EX-10.1.10.3



 Exhibit 10.1.10.3 

Description of Directors’ Compensation 

The following tables show, effective as of December 31, 2013, the annual retainer amounts and committee meeting fees payable, in
quarterly installments, to the members of the Board of Directors of Consolidated Edison, Inc. (the “Company”): 
  

													
	
Annual Retainer
for each
Member of the
Board
	  	 Annual Retainer
for the Chairman
of the
Board
	  	 Annual Retainer
for the
Lead Director
	  	 Annual Retainer
for the

Chair of the 
Audit Committee
	  	 Annual Retainer 
for each of the 
Chairs of
the
Corporate
Governance and
Nominating, and
 the Management
Development
and
Compensation
Committees
	  	 Annual Retainer
for each of the 
Chairs of
the
Environment,
Health &
Safety, Finance,
Operations
Oversight and
Planning
Committees
	  	 Annual Retainer
for
each
Member of the
Audit
Committee (except
the Chair of the
Audit Committee)

	 $90,000
	  	$130,000	  	$35,000	  	$20,000	  	$10,000	  	$5,000	  	$10,000

  

					
	 Meeting Fee for each

Committee
Meeting Attended
	 	
Meeting Fee for each
Audit Committee
Meeting Attended
	 	
Meeting Fee for Acting Chair
(when regular committee
chair is 
absent)

	 $1,500
	 	$2,000	 	$200

 Effective April 1, 2014, the annual retainer amounts payable to each of the Chairs of the Audit Committee
and the Management Development and Compensation Committee will be increased by $5,000, to $25,000 and $15,000, respectively. 
 Members of
the Board participate in the Company’s Long Term Incentive Plan (the “LTIP”). Pursuant to the LTIP, each non-employee Director is allocated an annual award of $105,000 of deferred stock units on the first business day following the
Annual Meeting. Effective April 1, 2014, the allocation will be increased by $15,000, to $120,000, for each non-employee Director. If a non-employee Director is first appointed to the Board after an annual meeting, his or her first annual award
is pro rated. Settlement of the annual awards of stock units are automatically deferred until the Director’s termination of service from the Board of Directors. Each Director may elect to receive some or all of his or her annual awards of stock
units on another date or to further defer any other prior annual award of stock units, including any related dividend equivalents earned on prior annual award of stock units, in accordance with the terms of the LTIP and Section 409A of the
Internal Revenue Code. Each Director may also elect to defer all or a portion of his or her retainers and meeting fees into additional deferred stock units, which are deferred until the Director’s termination of service. Dividend equivalents
are payable on deferred stock units in the amount and at the time that dividends are paid on Company Common Stock and are credited in the form of additional deferred stock units which are fully vested as of the date the dividends would have been
paid to the Director or, at the Director’s option, are paid in cash. All payments on account of deferred stock units are made in shares of Company Common Stock. The LTIP provides that cash compensation deferred into stock units, the annual
stock unit awards, and the dividend equivalents granted to non-employee Directors that are credited in the form of additional deferred stock units, are fully vested, and payable in a single one-time payment of whole shares (rounded to the nearest
whole share) within sixty days following separation from Board service unless the director elected to defer distribution to another date. 

The Company reimburses Board members who are not currently officers of the Company for reasonable expenses incurred in attending Board and
Committee meetings. No person who serves on both the Company’s Board and on the Board of its subsidiary, Consolidated Edison Company of New York, Inc., and corresponding Committees, is paid additional compensation for concurrent service.
Members of the Board who are officers of the Company or its subsidiaries receive no retainers, meeting fees or annual award of deferred stock units for their service on the Board. 

Members of the Board are also eligible to participate in the Company’s Stock Purchase Plan (“Stock Purchase Plan”). 

Copies of the LTIP and the Company’s Stock Purchase Plan, and amendments thereto, have been (or, as to amendments that may be adopted
after the date of this description, will be) included as exhibits to the Company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q.