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                                                                  Exhibit 10.1.5

                      RESTRICTED STOCK UNIT AWARD AGREEMENT

          AGREEMENT by and between Consolidated Edison, Inc., a New York
Corporation ("CEI"), and Stephen B. Bram (the "Executive"), dated as of May 31,
2002.

          WHEREAS, the Executive is currently serving as President of Orange and
Rockland Utilities, Inc., a New York corporation and subsidiary of CEI, (CEI and
its subsidiaries and affiliates hereinafter collectively referred to as the
"Company"); and

          WHEREAS, the parties desire to enter into this Agreement providing for
the granting of restricted stock units ("Units") pursuant to the terms and
conditions set forth below.

          NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:

               1. RESTRICTED STOCK UNIT AWARD. In consideration of his continued
employment from the date of this Agreement through August 31, 2005, ("Employment
Period"), the Executive shall be granted an award (the " Restricted Stock Unit
Award") of restricted stock units ("Units") with respect to 20,000 shares of the
Common Shares ($.10 par value) of CEI ("Stock"), effective as of the date of
this Agreement, in accordance with the following terms and conditions:

          (a) Each Unit shall represent the right, upon vesting, to receive the
     cash value of one share of Stock. The cash value of a unit shall equal the
     closing price of a share of Stock in the Consolidated Reporting System as
     reported in the Wall Street Journal or in a similarly readily available
     public source for the trading day immediately prior to the applicable
     transaction date. If no trading of shares of Stock occurred on such date,
     the closing price of a share of Stock in such System as reported for the
     preceding day on which sales of shares of Stock occurred shall be used.

          (b) The Executive's Units shall vest in accordance with the following
     schedule, provided that the Executive has remained continuously employed by
     the Company, or its successor, during the Employment Period through the
     dates indicated below:

<Table>
<Caption>
                                             Percentage of Then
                                           Outstanding Non Vested
                Date                               Units
                ----                       ----------------------
               <S>                                     <C>
               8/31/2004                                50%

               8/31/2005                               100%
</Table>

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          (c) If, during the Employment Period and prior to a Change in Control,
     the Company terminates the Executive's employment for Cause or without
     Cause or the Executive terminates his employment, the Executive shall
     forfeit all right to Units that are not vested as of the Date of
     Termination. If, during the Employment Period and following a Change in
     Control, the Company shall terminate the Executive's employment without
     Cause or the Executive terminates his employment for Good Reason, the
     Executive's Units shall fully and immediately vest as of the Date of
     Termination. If, during the Employment Period, the Executive's employment
     terminates by reason of death or Disability, the Executive's Units shall
     fully and immediately vest as of the Date of Termination. If, during the
     Employment Period, the Executive retires, unless the Board otherwise
     determines, there shall be no acceleration of vesting of any portion of the
     Restricted Stock Unit Award not yet earned.

          (d) Subject to any election made pursuant to Section 1 (h), once Units
     shall vest, CEI shall promptly pay the Executive the cash value of the
     shares of Stock represented by the Units. Prior to vesting, the Units shall
     represent an unfunded and unsecured promise to pay the Executive the cash
     value of shares of Stock upon vesting thereof.

          (e) Units may not be sold, assigned, transferred, pledged,
     hypothecated or otherwise disposed of, except by will or the laws of
     descent and distribution. Any attempted sale, assignment, transfer, pledge,
     hypothecation or disposition in contravention of the foregoing shall be
     null and void and of no effect.

          (f)     (i) Except as otherwise provided herein, the Executive shall
                  have no rights of a stockholder with respect to the shares of
                  Stock represented by Units, including no right to vote the
                  shares, to receive dividends and other distributions thereon
                  and to participate in any change in capitalization of CEI.

                  (ii) In the event of any change in capitalization resulting in
                  the issuance of additional shares to CEI's stockholders, the
                  shares of Stock represented by his Units shall be equitably
                  adjusted as determined in good faith by the CEI's Executive
                  Pension and Personnel Committee.

                  (iii) Prior to the delivery of the cash value of the shares of
                  Stock upon vesting of Units, at the time of each distribution
                  of any regular cash dividend paid by CEI in respect of Stock,
                  the Executive shall be entitled to receive a cash payment from
                  the Company equal to the aggregate regular cash dividend
                  payment that would have been made in respect of the shares of
                  Stock represented by Units which have not yet vested, as if
                  the shares represented by such Units had been actually
                  delivered to the Executive, provided, that no such payment in
                  respect of shares of Stock represented by Units shall be made
                  if, prior to the time such payment is due, the

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                  Executive's rights with respect to such Units have previously
                  terminated under this Agreement.

                  (iv) In the event of a dividend payable in shares of Stock
                  instead of cash, the Executive shall be entitled to receive on
                  the distribution date additional Units in such number that
                  would have been received in respect of the shares of Stock
                  represented by Units that have not yet vested, as if the
                  shares represented by such Units had actually been delivered
                  to the Executive.

                  (v) The Executive hereby elects to defer the receipt of any
                  dividend equivalent cash payments that may become payable to
                  the Executive prior to December 31, 2003 and have the cash
                  payment invested under the Company's Deferred Income Plan
                  according to the terms and conditions of the Deferred Income
                  Plan.

                  (vi) Prior to the commencement of a calendar year, beginning
                  with calendar year 2004, the Executive shall have the right to
                  elect to defer receipt of any dividend equivalent cash
                  payments that may become payable to the Executive in the
                  calendar year and to have such cash payments invested under
                  the Company's Deferred Income Plan according to the terms and
                  conditions of the Deferred Income Plan.

          (g) CEI's Executive Pension and Personnel Committee may make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Company is required by law or regulation of
any governmental authority, whether federal, state or local, domestic or
foreign, to withhold in connection with the Restricted Stock Unit Award,
including, but not limited to (1) withholding the amount due from the
distribution of the cash value of the Units, or (2) withholding the amount due
from the Executive's other compensation.

          (h) Prior to the commencement of the calendar year in which the Units
vest, the Executive may elect: (1) to defer the vesting of all or a portion of
the Units, (2) to have, upon vesting, the cash value of all or a portion of the
Units deferred and invested under the Company's Deferred Income Plan according
to the terms and conditions of the Deferred Income Plan, or (3) any combination
of the above listed options. If no such election is made, upon vesting the
Executive will automatically receive a distribution of the cash value of the
shares of Stock represented by the Units as set forth above in Section 1. (d).

          (i) It is agreed that the Restricted Stock Unit Award (including the
grant of Units and any dividend equivalents or other distributions in respect of
the Units) shall not be included in the Executive's pension calculation.

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               2. CHANGE IN CONTROL.

                  Upon the occurrence of a Change in Control during the
Employment Period, the Restricted Stock Unit Award shall continue in effect and
vest (or be forfeited) in accordance with provisions of this Agreement as though
no Change in Control had occurred, except that, as appropriate, the shares of
Stock represented by the Restricted Stock Unit Award shall be treated the same
as all other shares of Stock of CEI in any transaction constituting a Change in
Control. The Executive's rights upon a termination of employment by the Company
without Cause, by reason of death or Disability or by the Executive for Good
Reason, which termination occurs following a Change in Control, shall be as
specified above in Section 1.(c).

               3. DEFINITIONS. For purposes of this Agreement the following
               definitions apply:

               (a) "Cause" shall mean:

               (i) willful and continued failure by the Executive to
               substantially perform his duties  or

               (ii) the conviction of the Executive of a felony or the entering
               by the Executive of a plea of nolo contendere to a felony, in
               either case having a significant adverse effect on the business
               and affairs of the Company. No act or failure to act on the part
               of the Executive shall be considered "willful" unless it is done,
               or omitted to be done, by the Executive in bad faith or without
               reasonable belief that the Executive's action or omission was in
               the best interests of the Company. Any act or failure to act that
               is based upon authority given pursuant to a resolution duly
               adopted by the Board, or the advice of counsel for the Company,
               shall be conclusively presumed to be done, or omitted to be done,
               by the Executive in good faith and in the best interests of the
               Company. The Company expressly acknowledges that Cause will not
               exist merely because of a failure of the Company or its
               affiliates to meet budgeted results.

               (iii) A termination of the Executive's employment for Cause shall
               be effected in accordance with the following procedures. The
               Company shall give the Executive written notice ("Notice of
               Termination for Cause") of its intention to terminate the
               Executive's employment for Cause, setting forth in reasonable
               detail the specific conduct of the Executive that it considers to
               constitute Cause and the specific provision(s) of this Agreement
               on which it relies. Such notice shall be given no later than 60
               days after the act or failure (or the last in a series of acts or
               failures) that the Company alleges to constitute Cause. The
               Executive shall have 30 days after receiving the Notice of
               Termination for Cause in which to cure such act or failure, to
               the extent such cure is possible. If the Executive fails to cure
               such act or failure to the reasonable satisfaction of the Board,
               the Company shall give the Executive a second written notice
               stating the date, time and place of a

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               special meeting of the Board called and held specifically for the
               purpose of considering the Executive's termination for Cause,
               which special meeting shall take place not less than ten and not
               more than twenty business days after the Executive receives
               notice thereof. The Executive shall be given an opportunity,
               together with counsel, to be heard at the special meeting of the
               Board. The Executive's termination for Cause shall be effective
               when and if a resolution is duly adopted at such special meeting
               by the affirmative vote of a majority of the Board stating that
               in the good faith opinion of the Board, the Executive is guilty
               of the conduct described in the Notice of Termination for Cause
               and that such conduct constitutes Cause under this Agreement.

               (b) "Change in Control" shall mean the occurrence of any of the
following events after the date of this Agreement:

               (i) any "person" (within the meaning of Section 13(d) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act")
               is or becomes the beneficial owner within the meaning of Rule
               13d-3 under the Exchange Act (a "Beneficial Owner"), directly or
               indirectly, of securities of CEI (not including in the securities
               beneficially owned by such person any securities acquired
               directly from CEI or its affiliates) representing 20% or more of
               the combined voting power of CEI's then outstanding securities,
               excluding any person who becomes such a Beneficial Owner in
               connection with a transaction described in clause (A) of
               paragraph (iii) below; or

               (ii) the following individuals cease for any reason to constitute
               a majority of the number of directors of CEI then serving:
               individuals who, on the date of this Agreement, constitute the
               Board and any new director (other than a director whose initial
               assumption of office is in connection with an actual or
               threatened election contest, including but not limited to a
               consent solicitation, relating to the election of directors of
               CEI) whose appointment or election by the Board or nomination for
               election by CEI's stockholders was approved or recommended by a
               vote of at least two-thirds (2/3) of the directors then still in
               office who either were directors on the date hereof or whose
               appointment, election or nomination for election was previously
               so approved or recommended; or

               (iii) the shareholders of CEI approve or there is consummated a
               merger or consolidation of CEI or any direct or indirect
               wholly-owned subsidiary of CEI with any other corporation, other
               than (A) a merger or consolidation which would result in the
               voting securities of CEI outstanding immediately prior to such
               merger or consolidation 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 CEI or any
               subsidiary of CEI, at least 65% of the combined voting power of
               the securities of CEI or such surviving entity or any parent
               thereof outstanding immediately after such merger or
               consolidation, or (B) a merger or consolidation effected to
               implement a

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               recapitalization of CEI (or similar transaction) in which no
               person is or becomes the Beneficial Owner, directly or
               indirectly, of securities of CEI representing 20% or more of the
               combined voting power of CEI's then outstanding securities; or

               (iv) the shareholders of CEI approve a plan of complete
               liquidation or dissolution of CEI or there is consummated an
               agreement for the sale or disposition by CEI of all or
               substantially all of CEI's assets, other than a sale or
               disposition by CEI of all or substantially all of CEI's assets to
               an entity, at least 75% of the combined voting power of the
               voting securities of which are owned by stockholders of CEI in
               substantially the same proportions as their ownership of CEI
               immediately prior to such sale.

               (v) Notwithstanding the foregoing, a "Change in Control" shall
               not be deemed to have occurred by virtue of the consummation of
               any transaction or series of integrated transactions immediately
               following which the record holders of the common stock of CEI
               immediately prior to such transaction or series of transactions
               continue to have substantially the same proportionate ownership
               in an entity which owns all or substantially all of the assets of
               CEI immediately following such transaction or series of
               transactions.

               (c)  "Date of Termination" means the date of the Executive's
death, the Disability Effective Date, the date on which the termination of the
Executive's employment by the Company for Cause or without Cause or by the
Executive for Good Reason is effective, or the effective date specified in a
notice of a termination of employment without Good Reason from the Executive to
the Company, or the effective date of the Executive's retirement, as the case
may be.

               (d)  "Disability" means that: (i) the Executive has been unable,
for the period, if any, specified in the Company's disability plan for senior
executives, but not less than a period of 180 consecutive days, to perform the
Executive's duties, and (ii) a physician selected by the Company or its
insurers, and acceptable to the Executive or the Executive's legal
representative, has determined that the Executive is disabled within the meaning
of the applicable disability plan for senior executives. If the Company
determines in good faith that the Disability of the Executive has occurred
during the Employment Period (pursuant to the definition of Disability set forth
above), it may give to the Executive written notice of its intention to
terminate the Executive's employment. In such event, the Executive's employment
with the Company shall terminate effective on the 30th day after receipt of such
notice by the Executive (the "Disability Effective Date"), provided that, within
the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties.

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               (e)  "Good Reason" following a Change in Control shall mean:

               (i) any adverse change in the Executive's titles, authority,
               duties, responsibilities and reporting lines as in effect
               immediately prior to a Change in Control, or the assignment to
               the Executive of any duties or responsibilities inconsistent in
               any respect with those customarily associated with the
               position(s) held by the Executive immediately prior to a Change
               in Control;

               (ii) the appointment of any person other than the Executive to
               the position held by the Executive immediately prior to a Change
               in Control or any other position or title conferring similar
               status or authority;

               (iii) any reduction in the Executive's salary, target annual
               bonus, target long-term incentive or Retirement benefit as in
               effect immediately prior to a Change in Control;

               (iv) any requirement by the Company that the Executive's services
               be rendered primarily at an office or location that is more than
               50 miles from the Executive's employment office or location
               immediately prior to a Change in Control;

               (v) any purported termination of the Executive's employment by
               the Company for a reason or in a manner not expressly permitted
               by this Agreement;

               (vi) any failure by CEI to comply with Section 5(c) of this
               Agreement;

               (vii) any other material breach of this Agreement by the Company
               that either is not taken in good faith or, even if taken in good
               faith, is not remedied by the Company promptly after receipt of
               notice thereof from the Executive;

               (viii) Following a Change in Control, the Executive's
               determination that an act or failure to act constitutes Good
               Reason shall be conclusively presumed to be valid unless such
               determination is decided to be unreasonable by an arbitrator
               pursuant to Section 4; or

               (ix) A termination of employment by the Executive for Good Reason
               shall be effectuated by giving the Company written notice
               ("Notice of Termination for Good Reason") of the termination,
               setting forth in reasonable detail the specific acts or omissions
               of the Company that constitute Good Reason and the specific
               provision(s) of this Agreement on which the Executive relies.
               Unless the Board determines otherwise, a Notice of Termination
               for Good Reason by the Executive

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               act or omission (or the last in a series of acts or omissions)
               that the Executive alleges to constitute Good Reason, and the
               Company shall have 30 days from the receipt of such Notice of
               Termination for Good Reason to cure the conduct cited therein. A
               termination of employment by the Executive for Good Reason shall
               be effective on the final day of such 30-day cure period unless
               prior to such time the Company has cured the specific conduct
               asserted by the Executive to constitute Good Reason to the
               reasonable satisfaction of the Executive (unless the notice sets
               forth a later date (which date shall in no event be later than 30
               days after the notice is given) as of which such termination
               shall be effective).

               (x) A termination of the Executive's employment by the Executive
               without Good Reason shall be effected by giving the Company
               written notice specifying the effective date of termination.

               4. DISPUTES.

                  Any dispute about the validity, interpretation, effect or
alleged violation of this Agreement shall be resolved by confidential binding
arbitration to be held in New York, New York, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereover. All costs and expenses incurred by the Company or the
Executive or the Executive's beneficiaries in connection with any such
controversy or dispute, including without limitation reasonable attorney's fees,
shall be borne by the Company as incurred, except that the Executive shall be
responsible for any such costs and expenses incurred in connection with any
claim determined by the arbitrator(s) to have been without reasonable basis or
to have been brought in bad faith. The Executive shall be entitled to interest
at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the
Code, on any delayed payment which the arbitrator(s) determine he was entitled
to under this Agreement.

               5. SUCCESSORS.

                  (a) NO ASSIGNMENT BY EXECUTIVE. This Agreement is personal to
the Executive and without the prior written consent of CEI shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be binding upon
and enforceable by the Executive's legal representatives.

                  (b) SUCCESSORS TO CEI. This Agreement shall inure to the
benefit of and be binding upon and enforceable by CEI and its successors and
assigns.

                  (c) PERFORMANCE BY A SUCCESSOR TO CEI. CEI will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of CEI to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that CEI would be required to perform it if no such succession
had taken place. As used in this Agreement, "CEI" shall mean

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CEI as hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

               6. MISCELLANEOUS.

                  (a) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements executed and performed entirely therein. The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect.

                  (b) NOTICES. All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                  If to the Executive:      One Blue Hill Plaza
                                            Pearl River, NY 10965


                  If to the Company:        4 Irving Place
                                            New York, NY 10003,
                                            Attention:  General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (c) INVALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. If any provision of this Agreement shall
be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and effect to the fullest
extent consistent with law.

                  (d) TAX WITHHOLDING. Notwithstanding any other provision of
this Agreement, the Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                  (e) FAILURE TO ASSERT RIGHTS. The Executive's or the Company's
failure to insist upon strict compliance with any provisions of, or to assert
any right under, this Agreement shall not be deemed to be a waiver of such
provision or right or of any other provision of or right under this Agreement.

                  (f) NO ALIENATION. The rights and benefits of the Executive
under this Agreement may not be anticipated, assigned, alienated or subject to
attachment, garnishment, levy, execution or other legal or equitable process
except as required by law. Any attempt by the

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Executive to anticipate, alienate, assign, sell, transfer, pledge, encumber or
charge the same shall be void. Payments hereunder shall not be considered assets
of the Executive in the event of insolvency or bankruptcy.

                  (g) ENTIRE AGREEMENT. This Agreement represents the complete
agreement between the Executive and the Company relating to the granting of
restricted stock units and may not be altered or changed except by written
agreement executed by the parties hereto or their respective successors or legal
representatives. This Agreement supersedes all prior agreements and other
understandings between the parties with respect to the subject matter herein
except for the portions thereof, which have been incorporated by reference in
this Agreement.

               IN WITNESS WHEREOF, the Executive and, pursuant to due
authorization from its Board of Directors, the Company have caused this
Agreement to be executed as of the day and year first above written.


                              CONSOLIDATED EDISON, INC.


                              By:
                                 -------------------------------------
                                            Eugene R. McGrath
                              Chairman of the Board and Chief Executive Officer


                                 -------------------------------------
                                            Stephen B. Bram

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