accordance
with Section 2.04(c). 
 1.29 Eligible Employee shall mean any (A) (i) officer or employee employed by the
Company or a Participating Company whose terms and conditions of employment are not subject to a collective bargaining agreement and (ii) who is participating in the Retirement Plan

  

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or (B) other officer or employee of the Company or an Affiliated Company designated by the Chief Executive Officer of the Company as eligible to participate in the Plan. 
 1.30 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 
 1.31 Excess Benefit Portion shall mean the portion of the Plan which is intended to constitute an unfunded excess benefit plan under
Section 3(36) of Title I of ERISA which provides benefits not otherwise payable under the Retirement Plan due to the limitations imposed by Section 415 of the Code. 
 1.32 Executive Incentive Plan shall mean the Consolidated Edison Company of New York, Inc. Executive Incentive Plan, as amended from
time to time. 
 1.33 Incentive Award shall mean the “Incentive Award”, as that term is defined in the
Executive Incentive Plan or the 2005 EIP, as applicable. 
 1.34 Joint and 50% Survivor Annuity shall have the meaning
set forth in the Retirement Plan. For married Traditional Formula Participants, a Joint and 50% Survivor Annuity shall be determined without actuarial reduction; for all other Participants, a Joint and 50% Survivor Annuity shall be the Actuarial
Equivalent of the Single Life Annuity. 
 1.35 Joint and 75% Survivor Annuity shall have the meaning set forth in the
Retirement Plan. 
 1.36 Joint and 100% Survivor Annuity shall have the meaning set forth in the Retirement Plan.

  

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 1.37 Mandatory Deferral Portion shall mean the “Mandatory Deferral
Portion”, as that term is defined in the Executive Incentive Plan. 
 1.38 Normal Payment Date shall mean the tenth
day of the next month following the date of the later of (i) a Participant’s Separation from Service or (ii) a Participant attaining age 55. 
 1.39 Normal Retirement Date shall have the meaning set forth in the Retirement Plan. 
 1.40 Participant shall mean an Eligible Employee who is participating in the Plan pursuant to Section 2.01 hereof. 
 1.41 Participating Company shall mean an Affiliated Company that has adopted this Plan in accordance with Section 4.04 hereof.

 1.42 Pension Allowance shall have the meaning set forth in the Retirement Plan. 
 1.43 Payment Form means the Elected Payment Form or, if no such form is elected by a Participant, the Default Payment Form.

 1.44 Plan shall mean this Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan, as set
forth herein or as amended from time to time. 
 1.45 Plan Administrator shall mean the individual appointed by the Chief
Executive Officer of the Company to administer the Plan, as provided in Article IV. 
 1.46 Plan Year shall mean the
calendar year. 
 1.47 Retirement Plan shall mean The Consolidated Edison Retirement Plan as amended from time to time.

  

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 1.48 Section 409A shall mean Section 409A of the Code and the rulings and
regulations promulgated thereunder. 
 1.49 Select Management Portion shall mean the portion of the Plan, other than the
Excess Benefit Portion, which is intended to constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of ERISA. 
 1.50 Separation from Service shall mean a “separation from service” with the Company and all Affiliated Companies, as
determined under the default provisions in Treasury Regulation Section 1.409A-1(h), provided that a Participant who is absent from work due to Disability shall incur a Separation from Service at the earlier of (i) the last day of
the 29th month of absence from work, or (ii) the date of his or her recovery from such Disability, but no Separation from Service shall be deemed to have occurred if he or she returns to active employment upon such recovery, within 29 months of
the commencement of the period of his or her absence from work. 
 1.51 Single Life Annuity shall mean a
Participant’s Benefit payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the Benefit Commencement Date and terminating in the month in which the Participant dies, with no further payments
thereafter. 
 1.52 Specified Employee shall mean an employee of the Company and its Affiliated Companies as determined
under the Company’s established methodology for determining “specified employees” under Section 409A on the date on which a Participant incurs a Separation from Service. 
  

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 1.53 Supplemental Salary Deferrals shall mean “Supplemental Salary
Deferrals”, as that term is defined in the Deferred Income Plan. 
 1.54 Surviving Spouse shall have the meaning set
forth in the Retirement Plan applicable to CECONY participants. 
 1.55 Traditional Formula Participant shall mean a
Participant who is subject to the “Final Average Salary” or “Total Salary” formula under the Retirement Plan. 
 1.56 Transition Election shall mean the elections made by a Participant prior to January 1, 2009 in accordance with the provisions of Notices 2005-1, 2006-79 and 2007-86 promulgated by the U.S. Treasury Department and the
Internal Revenue Service and the Treasury Regulations under Section 409A. 
 1.57 Twelve Year Certain and Life
Option shall have the meaning set forth in the Retirement Plan applicable to CECONY and CEI Participants. 
 1.58 2005
EIP shall mean the Consolidated Edison Company of New York, Inc. 2005 Executive Incentive Plan, as amended from time to time. 
 1.59 Years of Accredited Service shall have the meaning set forth in the Retirement Plan. 
  

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 ARTICLE II. 
 PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS 
 2.01 Participation 
 (a) An Eligible Employee shall participate in the Excess Benefit Portion of the Plan,
provided such Eligible Employee’s pension benefit under the Retirement Plan on the date of his or her Separation from Service exceeds the limitations imposed by Code Section 415(b). 
 (b) An Eligible Employee shall participate in the Select Management Portion of the Plan, provided (i) such Eligible Employee’s
pension benefit under the Retirement Plan on the date of his or her Separation from Service is limited by reason of the Code Section 401(a)(17), (ii) such Eligible Employee is awarded an Incentive Award under the Executive Incentive Plan
or the 2005 EIP (as applicable), (iii) such Eligible Employee has made a Basic Salary Deferral or a Supplemental Salary Deferral under the Deferred Income Plan, or (iv) such Eligible Employee meets any other terms and conditions for
participation specified by the Chief Executive Officer of the Company. 
 (c) Participation in the Plan shall terminate upon the
Participant’s death or, subject to Section 2.08, upon a Separation from Service with the Company and Affiliated Companies, unless a benefit is payable under the Plan with respect to the Participant or the Participant’s Beneficiary
under the provisions of this Article II. 
 2.02 Amount of Benefits 
 Subject to this Article II, and prior to adjustment in accordance with Section 2.04, the amount of a Participant’s Benefit as of
his or her Benefit Commencement Date, shall, subject to Section 2.08, be a monthly payment for the life of the Participant and shall equal the excess, if

  

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any, of (a) minus (b), as calculated as of his or her Separation from Service and as determined below. In both Sections 2.02(a) and (b), the Participant’s Benefit shall be determined
prior to any offsets under the Retirement Plan for duplicate plan coverage. 
 (a) The monthly Accrued Basic Retirement
Allowance which would have been payable under the Retirement Plan, in the form of an annuity for the life of the Participant beginning on the Participant’s Benefit Commencement Date, and determined: 
  

	 	(i)	without regard to the provisions of Code Section 415 relating to the maximum limitation on benefits; 

  

	 	(ii)	without regard to the limitation on compensation set forth in Code Section 401(a)(17); and 

  

	 	(iii)	as if the definition of “compensation” (or term of similar import) used for purposes of determining an Eligible Employee’s pension benefit under the
Retirement Plan included any Basic Salary Deferrals or Supplemental Salary Deferrals under the Deferred Income Plan and any Incentive Award credited on the Participant’s behalf under the Executive Incentive Plan or the 2005 EIP (as applicable);
provided, however, that: 

 (A) if any portion of the Mandatory Deferral Portion of
any Incentive Award credited on the Participant’s behalf under the Executive Incentive Plan or 2005 EIP has been forfeited pursuant to the provisions of the Executive Incentive Plan or 2005 EIP (as applicable), such forfeited amount shall not
be included; 
 (B) where Incentive Awards shall be included in determining average compensation, the number of
Incentive Awards recognized shall not exceed the averaging period (expressed in whole years); and 
  

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 (C) with respect to a Participant who is entitled to a deferred pension
benefit under the Retirement Plan due to termination of active employment because of Disability, the Participant’s compensation for any period after such termination, but prior to his or her Separation from Service, shall be determined as if
his or her Annual Basic Straight Time Compensation on the date of his or her termination of active employment was his or her Annual Compensation for such period; over 
 (b) the monthly Accrued Basic Retirement Allowance which would have been payable beginning on the Participant’s Benefit Commencement
Date in the form of an annuity for the life of the Participant under the Retirement Plan, without regard to any accruals under the Retirement Plan because of a Disability if such accruals relate to any period after which a Participant incurs a
Separation from Service. 
 The determination under Sections 2.02(a) and (b) shall be made as of the Participant’s Benefit
Commencement Date, with any adjustment for commencement before or after the Participant’s Normal Retirement Date made using the applicable actuarial adjustment factors under the Retirement Plan and, for a Traditional Formula Participant who has
a Domestic Partner, shall take into account any actuarial reductions that are required under the terms of the Retirement Plan for any survivor benefit coverage. 
 (c) If, after a Participant’s Benefit Commencement Date, amendments to the Code or ERISA permit the Retirement Plan to provide for payment of the Participant’s pension benefit in an amount
greater than that permissible on his or her Benefit Commencement Date, the Participant’s monthly Benefit, if any, under this Plan shall be reduced by the portion of the Participant’s monthly pension benefit thereafter paid from the
Retirement Plan. 
  

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 (d) All Benefits under this Plan that are payable to a Traditional Formula Participant or to
the Surviving Spouse or Domestic Partner of a Traditional Formula Participant in an Annuity Payment Form for the month of April in a calendar year, or that would have been payable but for the delay in payment pursuant to Section 2.10, and with
respect to which the Benefit Commencement Date was prior to December 31 of the prior calendar year, shall be eligible for a cost-of-living adjustment. In the case of a Benefit payable to a Surviving Spouse or Domestic Partner of a Traditional
Formula Participant in an Annuity Payment Form, the Surviving Spouse or Domestic Partner Benefit shall be deemed to have commenced payment on the earlier of the (i) date that the Surviving Spouse’s or Domestic Partner’s Benefit
commenced to be paid or (ii) Participant’s Benefit Commencement Date. Such adjustment shall be payable for the month of April in such calendar year and for each month thereafter, until further changed or terminated in accordance with
provisions of this Plan. Each annual adjustment shall equal 75% of the percentage increase, rounded to the nearest 1/10 of one percent (0.001), in the Consumer Price Index, All Urban Consumers – US City Average (“CPI-U”), as
published by the United States Department of Labor for the preceding December over such Index for the next-preceding December and shall be applied to the amount that otherwise would have been payable to the Participant, Surviving Spouse, or Domestic
Partner, as applicable, for April of the calendar year in which the adjustment is made; provided, however, that such adjustment shall not exceed 3% or be less than 0% of the eligible monthly Benefit. If at any time such Index is
revised or discontinued, the Plan Administrator may substitute such other index, device, or other form of measurement as he or she, in his or her discretion, determines to be appropriate. 
 2.03 Vesting 
 Subject to the reduction in a Participant’s Benefit payable under this Plan (due to the

  

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forfeiture of any portion of the Mandatory Deferral Portion of any Incentive Award credited on the Participant’s behalf under the Executive Incentive Plan or 2005 EIP, as set forth in
Section 2.02(a)(iii)(A)), a Participant shall be vested in, and have a nonforfeitable right to, his or her Benefit to the same extent as the Participant is vested in his or her accrued “Pension Allowance” under the Retirement Plan (as
such term is defined in the Retirement Plan). 
 2.04 Payment of Benefits 
 (a) Election Timing; Participants Who Accrue a Benefit Prior to January 1, 2009. Subject to Section 2.04(b), an Eligible
Employee who first becomes a Participant prior to January 1, 2009, and an employee who is hired prior to December 15, 2008 who is deemed to be an Eligible Employee under this Plan (the “2008 New Executives”), shall make,
no later than December 31, 2008, a Transition Election to elect the date that payment of his or her Benefit shall be made or shall commence (the “Elected Payment Date”); provided, however, that an election made in
2008 shall apply solely to the amount that would not otherwise be payable to a Participant in 2008 and shall not cause any amounts to be paid to him or her in 2008 that would not otherwise be payable in 2008. 
 (b) Payment Date for Participants Who Accrue a Benefit Prior to January 1, 2009. An Eligible Employee who first becomes a
Participant and accrues a Benefit under the Plan prior to January 1, 2009 shall receive or commence receiving payment of his or her Benefit on the Participant’s applicable Normal Payment Date, unless the Participant specifies an Elected
Payment Date in accordance with Section 2.04(a). 
 (c) Payment Forms for Participants Who Accrue a Benefit Prior to
January 1, 2009. An Eligible Employee who first becomes a Participant and accrues a Benefit under this Plan

  

 17 








 
prior to January 1, 2009, and makes a Transition Election in accordance with Section 2.04(a), may elect an Elected Payment Form as follows: 
  

	 	(i)	With respect to a Traditional Formula Participant who has not attained 75 Points, such Participant shall only be permitted to elect (A) a Cash Out, or (B) a
Joint and 50% Survivor Annuity, if the Participant is married or has a Domestic Partner at the time of such election, or a Single Life Annuity, if the Participant is not married and does not have a Domestic Partner at the time of such election;
provided, however, that upon the date that a Traditional Formula Participant attains 75 Points, he or she shall no longer be entitled to receive a Cash Out and instead shall be entitled to receive the Default Payment Form.


  

	 	(ii)	With respect to a Traditional Formula Participant who has attained 75 Points, such Participant shall only be entitled to receive his or her Benefit in a Joint and 50%
Survivor Annuity, if the Participant is married or has a Domestic Partner at his or her Benefit Commencement Date, or a Single Life Annuity, if the Participant is not married and does not have a Domestic Partner at his or her Benefit Commencement
Date. 

  

	 	(iii)	With respect to a Cash Balance Formula Participant, such Participant shall only be permitted to elect (A) a Cash Balance Single Sum Payment, or (B) a Joint
and 50% Survivor Annuity, if the Participant is married or has a Domestic Partner at the time of such election, or a Single Life Annuity, if the Participant is not married and does not have a Domestic Partner at the time of such election;


  

 18 








 provided, that, in each case, such Participant may modify his or her Elected Payment
Form in accordance with Section 2.04(e). 
 The Elected Payment Form may be different than the form of payment elected by
the Participant under the Retirement Plan. If a Participant does not specify an Elected Payment Form, such Participant’s Benefit shall be paid in the Default Payment Form. A Participant may only elect one payment form for his or her Benefit.

 (d) Payment Date and Payment Form for Participants Who First Accrue a Benefit on or after January 1, 2009. A
Participant who first accrues a Benefit under the Plan on or after January 1, 2009 (other than a 2008 New Executive), shall receive his or her Benefit on the Normal Payment Date and in the Default Payment Form; provided, however,
that such Participant may be permitted to modify his or her Payment Form in accordance with Section 2.04(e). Such Participant shall not be permitted to elect an Elected Payment Date or an Elected Payment Form. 
 (e) Modifying a Payment Form. A Participant who elects or is entitled to receive his or her Benefit in a Single Life Annuity,
Twelve-Year Certain and Life Option or a 50, 75 or 100% Joint and Survivor Annuity (an “Annuity Payment Form”) and whose Separation from Service occurs at or after his or her attainment of age 55 may, during the 20-day period prior
to his or her Separation from Service, elect to have his or her Benefit paid in another Annuity Payment Form that is the Actuarial Equivalent of the original Payment Form applicable to the Participant. A Participant who elects or is entitled to
receive his or her Benefit in an Annuity Payment Form and whose Separation from Service occurs prior to his or her attainment of age 55 may, no later than 20 days prior to his or her Benefit Commencement Date, elect to have his or her Benefit paid
in another Annuity Payment Form that is the Actuarial Equivalent of the

  

 19 








 
original Payment Form applicable to the Participant. A married Participant who is permitted to modify his or her Annuity Payment Form in accordance with this subsection may elect the Twelve-Year
Certain and Life Option only in conjunction with the 50% Joint and Survivor Annuity Option and may elect the Joint and 50% Survivor Annuity, Joint and 75% Survivor Annuity, or Joint and 100% Survivor Annuity only with his or her spouse as contingent
annuitant. A Participant who is not married may elect a Joint and 50% Survivor Annuity, Joint and 75% Survivor Annuity, or Joint and 100% Survivor Annuity only if he or she has a Domestic Partner and only with his or her Domestic Partner as
contingent annuitant. Notwithstanding the foregoing, a Participant who has made an election pursuant to Section 2.04(c)(iii) to have his or her Benefit paid in the form of a Cash Balance Single Sum Payment, or is subject to a Default Payment
Form in either a Cash Balance Single Sum Payment or a Cash Out, shall not be permitted to change his or her Payment Form. 
 2.05 Death Prior to a Participant’s Payment Date 
 (a) If a Traditional Formula Participant who is entitled
to a vested pension benefit under the Retirement Plan dies (i) while he or she is actively employed by the Company and has a Surviving Spouse or Domestic Partner on the date of his or her death or (ii) after incurring a Separation from
Service with entitlement to a Benefit under the Plan, but prior to the Participant’s Benefit Commencement Date, such Participant’s Surviving Spouse or Domestic Partner shall be entitled to receive the following Benefit: 
 (A) If on the date of a Traditional Formula Participant’s death he or she has attained 75 Points and (x) either
(i) is actively employed by the Company or (ii) has incurred a Separation from Service, but not reached his or her Benefit Commencement Date, and (y) has a Surviving Spouse or Domestic Partner on the

  

 20 








 
date of his or her death, his or her Surviving Spouse or Domestic Partner shall be entitled to receive a Single Life Annuity commencing on the tenth day of the month following the month of the
Participant’s death. The amount of the Single Life Annuity payable hereunder shall be the Actuarial Equivalent of 50% of the Benefit that the Participant would have received under this Plan at his or her Benefit Commencement Date, if he or she
had incurred a Separation from Service on the earlier of the date of his or her death or the date of his or her actual Separation from Service, survived until such Benefit Commencement Date, and commenced to receive his or her Benefit as a Joint and
50% Survivor Annuity. 
 (B) If on the date of a Traditional Formula Participant’s death he or she has not
attained 75 Points and (x) either (i) is actively employed by the Company or (ii) has incurred a Separation from Service, but not reached his or her Benefit Commencement Date, and (y) has a Surviving Spouse or Domestic Partner on
the date of his or her death, his or her Surviving Spouse or Domestic Partner shall be entitled to receive a lump sum payment within 60 days following the Participant’s date of death. The amount of the lump sum payment to such Surviving Spouse
or Domestic Partner shall be the Actuarial Equivalent of 50% of the Cash Out that the Participant would have received under this Plan at his or her Benefit Commencement Date, if he or she had incurred a Separation from Service on the earlier of the
date of his or her death, or the date of his or her actual Separation from Service, and survived until such Benefit Commencement Date, and his or her Default Payment Form were determined on the basis of whether the Participant had attained 75 Points
as of his or her date of death. 
  

 21 








 (C) Notwithstanding anything in clauses (A) or (B) to the
contrary, if a Traditional Formula Participant’s death occurs (x) within 30 days of electing the date of his or her termination of employment with the Company (pursuant to such procedures established by the Plan Administrator from time to
time); or (y) after incurring a Separation from Service with entitlement to a Benefit under the Plan, but prior to the Participant’s Benefit Commencement Date, such Participant’s Surviving Spouse, Domestic Partner or Beneficiary (as
applicable) shall be entitled to receive a benefit equal to the Actuarial Equivalent of the survivor benefit payable pursuant to such Participant’s Payment Form, determined as if the Participant had incurred a Separation from Service on the
earlier of the date of his or her death, or the date of his or her actual Separation from Service, and survived until his or her Benefit Commencement Date; provided, however, that in the case of a Traditional Formula Participant who
has not attained 75 Points and has elected a Cash Out, his or her Beneficiary shall be entitled to receive a lump sum payment within 60 days following the Participant’s date of death in an amount equal to the Actuarial Equivalent of 50% of the
Cash Out that such Participant would have received under this Plan at his or her Benefit Commencement Date, if he or she had incurred a Separation from Service on the date of his or her death and survived until such Benefit Commencement Date. For
purposes of this paragraph, a Participant’s Payment Form shall be determined by taking into account any action taken by the Participant in accordance with Section 2.04(e). 
 (b) If a Cash Balance Formula Participant entitled to a vested pension benefit under the Retirement Plan dies at any time prior to such
Participant’s Elected Payment Date or Normal

  

 22 








 
Payment Date (as applicable), the Participant’s Beneficiary shall be entitled to receive a lump sum payment equal to his or her Cash Balance Account under this Plan on the date of his or her
death within 60 days following the date of death. 
 2.06 Reemployment of Former Participant 
 Notwithstanding the provisions of Section 2.04, if a Participant who incurred a Separation from Service is reemployed by the Company or
an Affiliated Company or otherwise becomes a Participant, any payment of the Benefit shall cease. Such Participant shall not be entitled to make an election under Sections 2.04(a) or 2.04(b). Upon the Participant’s subsequent Separation from
Service (for any reason), the Participant’s Benefit shall be recomputed and any Benefit then payable hereunder shall be reduced, but not below zero, by a benefit of Actuarial Equivalent value (as determined in compliance with Section 409A)
to any Benefit previously paid under the Plan and any Benefit hereunder (including any additional Benefit accrued under the Plan by such Participant) shall be paid on the Normal Payment Date and in the Default Payment Form. In the event such
Participant did not incur a Separation from Service, the additional Benefit accrued by the Participant shall be distributed on the Payment Date and in the Payment Form applicable to the Benefit previously accrued by the Participant. 
 2.07 Additional Benefits 
 The Chief Executive Officer of the Company may authorize such other benefits for any Eligible Employee, or class of Eligible Employees, as he or she deems advisable, including, but not limited to,
accelerated vesting, increasing age for retirement purposes, and crediting additional service to the extent such action does not violate the requirements of Section 409A; provided, however, that no such additional benefits shall
result in a change to an Eligible Employee’s Payment Form or Payment Date. 
  

 23 








 2.08 Transfer to Affiliated Company 
 If a Participant’s employment with the Company is transferred to an Affiliated Company that is a Participating Company, he or she shall
continue to accrue additional Benefits in accordance with the terms of this Plan in effect on the date of such transfer. If a Participant’s employment with the Company is transferred to an Affiliated Company that has not adopted this Plan and,
as a result of such transfer, such Participant is no longer an Eligible Employee, he or she shall no longer accrue any additional Benefits under this Plan effective as of the date of such transfer. 
 2.09 Payment of De Minimis Amounts 
 Notwithstanding a Participant’s Payment Form, the Company shall make a lump sum distribution to the Participant of any de minimis Benefit amounts as follows: 
  

	 	(i)	If a Traditional Formula Participant has not attained 75 Points on the date of his or her Separation from Service and has a Benefit under the Plan with an Actuarial
Equivalent value which, when aggregated with the accrued benefit subject to Section 409A under each other Company Non Account Plan in which the Participant participates does not exceed the dollar limit set forth in Section 402(g) of the
Code on the date of such Separation from Service, the Company shall pay such Benefit to the Participant in a lump sum payment on the last business day of the calendar month following the calendar month in which the Separation from Service occurs; or


  

	 	(ii)	 If a Cash Balance Formula Participant incurs a Separation from Service and has a Benefit under the Plan with an Actuarial Equivalent value which, when
aggregated with the accrued benefit subject to Section 409A under each other Company Non Account Plan in which the Participant participates, does not exceed the dollar limit set forth in Section 402(g) of



  

 24 









	 	 
the Code on the date of such Separation from Service, the Company shall pay such Benefit to the Participant in a lump sum payment on the last business day of the calendar month following the
calendar month in which the Separation from Service occurs. 


 2.10 Six-Month Delay in Commencement of
Benefits 
 Notwithstanding Sections 2.04 and 2.09, if at the time of a Participant’s Separation from Service, such
Participant is a Specified Employee, any payment hereunder during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date (the “Delayed Payment Amount”)
shall be delayed and not paid to the Participant until the tenth day of the next month following such six-month anniversary date, at which time such delayed amounts shall be paid to the Participant in a lump sum. If a Participant dies on or after
the date of the Participant’s Separation from Service and prior to payment of the Delayed Payment Amount, any amount delayed pursuant to this Section 2.10 shall be paid to the Participant’s joint annuitant (if the Payment Form elected
by the Participant is a joint annuity) or, if there is no joint annuitant, the Participant’s Beneficiary, as applicable, within 60 days following the date of such Participant’s death. 
  

 25 








 ARTICLE III. 
 GENERAL PROVISIONS 
 3.01 Funding 

(a) All amounts payable in accordance with this Plan shall constitute a general unsecured obligation of the Company. Such amounts, as well
as any administrative costs relating to the Plan, shall be paid out of the general assets of the Company to the extent not paid from the assets of any trust established pursuant to paragraph (b) below. 
 (b) The Company may establish a grantor trust for the benefit of Participants in the Plan. Notwithstanding the foregoing sentence, the
Company shall, if not already existing upon a Change of Control, within 30 days subsequent to the Change of Control establish a grantor trust for the benefit of the Participants and fund such trust at a level at least equal to the value of the
liabilities of the Plan as of the day before the Change of Control occurred. The assets placed in the trust shall be held separate and apart from other Company funds and shall be used for the purposes set forth in the Plan and the applicable trust
agreement, subject to the following conditions: 
  

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

  

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

  

	 	(iii)	 the agreement of the trust shall provide that its assets may be used upon the insolvency or bankruptcy of the Company to satisfy claims of the



  

 26 









	 	 
Company’s general creditors and that the rights of such general creditors are enforceable by them under federal and state law; and 


  

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

 3.02 Discontinuance and Amendment 
 The Company reserves the right, by action of the Board of Trustees, to discontinue benefit accruals under the Plan at any time; and further reserves the right, by action of the Board of Trustees or the
Plan Administrator, to modify or amend the Plan, in whole or in part, at any time. However, except to the extent permitted under Section 3.07 hereof, no modification, amendment, or discontinuance shall adversely affect the right of any
Participant to receive the benefits credited on his or her behalf under the Plan as of the date of such modification, amendment or discontinuance, and no modification or amendment by action of the Plan Administrator shall have a material effect on
the benefits payable under the Plan. Notwithstanding the foregoing, following any amendment and except as provided in Article II with respect to lump sum payments hereunder, Benefits under this Plan may be adjusted as required to take into account
the amount of pension benefits payable under the Retirement Plan after the application of the limitations referred to in Section 2.02 hereof. 
 3.03 Termination of Plan 
 The Company reserves the right, by action of the
Board of Trustees, to terminate the Plan at any time; provided, however, that no termination shall be effective retroactively. As of the effective date of termination of the Plan: 
 (a) The benefits of any Participant, Surviving Spouse, Domestic Partner or Beneficiary whose benefit payments have commenced shall continue
to be paid, but only to the

  

 27 








 
extent such benefits are not otherwise payable under the Retirement Plan because of the limitations referred to in Section 2.02(a)(i) or (ii); and 
 (b) no further benefits shall accrue on behalf of any Participant whose benefits have not commenced, and such Participant and the
Participant’s Surviving Spouse, Domestic Partner or Beneficiary shall retain the right to benefits hereunder, provided that on or after the effective date of termination the Participant is vested under the Retirement Plan. All other provisions
of this Plan shall remain in effect. 
 3.04 Plan Not a Contract of Employment 
 This Plan is not a contract of employment, and the terms of employment of any Participant shall not be affected in any way by this Plan or
related instruments, except as specifically provided therein. The establishment of this Plan shall not be construed as conferring any legal rights upon any person for a continuation of employment, nor shall it interfere with the rights of the
Company to discharge any person and to treat such person without regard to the effect which such treatment might have upon such person under this Plan. Each Participant and all persons who may have or claim any right by reason of the
Participant’s participation in this Plan shall be bound by the terms of this Plan and all agreements entered into pursuant thereto. 
 3.05 Facility of Payment 
 In the event that the Plan Administrator shall
find that a Participant is unable to care for such Participant’s affairs because of illness or accident or because he or she is a minor or has died, the Plan Administrator may, unless a claim shall have been made therefor by a duly appointed
legal representative, direct that any benefit payment due the Participant, to the extent not payable from a grantor trust, be paid on the Participant’s behalf to the Participant’s spouse, a child, a parent or other blood relative, or to a
person with whom the Participant resides or a legal

  

 28 








 
guardian, and any such payment so made shall be a complete discharge of the liabilities of the Company and the Plan therefor. 
 3.06 Withholding Taxes 
 The Company and any Participating Company shall have the right to deduct from each payment to be made under the Plan any required withholding taxes. 
 3.07 Section 409A 
 This Plan is intended to satisfy the applicable requirements of Section 409A and shall be operated and interpreted consistent with such intent. If the Plan Administrator determines, in good faith,
that any provision of this Plan does not satisfy such requirements or could otherwise cause any person to recognize additional taxes, penalties or interest under Section 409A, the Plan Administrator shall modify, to the maximum extent
practicable, the original intent of the applicable provision without violation of the requirements of Section 409A (“Section 409A Compliance”), and, notwithstanding any provision herein to the contrary, the Plan Administrator
shall have broad authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure Section 409A Compliance. In no event shall the Company have any liability or
obligation with respect to any taxes, penalties or interest for which a Participant may become liable as a result of the application of Section 409A. Any determinations by the Plan Administrator shall be final and binding on all parties.

 3.08 Nonalienation 
 Subject to any applicable law, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so
shall be void, nor shall any such benefit be in any manner liable for or subject to

  

 29 








 
garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefits. 
 3.09 Assumption of Liabilities 
 Notwithstanding any Plan provision to the contrary, at the sole discretion and direction of the Board of Trustees, the Plan may assume liabilities with respect to benefits accrued by a Participant under a
plan maintained by such Participant’s former employer, and upon such assumption such liabilities shall become the obligation of the Company. 
 3.10 Claims and Review Procedure 
 (a) In the event any Participant or,
after his or her death, his or her Beneficiary, or a duly authorized legal representative (the “Claimant”) disputes the amount of his or her entitlement to any benefits under the Plan, or their method of payment, such Claimant shall
be required to file a claim in writing with the Plan Administrator for the benefits to which the Claimant believes he or she is entitled, setting forth the reasons for the claim. The Claimant shall have the opportunity to submit written comments,
documents, records and other information relating to the claim and shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records or other information relevant to the claim. A claim for benefits must be
submitted and signed by the Claimant. 
 (b) In the event that a claim for benefits is denied in whole or in part, the Plan
Administrator shall notify the Claimant in writing of the denial and of the right to review the denial. The written notice will set forth, in a manner calculated to be understood by the Claimant, specific reasons for the denial, specific references
to the provisions of the Plan on which the denial is based, a description of any additional information or material necessary for the Claimant to perfect the application, an explanation of why the information or material is

  

 30 








 
necessary, an explanation of the review procedure under the Plan, including time limits applicable to such procedures and a statement of the Claimant’s right to commence a civil action under
Section 502(a) of ERISA following an adverse benefit determination on appeal. The written notice from the Plan Administrator shall be given to the Claimant within a reasonable period of time, not more than 90 days, after the Plan Administrator
received the initial application, unless special 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 shall the initial decision be given more than 180 days after the Plan Administrator received the application. The Plan Administrator has the authority to act with respect to
any appeal from a denial of benefits or a determination of benefit rights. 
 (c) A Claimant whose claim for benefits was denied
in whole or part may appeal the denial by submitting to the Plan Administrator a request for a review of the application within 60 days after receiving written notice of the denial from the Plan Administrator. Such request for review shall contain,
and the review by the Plan Administrator shall consider, all comments, documents, records and other information relating to the claim that the Claimant wishes the Plan Administrator to review, without regard as to whether such information was
submitted or considered in the initial review of the claim by the Plan Administrator. The Plan Administrator shall provide the Claimant, upon request and free of charge, reasonable access to and copies of all documents, records or other information
relevant to the claim. 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 Claimant deems relevant. The Plan Administrator may require the Claimant to submit such

  

 31 








 
additional facts, documents or other materials as it may deem necessary or appropriate in making its review. 
 (d) The Plan Administrator shall act on each request for a review within 60 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 within the 60-day period. In no event will the decision on review be rendered more than 120 days after the Plan Administrator received the request for a review. The Plan Administrator shall give
prompt 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 Plan on which the decision is based, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information relevant to the claim and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination on review and a
description of the applicable limitations period under the Plan. 
 (e) The Plan Administrator has discretionary authority to
administer the plan, including interpreting the terms, determining eligibility for, entitlement to and amount of benefits under the Plan, making any factual or legal determinations, resolving any questions relevant to administration of the Plan and
remedying and correcting any ambiguities, inconsistencies or omissions in the Plan. Any action taken by the Plan Administrator pursuant to such discretionary authority shall be conclusive and binding on all Participants, Beneficiaries and other
parties. The Plan Administrator shall adopt such rules, procedures and interpretations of the Plan as deemed

  

 32 








 
necessary or appropriate in carrying out the Plan Administrator responsibilities under this Section 3.10 (e). 
 (f) No legal action for benefits under the Plan may be brought unless and until the Claimant has submitted a written application for benefits in accordance with Section 3.10 (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 Section 3.10 (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 Administrator has failed to take any action on the claim within the time prescribed by Sections 3.10 (b) and (d) above. 
 (g) A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file
any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, no later than the earlier of (i) one year after the date the final decision on the adverse benefit determination on review is issued or
should have been issued under Section 3.10 (d) and (ii) the expiration of the applicable statute of limitations that would otherwise apply under ERISA. Failure to file a suit or legal action by the applicable deadline set forth in the
prior sentence shall cause such Claimant to lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator.
Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to this Section 3.10 (g) and
Section 502(a) of ERISA. 
  

 33 








 3.11 Construction 
 (a) The Plan is intended to constitute both an excess benefit arrangement and an unfunded deferred compensation arrangement maintained for a
select group of management or highly-compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and all rights under this Plan shall be governed by ERISA. Subject to the preceding sentence, the Plan 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. 
 (b) 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.

 (c) The headings and subheadings in the Plan have been inserted for convenience of reference only, and are to be ignored in
any construction of the provisions thereof. 
 ARTICLE IV. 
 PLAN ADMINISTRATION 
 4.01 Responsibility for
Benefit Determination 
 The Benefit of a Participant, Surviving Spouse, Domestic Partner or Beneficiary under this Plan
shall be determined either by the Plan Administrator, as provided in Section 4.02 below. 
 4.02 Duties of Plan
Administrator 
 The Plan Administrator shall calculate, in accordance with Article II, the Benefit of each Participant,
Surviving Spouse, Domestic Partner or Beneficiary under the Plan. To the extent a

  

 34 








 
Participant’s Surviving Spouse, Domestic Partner or Beneficiary’s Benefit is payable from the Plan, the Plan Administrator shall have full discretionary authority to make factual and
legal determinations, resolve any question which shall arise under the Plan as to any person’s eligibility for benefits, the calculation of benefits, the form, commencement date, frequency, duration of payment, or the identity of the
Beneficiary. Such question shall be resolved by the Plan Administrator under rules uniformly applicable to all person(s) or employee(s) similarly situated. 
 4.03 Procedure for Payment of Benefits Under the Plan 
 With respect to any
Benefit to which a Participant, Surviving Spouse, Domestic Partner or Beneficiary is entitled under this Plan, the Plan Administrator (a) shall direct the commencement of payments of Benefits hereunder in accordance with the applicable
procedures established by the Company and/or the Plan Administrator regarding the disbursement of amounts from the general funds of the Company and (b) shall arrange, in conjunction with any other applicable excess benefit plan, for the payment
of Benefits under this Plan and/or any other applicable excess benefit plan. 
 4.04 Additional Participating Companies

 With the consent of the Plan Administrator, an Affiliated Company may adopt the Plan. Upon the effective time of the adoption
of the Plan, the Affiliated Company shall be a Participating Company and shall be subject to the terms and conditions of the Plans. A Participating Company may terminate participation in the Plan with the consent of the Plan Administrator for some
or all of its employees. 
  

 35 








 IN WITNESS WHEREOF, Consolidated Edison Company of New York, Inc. has caused this instrument
to be executed by its officer thereunto duly authorized as of the                     day of December, 2009. 
  

			
	By:	 	 /s/ Mary Adamo

		 	Mary Adamo
		 	Vice President - Human Resources
		 	Consolidated Edison Company of New York, Inc.


 306656 
  

 36 








 Annex A 
 Actuarial Equivalent Factors for Death Benefits 
  

			
	 Age
	  	Factor
		
	 40
	  	0.288674
	 41
	  	0.312297
	 42
	  	0.338002
	 43
	  	0.365993
	 44
	  	0.396502
	 45
	  	0.429784
	 46
	  	0.466125
	 47
	  	0.505847
	 48
	  	0.549309
	 49
	  	0.596918
	 50
	  	0.649128
	 51
	  	0.706457
	 52
	  	0.769492
	 53
	  	0.838901
	 54
	  	0.915445
	 55
	  	1.000000

 Note: 
 Interpolate between whole ages. 
 Based on 1983
Group Annuity Mortality Table (50% male/50% female blend) and an interest rate of 7.50%. 







 Annex B 
 Conversion From 50% Joint & Survivor to 
 Twelve Year Certain
With 50% Joint & Survivor 
  

																																													
	 BENEFICIARY’S
 AGE AT
 PENSIONER’S
 RETIREMENT
	 	 	 	BENEFICIARY’S
AGE AT
PENSIONER’S
RETIREMENT
	 	 	 
	 	 PENSIONER WHOSE AGE IS:
	 
	 	50	 	51	 	52	 	53	 	54	 	55	 	56	 	57	 	58	 	59	 	60	 	61	 	62	 	63	 	64	 	65	 	66	 	67	 	68	 	69	 	70	 
	40	 	.994	 	.994	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.986	 	.984	 	.982	 	.980	 	.977	 	.975	 	.972	 	.968	 	.965	 	.961	 	.956	 	.951	 	40
	41	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.986	 	.984	 	.982	 	.980	 	.977	 	.975	 	.972	 	.968	 	.964	 	.960	 	.956	 	.951	 	41
	42	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.984	 	.982	 	.980	 	.977	 	.974	 	.971	 	.968	 	.964	 	.960	 	.956	 	.951	 	42
	43	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.984	 	.982	 	.980	 	.977	 	.974	 	.971	 	.968	 	.964	 	.960	 	.956	 	.951	 	43
	44	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.984	 	.982	 	.979	 	.977	 	.974	 	.971	 	.968	 	.964	 	.960	 	.955	 	.950	 	44
	45	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.984	 	.982	 	.979	 	.977	 	.974	 	.971	 	.968	 	.964	 	.960	 	.955	 	.950	 	45
	46	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.983	 	.982	 	.979	 	.977	 	.974	 	.971	 	.967	 	.964	 	.959	 	.955	 	.950	 	46
	47	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.983	 	.981	 	.979	 	.977	 	.974	 	.971	 	.967	 	.963	 	.959	 	.955	 	.950	 	47
	48	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.983	 	.981	 	.979	 	.977	 	.974	 	.971	 	.967	 	.963	 	.959	 	.954	 	.949	 	48
	49	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.983	 	.981	 	.979	 	.976	 	.974	 	.970	 	.967	 	.963	 	.959	 	.954	 	.949	 	49
	50	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.985	 	.983	 	.981	 	.979	 	.976	 	.973	 	.970	 	.967	 	.963	 	.959	 	.954	 	.949	 	50
	51	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.985	 	.983	 	.981	 	.979	 	.976	 	.973	 	.970	 	.967	 	.963	 	.958	 	.954	 	.948	 	51
	52	 	.994	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.985	 	.983	 	.981	 	.979	 	.976	 	.973	 	.970	 	.966	 	.962	 	.958	 	.953	 	.948	 	52
	53	 	.994	 	.993	 	.992	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.985	 	.983	 	.981	 	.978	 	.976	 	.973	 	.970	 	.966	 	.962	 	.958	 	.953	 	.948	 	53
	54	 	.994	 	.993	 	.992	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.985	 	.983	 	.981	 	.978	 	.976	 	.973	 	.969	 	.966	 	.962	 	.957	 	.952	 	.947	 	54
	55	 	.994	 	.993	 	.992	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.984	 	.983	 	.981	 	.978	 	.976	 	.973	 	.969	 	.966	 	.961	 	.957	 	.952	 	.947	 	55
	56	 	.994	 	.993	 	.992	 	.992	 	.991	 	.990	 	.989	 	.987	 	.986	 	.984	 	.983	 	.980	 	.978	 	.975	 	.972	 	.969	 	.965	 	.961	 	.957	 	.952	 	.946	 	56
	57	 	.994	 	.993	 	.992	 	.992	 	.991	 	.990	 	.989	 	.987	 	.986	 	.984	 	.982	 	.980	 	.978	 	.975	 	.972	 	.969	 	.965	 	.961	 	.956	 	.951	 	.946	 	57
	58	 	.994	 	.993	 	.992	 	.991	 	.991	 	.990	 	.988	 	.987	 	.986	 	.984	 	.982	 	.980	 	.978	 	.975	 	.972	 	.968	 	.965	 	.960	 	.956	 	.951	 	.945	 	58
	59	 	.994	 	.993	 	.992	 	.991	 	.991	 	.990	 	.988	 	.987	 	.986	 	.984	 	.982	 	.980	 	.977	 	.975	 	.972	 	.968	 	.964	 	.960	 	.955	 	.950	 	.945	 	59
	60	 	.994	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.984	 	.982	 	.980	 	.977	 	.974	 	.971	 	.968	 	.964	 	.959	 	.955	 	.950	 	.944	 	60
	61	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.984	 	.982	 	.979	 	.977	 	.974	 	.971	 	.967	 	.963	 	.959	 	.954	 	.949	 	.943	 	61
	62	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.983	 	.981	 	.979	 	.977	 	.974	 	.970	 	.967	 	.963	 	.958	 	.954	 	.948	 	.942	 	62
	63	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.983	 	.981	 	.979	 	.976	 	.973	 	.970	 	.966	 	.962	 	.958	 	.953	 	.947	 	.941	 	63
	64	 	.993	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.985	 	.983	 	.981	 	.979	 	.976	 	.973	 	.970	 	.966	 	.962	 	.957	 	.952	 	.947	 	.941	 	64
	65	 	.993	 	.992	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.985	 	.983	 	.981	 	.978	 	.976	 	.973	 	.969	 	.965	 	.961	 	.956	 	.951	 	.946	 	.940	 	65
	66	 	.993	 	.992	 	.992	 	.991	 	.990	 	.989	 	.987	 	.986	 	.984	 	.982	 	.980	 	.978	 	.975	 	.972	 	.969	 	.965	 	.961	 	.956	 	.951	 	.945	 	.938	 	66
	67	 	.993	 	.992	 	.991	 	.991	 	.990	 	.988	 	.987	 	.986	 	.984	 	.982	 	.980	 	.978	 	.975	 	.972	 	.968	 	.964	 	.960	 	.955	 	.950	 	.944	 	.937	 	67
	68	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.984	 	.982	 	.980	 	.977	 	.974	 	.971	 	.968	 	.964	 	.959	 	.954	 	.949	 	.943	 	.936	 	68
	69	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.987	 	.985	 	.984	 	.982	 	.979	 	.977	 	.974	 	.971	 	.967	 	.963	 	.958	 	.953	 	.948	 	.942	 	.935	 	69
	70	 	.993	 	.992	 	.991	 	.990	 	.989	 	.988	 	.986	 	.985	 	.983	 	.981	 	.979	 	.976	 	.973	 	.970	 	.966	 	.962	 	.957	 	.952	 	.947	 	.940	 	.933	 	70
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
		 	50	 	51	 	52	 	53	 	54	 	55	 	56	 	57	 	58	 	59	 	60	 	61	 	62	 	63	 	64	 	65	 	66	 	67	 	68	 	69	 	70	 	








 INTEREST- 7.50% 
 PENSIONER MORTALITY - 1983 GROUP ANNUITY MORTALITY TABLE (50% MALE / 50% FEMALE BLEND) 
 BENEFICIARY MORTALITY - 1983 GROUP ANNUITY MORTALITY TABLE (50% MALE / 50% FEMALE BLEND)