Exhibit 10.2.11

CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

2005 EXECUTIVE INCENTIVE PLAN

Effective as of January 1, 2005

As
Amended and Restated effective as of January 1, 2008



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CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

2005 EXECUTIVE INCENTIVE PLAN

PURPOSE

The purpose of the Plan is to provide executives designated by the Companys Board of Trustees as eligible to
participate in the Plan with incentives to achieve goals which are important to shareholders and customers of the Company, to supplement the Companys salary and benefit programs so as to provide overall compensation for such executives which
is more competitive with corporations with which the Company must compete for the best executive talent, and to assist the Company in attracting and retaining executives who are important to the continued success of the Company.

Effective January 1, 2006 the Plan was amended to add specific performance measures for the determination of the Adjusted Target Incentive Fund and
the determination of the amount of any Incentive Award.

Effective January 1, 2007 the Plan is amended by adding new performance
measures for the determination of the amount of the Incentive Award to be awarded to certain executives and to include the President and Chief Executive Officer of Orange and Rockland Utilities, Inc. and the Group President of the Competitive Energy
Businesses as Participants in the Plan.

Effective January 1, 2008, the Plan is amended to permit Participants to defer up to one
hundred percent (100%) of his or her Incentive Award into the Deferred Income Plan (as defined herein), subject to the terms and conditions of the Deferred Income Plan. Additionally, the Plan is further amended to add certain provisions in
order to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder.



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TABLE OF CONTENTS



|                       |  |                                |  |  
|---------------------- |  | ------------------------------ |  | -
|                       |  | Page                          
|ARTICLE I. DEFINITIONS |  | 1                             
|1.01                   |  | Adjusted Target Incentive Fund |  | 1
|1.02                   |  | Annual Incentive Awards        |  | 1
|1.03                   |  | AIP                            |  | 1
|1.04                   |  | ATIP                           |  | 1
|1.05                   |  | Award Date                     |  | 1
|1.06                   |  | Board of Trustees              |  | 1
|1.07                   |  | Board of Directors             |  | 1
|1.08                   |  | CEBs                           |  | 1
|1.09                   |  | CECONY Net Income              |  | 1
|1.10                   |  | CEI                            |  | 1
|1.11                   |  | CEI Net Income                 |  | 1
|1.12                   |  | Committee                      |  | 2
|1.13                   |  | Company                        |  | 2
|1.14                   |  | Deferred Income Plan or DIP    |  | 2
|1.15                   |  | Effective Date                 |  | 2
|1.16                   |  | Executive Officer              |  | 2
|1.17                   |  | Financial Performance          |  | 2
|1.18                   |  | Incentive Award                |  | 2
|1.19                   |  | Incentive Percentage           |  | 2
|1.20                   |  | Officer                        |  | 2
|1.21                   |  | Operating Budget               |  | 2
|1.22                   |  | Operating Performance          |  | 2
|1.23                   |  | O & R                          |  | 3
|1.24                   |  | O & R Net Income               |  | 3
|1.25                   |  | Participant                    |  | 3
|1.26                   |  | Performance Indicators         |  | 3
|1.27                   |  | Plan                           |  | 3
|1.28                   |  | Plan Administrator             |  | 3
|1.29                   |  | Potential Award                |  | 3
|1.30                   |  | Regulated Net Income           |  | 3
|1.31                   |  | Senior Officer                 |  | 3
|1.32                   |  | Target Incentive Fund          |  | 3



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TABLE OF CONTENTS (Contd)



|                                    |  |                                |  |   
|----------------------------------- |  | ------------------------------ |  | --
|                                    |  | Page                          
|ARTICLE II. ELIGIBILITY             |  | 3                             
|2.01                                |  |                                |  | 3 
|2.02                                |  |                                |  | 3 
|2.03                                |  |                                |  | 4 
|ARTICLE III. ADMINISTRATION         |  | 4                             
|ARTICLE IV. DETERMINATION OF AWARDS |  | 4                             
|4.01                                |  | Incentive Percentages          |  | 4 
|4.02                                |  | Target Incentive Fund          |  | 4 
|4.03                                |  | Adjusted Target Incentive Fund |  | 5 
|4.04                                |  | Incentive Awards               |  | 5 
|4.05                                |  | Awards to Executive Officers   |  | 6 
|ARTICLE V. PAYMENT OF AWARDS        |  | 9                             
|5.01                                |  | Time of Payment                |  | 9 
|5.02                                |  | Manner of Payment              |  | 9 
|5.03                                |  | Posthumous Payments            |  | 9 
|ARTICLE VI. MISCELLANEOUS           |  | 9                             
|6.01                                |  | Amendment and Termination      |  | 9 
|6.02                                |  | Effect of Plan                 |  | 10
|6.03                                |  | Withholding                    |  | 10
|6.04                                |  | Funding                        |  | 10
|6.05                                |  | Facility of Payment            |  | 10
|6.06                                |  | Nonalienation                  |  | 10



ii



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CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

2005 EXECUTIVE INCENTIVE PLAN

ARTICLE I. DEFINITIONS

The following terms when capitalized herein shall have the meanings set forth below.



|1.01 | Adjusted Target Incentive Fund
|---- | ------------------------------

shall have the
meaning set forth in Section 4.03(c).



|1.02 | Annual Incentive Awards
|---- | -----------------------

shall mean annual awards
made under the terms of this Plan, the AIP, the ATIP, the CEI Annual Incentive Plan, the Annual Executive Incentive Plan for Presidents of the Consolidated Edison, Inc. Competitive Energy Businesses, and the Management Variable Pay Plan for CECONY
management employees.



|1.03 | AIP
|---- | ---

shall mean the Con Edison Competitive Energy
Businesses Annual Incentive Plan, as may be amended from time to time.



|1.04 | ATIP
|---- | ----

shall mean the O&R Annual Team Incentive
Plan, as may be amended from time to time.



|1.05 | Award Date
|---- | ----------

shall mean, with respect to any
Incentive Award, January 1 of the year following the year to which such Incentive Award relates.



|1.06 | Board of Trustees
|---- | -----------------

shall mean the Board of Trustees
of the Company or the Management Development and Compensation Committee of the Board of Trustees, if the Board has given the Committee authority to act on its behalf.



|1.07 | Board of Directors
|---- | ------------------

shall mean the Board of
Directors of Consolidated Edison, Inc or the Management Development and Compensation Committee of the Board of Directors, if the Board of Directors has given the Committee authority to act on its behalf.



|1.08 | CEBs
|---- | ----

shall mean the Competitive Energy Businesses.



|1.09 | CECONY Net Income
|---- | -----------------

shall mean net income from
ongoing operations for CECONY, which includes income from CECONY operations after subtracting all expenses incurred by CECONY, including federal and state income taxes. Net income shall not include extraordinary non-recurring items identified by the
Company after the target is established. Net income shall be net of the reserve that is established for the Target Incentive Fund and awards made under the Management Variable pay plan during the year-end closing and shall not be weather normalized.



|1.10 | CEI
|---- | ---

shall mean Consolidated Edison, Inc., or any
successor by merger, purchase or otherwise.



|1.11 | CEI Net Income
|---- | --------------

shall mean net income from ongoing
operations for CEI which includes income from CEI operations after subtracting all expenses incurred by CEI, including federal and state income taxes. CEI Net Income shall not



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include extraordinary non-recurring items identified by the Company after the target is established or the impacts of mark-to-market activity. CEI Net income
shall be net of the reserve that is established for the Annual Incentive Awards during the year-end closing.



|1.12 | Committee
|---- | ---------

shall mean The Management Development
and Compensation Committee of the Board of Directors or the Management Development and Compensation Committee of the Board of Trustees, as applicable.



|1.13 | Company or CECONY
|---- | -----------------

shall mean Consolidated Edison
Company of New York, Inc. or any successor by merger, purchase or otherwise.



|1.14 | Deferred Income Plan or DIP
|---- | ---------------------------

shall mean the
Consolidated Edison Company of New York, Inc. Deferred Income Plan, as amended from time to time.



|1.15 | Effective Date
|---- | --------------

shall mean January 1, 2005.



|1.16 | Executive Officer
|---- | -----------------

shall mean an executive of the
Company who holds the position of Chairman and Chief Executive Officer, Senior Vice President and Chief Financial Officer, General Counsel, President and Chief Operating Officer, Senior Vice President  Business Shared Services, Senior Vice
President  Enterprise Shared Services, Senior Vice President  Public Affairs, or Vice President and General Auditor; an executive of Orange and Rockland Utilities Inc. who holds the title of President and Chief Executive Officer; or an
executive of CEI who holds the title of The Group President, Competitive Energy Businesses.



|1.17 | Financial Performance
|---- | ---------------------

shall mean the financial
performance component used to determine an Executive Officers Target Award and shall be either the same as the component used for determining awards under Section 4.04 of this Plan, the ATIP, the AIP, or a combination thereof as
applicable to the Executive Officer and as set forth in Section 4.05.



|1.18 | Incentive Award
|---- | ---------------

shall have the meaning set forth
in Section 4.04 or Section 4.05, as applicable.



|1.19 | Incentive Percentage
|---- | --------------------

shall have the meaning set
forth in Section 4.01.



|1.20 | Officer
|---- | -------

shall mean an executive of CECONY who is
not a Senior Officer or an Executive Officer.



|1.21 | Operating Budget
|---- | ----------------

shall mean the portion of the
CECONY O & M Budget approved by the Board of Trustees which is comprised of departmental expenses, including Interference and Uncollectible expenses. Operating Budget shall not include corporate expenses such as employee benefits, damages and
lawsuits, rental fees (transformer vault rental) and external audit fees.



|1.22 | Operating Performance
|---- | ---------------------

shall mean the operating
performance component used to determine an Executive Officers Target Award and shall be either the same as the component used for determining awards under Section 4.04 of this Plan, the ATIP, the AIP, or a combination thereof as
applicable to the Executive Officer and as set forth in Section 4.05.



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|1.23 | O & R
|---- | -----

shall mean Orange and Rockland
Utilities, Inc.



|1.24 | O & R Net Income
|---- | ----------------

shall mean net income from
ongoing operations for O & R, which includes income from O & R operations after subtracting all expenses incurred by O & R, including federal and state income taxes. Net income shall not include extraordinary non-recurring items
identified by O & R after the target is established. Net income shall be net of the reserve that is established for the Target Incentive Fund and the ATIP awards during the year-end closing and shall not be weather normalized.



|1.25 | Participant
|---- | -----------

shall mean any individual who is
eligible to participate in the Plan in accordance with Article II.



|1.26 | Performance Indicators
|---- | ----------------------

shall mean health and
safety, operational considerations, customer satisfaction, reliability, environmental considerations, employee development considerations or any other or additional performance indicators that the Board of Trustees may, from time to time, deem
appropriate.



|1.27 | Plan
|---- | ----

shall mean the Consolidated Edison Company of
New York, Inc. 2005 Executive Incentive Plan, as amended.



|1.28 | Plan Administrator
|---- | ------------------

shall mean the individual
appointed by the Companys Chief Executive Officer to administer the Plan as provided in Article III.



|1.29 | Potential Award
|---- | ---------------

shall have the meaning set forth
in Section 4.02(c).



|1.30 | Regulated Net Income
|---- | --------------------

shall mean the total of
CECONY Net Income and O & R Net Income.



|1.31 | Senior Officer
|---- | --------------

shall mean a Senior Vice President
of CECONY who is not an Executive Officer.



|1.32 | Target Incentive Fund
|---- | ---------------------

shall have the meaning set
forth in Section 4.02(a).

ARTICLE II. ELIGIBILITY



|2.01 | The Board of Trustees, in its discretion, from time to time, may designate and change the designation of the executives or executive position levels within the Company
eligible to participate in the Plan. The Board of Directors, in its discretion, from time to time, may designate the Executive Officers eligible to participate in the Plan.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2.02 | To be eligible to receive an award under the Plan for a particular year, an executive (other than an Executive Officer) must (a) have been employed by the Company during
any portion of such year and (b) not later than September 30 of such year achieve an eligible position level or be designated by the Board of Trustees as eligible to participate in the Plan. To be eligible to receive an award under the
Plan for a particular year, an Executive Officer, must (a) have been employed by the Company, CEI or O & R during any portion of such year and (b) not later than September 30 of such year achieve an Executive Officer position or
be designated by the Board of Directors as eligible to participate in the Plan.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|2.03 | If a Participant retires or resigns after June 30 at age 55 with at least five years of service, he or she may, in the sole discretion of the Plan Administrator, receive
a prorated Incentive Award based on the number of calendar months worked during the year to which such Incentive Award relates.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE III. ADMINISTRATION

Except as otherwise provided in the Plan, all determinations in connection with the Plan shall
be made by the Plan Administrator, who shall be appointed by the Companys Chief Executive Officer and whose decisions shall be final and conclusive upon all Participants and any persons asserting any claim derived from a Participant. The Plan
Administrator shall make such determinations after receiving the recommendations of the Companys Chief Executive Officer (except as to matters relating to the participation of the Companys Chief Executive Officer in the Plan and
decisions with respect to him or her shall be made by the Board of Trustees). The Plan Administrator shall abstain from any determination under the Plan in which he or she has a personal interest, in which case such determination shall be made by
the Companys Chief Executive Officer. The Plan Administrator shall be responsible for the administration of the Plan under the direction of the Companys Chief Executive Officer.

ARTICLE IV. DETERMINATION OF AWARDS



|4.01 | Incentive Percentages
|---- | ---------------------

Except as provided in
Section 4.05, the Board of Trustees shall determine a percentage of annual salary deemed to constitute an appropriate incentive for each executive or executive position level eligible to participate in the Plan. Each such percentage is herein
called an Incentive Percentage. The Board of Trustees may, from time to time, increase or decrease any Incentive Percentage, as the Board of Trustees may deem appropriate.



|4.02 | Target Incentive Fund
|---- | ---------------------

Except as provided in
Section 4.05:

(a) At the end of each year, the annual rate of salary of each executive eligible to participate in the Plan for such
year, as such salary is in effect at the end of such year, shall be multiplied by the Incentive Percentage applicable to such person at such time. The sum of such products for all executives eligible to participate in the Plan for such year is
herein called the Target Incentive Fund for such year.

(b) For purposes of calculating the Target Incentive Fund for any
year:

(1) In the case of an executive whose employment with the Company has terminated during the year, the annual salary
rate of such executive in effect at the time of such termination shall be deemed to be the annual salary rate of such executive at the end of such year.

(2) Deferred compensation, at the annual rate in effect at the end of the year pursuant to an agreement between the Company and an executive, shall be considered part of such executives annual rate of salary at
the end of such year.

(3) An executives annual rate of salary shall be determined without any deduction for pre-tax
contributions or after-tax contributions made pursuant



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to the Consolidated Edison Thrift Savings Plan, the Con Edison Flexible Reimbursement Account Plan, the Con Edison OPTIONS Program for Management Employees,
or the Deferred Income Plan.

(c) The amount included in the Target Incentive Fund for any year with respect to each executive is called
such executives Potential Award.



|4.03 | Adjusted Target Incentive Fund
|---- | ------------------------------

Except as provided
in Section 4.05:

(a) In January of each year the Board of Trustees shall determine whether award of the Target Incentive Fund for the
preceding year is appropriate or whether and to what extent such Target Incentive Fund shall be reduced, eliminated entirely, or increased. The Board of Trustees may increase the Target Incentive Fund by an amount not to exceed 50 percent of the
Target Incentive Fund. In making such determination, the Board of Trustees shall consider the Companys performance during the preceding year with respect to pre-determined goals in the following three areas: 1) CECONY Net Income, 2) the CECONY
Operating Budget, and 3) specific Performance Indicators. The weighting assigned to each of these three areas will be as follows: Fifty percent (50%) of the Target Incentive Fund shall be based on the Companys performance with respect to
the CECONY Net Income goal; Twenty percent (20%) of the Target Incentive Fund shall be based on the Companys performance with respect to the CECONY Operating Budget goal, and thirty percentage (30%) of the Target Incentive Fund shall
be based on the Companys performance with respect to the Performance Indicators goal. The actual percentage in each of these three areas that shall comprise the Target Incentive Fund can range from zero to One Hundred Twenty percent
(120%) of the respective areas weight based on the actual outcomes with respect to the goal for those areas as determined by the Board of Trustees. The Board of Trustees may consider such additional Performance Indicators as the Board of
Trustees deems relevant.

(b) Notwithstanding any other provision, the Target Incentive Fund for any year in which the Company omits a
dividend on its common stock, or in which the CECONY Net Income is less than ninety percent (90%) of its target, shall be reduced to zero.

(c) The Target Incentive Fund for a year, as adjusted pursuant to this Section 4.03, is herein called the Adjusted Target Incentive Fund.



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|4.04 | Incentive Awards
|---- | ----------------

Except as provided in
Section 4.05:

(a) After the Adjusted Target Incentive Fund for a year has been determined as provided in Section 4.03, the
Committee of the Board of Trustees, upon the recommendations of the Companys Chief Executive Officer, shall make, subject to confirmation by the Board of Trustees, awards to individual Participants who are eligible to participate in the Plan
based on the achievement of Company performance goals, organizational performance, and the Participants individual performance for such year. Such awards are herein called Incentive Awards.

(1) Incentive Awards shall be determined based on the following criteria:

(i) For each Senior Officer, his or her Incentive Award shall be based on the following four components weighted as indicated: fifteen percent
(15%) shall be based on the Company achieving its CECONY Net Income goal; twenty percent (20%) shall be based on his or her organization achieving its budget goal; twenty-five percent (25%) shall be based on his or her organization
achieving its Performance Indicators, and forty percent (40%) shall be based on his or her individual performance.

(ii) For all other
Participants, except Senior Officers, his or her Incentive Award shall be based on the following four components weighted as indicated: twelve and one-half percent (12.5%) shall be based on the Company achieving its CECONY Net Income goal,
seventeen and one-half percent (17.5%) shall be based on his or her Group achieving its budget goal; thirty percent (30%) shall be based on his or her Group achieving its Performance Indicators, and forty percent (40%) shall be based
on his or her individual performance.

(iii) The actual percentage of the Incentive Award based on the individual performance component may
range from zero to one hundred fifty percent (150%) based on the Participants actual performance. The actual percentage of the Incentive Award based on the remaining three components may range from zero to one hundred twenty percent
(120%) based on the actual outcomes with respect to the goals for those components. As a result, a Participants actual Incentive Award may range from zero to one hundred thirty two percent (132%) of the Participants Potential Award.

(b) If, however, a Participant has entered into an employment agreement with the Company providing for a different basis for the
determination of his or her Incentive Award under this Plan, the determination of the amount of his or her Incentive Award will be governed by the terms and conditions set forth in his or her employment agreement.

(c) The aggregate of all Incentive Awards for a year may not exceed the Adjusted Target Incentive Fund for such year.



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|4.05 | Awards to Executive Officers
|---- | ----------------------------

Notwithstanding the
foregoing, the determination of the Incentive Award for an Executive Officer shall be in accordance with this Section 4.05 instead of Sections 4.01, 4.02, 4.03 and 4.04.

(a) The Incentive Award of an Executive Officer shall be determined based on the following criteria:

(1) The Board of Directors shall determine the Incentive Percentage for each Executive Officer eligible to participate in the Plan. The
Board of Directors may, from time to time, increase or decrease any Executive Officers Incentive Percentage, as it may deem appropriate.

(2) Each Executive Officers Incentive Award will be based on three components: net income, Financial Performance and Operating Performance.

(b) For the Chairman and Chief Executive Officer, Senior Vice President and Chief Financial Officer, and General Counsel.

(1) The net income component will constitute fifty percent (50%) of the Incentive Award and the measure will be CEI Net Income.

(2) The Financial Performance component will constitute twenty percent (20%) of the Incentive Award and the component
will be established in January of each Plan year by the Board of Trustees for EIP awards, by the Board of Directors of O&R for ATIP awards and the Board of Directors of the CEBs for AIP awards. The weighting applied to this component will be
based on the budgeted net income of CECONY, O&R and the CEBs for such year.

(3) The Operating Performance component
will constitute thirty percent (30%) of the Incentive Award and the component will be established in January of each year by the Board of Trustees for EIP awards, the Board of Directors of O&R for ATIP awards and the Board of Directors of
the CEBs for AIP awards. The weighting applied to this component will be based on the budgeted net income of CECONY, O&R and the CEBs for such year.

(b) For the President and Chief Executive Officer of O&R.

(1) The net income component
will constitute fifty percent (50%) of the Incentive Award and the measure will be Regulated Net Income.

(2) The
Financial Performance component will constitute twenty percent (20%) of the Incentive Award and the component will be the same as the component established in January of each year by the Board of Directors of O&R for the ATIP awards.

(3) The Operating Performance component will constitute thirty percent (30%) of the Incentive Award and the component
will be the same as the component established in January of each year by the Board of Directors of O&R for the ATIP awards.



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(c ) For the Group President, Competitive Energy Businesses.

(1) The net income component will constitute fifty percent (50%) of the Incentive Award and the measure will be CEI Net Income.

(2) The Financial Performance component will constitute twenty percent (20%) of the Incentive Award and the component
will be the same as the component established in January of each year by the Board of Directors of the CEBs for the AIP awards.

(3) The Operating Performance component will constitute thirty percent (30%) of the Incentive Award and the component will be the same as the component established in January of each year by the Board of Directors of the CEBs for the
AIP awards.

(d) For The President and Chief Operating Officer of CECONY

(1) The net income component will constitute fifty percent (50%) of the Incentive Award and the measure will be Regulated Net Income.

(2) The Financial Performance component will constitute twenty percent (20%) of the Incentive Award and the component
will be the same as the component established in January of each year by the Board of Trustees for the EIP awards.

(3) The
Operating Performance component will constitute thirty percent (30%) of the Incentive Award and the component will be the same as the component established in January of each year by the Board of Trustees for the EIP awards.

(e) For the Senior Vice President - Business Shared Services, Senior Vice President - Enterprise Shared Services, Senior Vice President - Public Affairs,
and Vice President and General Auditor



| | (i) | The net income component will constitute fifty percent (50%) of the Incentive Award and the measure will be Regulated Net Income.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The Financial Performance component will constitute twenty percent (20%) of the Incentive Award and the component will be the same as the component established in January of
each year by the Board of Trustees for the EIP awards and by the Board of Directors of O&R for the ATIP awards. The weighting applied to these this component will be based on the budgeted net income at CECONY and O&R for such year.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (iii) | The Operating Performance component will constitute thirty percent (30%) of the Incentive Award and the component will be the same as the component established in January of
each year by the Board of Trustees for the EIP awards and by the Board of Directors of for the ATIP awards. The weighting applied to this component will be based on the budgeted net income at CECONY and O&R for such year.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(f) The actual Incentive Award for an Executive Officer may range from zero to one hundred twenty percent (120%) of the
target award (i.e., a percentage of the Executive Officers year-end salary equal to his or her Incentive Percentage) based on the annual performance with respect to the applicable net income, Financial Performance and Operating Performance
components for the Executive Officer described above.

(g) Each Executive Officers Incentive Award payout will be determined based
upon the satisfaction of the applicable performance goals. The Committee of the Board of Directors, however, has the discretion to adjust an Executive Officers Incentive Award based on a review of the performance of the Company, CEI, O&R,
or a combination thereof, including financial, operating and other factors, and based upon the recommendation of the Companys Chairman and Chief Executive Officer (except with respect to his own award). The Committee of the Board of Directors
shall make, subject to confirmation by the Board of Directors, the Incentive Award to the individual Executive Officer.

(h) If, however,
the Executive Officer has entered into an employment agreement with the Company, CEI or O&R providing for a different basis for the determination of his or her Incentive Award under this Plan, the determination of the amount of his or her
Incentive Award will be governed by the terms and conditions set forth in his or her employment agreement.

ARTICLE V. PAYMENT OF AWARDS



|5.01 | Time of Payment
|---- | ---------------

An Incentive Award shall be paid
between January 1 and March 15 of the year following the year to which such Incentive Award relates. Participants may defer up to two-thirds of their Incentive Award into the DIP upon the terms and conditions as set forth in the DIP.
Effective January 1, 2008, a Participant may defer up to 100 percent of his or her Incentive Award into the DIP upon the terms and conditions as set forth in the DIP, less any applicable withholding taxes required to be withheld pursuant to
Section 6.03.



|5.02 | Manner of Payment
|---- | -----------------

Any portion of the Incentive
Award that is not deferred under the terms of the DIP shall be paid to the Participant in a single lump sum.



|5.03 | Posthumous Payments
|---- | -------------------

If a Participant shall die
before any payment to be made to the Participant under this Plan has been made, the payment shall be made to the Participants estate or personal representative in a single lump sum in accordance with Section 5.01.

ARTICLE VI. MISCELLANEOUS



|6.01 | Amendment and Termination
|---- | -------------------------

The Company reserves the
right, by action of the Board of Trustees, to terminate the Plan entirely, or to temporarily or permanently discontinue the making of awards under the Plan; and further reserves the right, by action of the Board of Trustees or the Plan
Administrator, to otherwise modify the Plan from time to time; provided that no such modification, termination, or discontinuance shall adversely affect the rights of Participants with respect to Incentive Awards previously determined; and provided
further, that no modification by action of the Plan Administrator shall have a material effect on the benefits payable under the Plan.



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|6.02 | Effect of Plan
|---- | --------------

The establishment and continuance
of the Plan shall not constitute a contract of employment between the Company and any employee. No person shall have any claim to be granted an award under the Plan and there is no obligation for uniformity of treatment of employees or Participants
under the Plan. Neither the Plan nor any action taken under the Plan shall be construed as giving to any employees the right to be retained in the employ of the Company, nor any right to examine the books of the Company, or to require an accounting.



|6.03 | Withholding
|---- | -----------

The Company shall deduct from any
payment under the Plan any federal, state, or local income or employment taxes that the Company, in its sole discretion, determines is required by law or governmental rule or regulation to be withheld with respect to such payment. Each Participant
shall bear all expenses of, and be solely responsible for all federal, state and local taxes due with respect to any payment received under this Plan. All payments will be reported to the IRS.



|6.04 | Funding
|---- | -------

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.



|6.05 | 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, the Plan Administrator may, unless claim shall have been made therefore 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 guardian, and any such payment so made shall be a complete discharge of the liabilities of the Company and the Plan therefore. Such payment shall be made in accordance with the terms and conditions set forth in Article
V.



|6.06 | 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 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.



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