Exhibit 10.1.6


                            Consolidated Edison, Inc.

           Deferred Stock Compensation Plan For Non-Officer Directors

At its meeting on June 20, 2002, the Board of Directors of Consolidated Edison,
Inc. ("CEI") adopted the Consolidated Edison, Inc. Deferred Stock Compensation
Plan for Non-Officer Directors (the "Plan") and terminated the Consolidated
Edison Company of New York, Inc. Retirement Plan for Trustees (the "Retirement
Plan") and the Consolidated Edison, Inc. Restricted Stock Plan for Non-Employee
Directors. Retired Directors receiving benefits under the Retirement Plan will
continue to do so. The following is an outline of the Plan, which is expected to
be formalized in a Plan document that when completed will be filed as an exhibit
to a future periodic report.

         o        Directors of CEI who are not officers or employees of CEI are
                  eligible to participate in the plan.

         o        As of July 1, 2002, the net present value of each current
                  eligible Director's accrued benefit under the Retirement Plan
                  was converted into a number of Company stock units, which was
                  calculated by dividing the net present value of the Retirement
                  Plan benefit by the closing price of a share of CEI's common
                  stock on June 28, 2002, the last business day before July 1.
                  In addition, each eligible Director was allocated an
                  additional 400 stock units as of July 1, 2002.

         o        Commencing in 2003, each eligible Director will be allocated
                  an annual award of 1,300 stock units on the first business day
                  after the Company's annual meeting. If an eligible Director is
                  first appointed to the Board after an annual meeting, his or
                  her first annual award will be prorated.

         o        The initial allocations and the annual awards of stock units
                  will be deferred until the Director's termination of service
                  from the Board of Directors.

         o        Directors will have the right to defer all or a portion of
                  their retainers and meeting fees into additional stock units.
                  Stock units attributable to voluntary deferrals of retainers
                  and meeting fees will be deferred until the Director's
                  termination of service or, at the option of the Director, for
                  five years or more after the year in which the units were
                  deferred, if earlier.

         o        Dividend equivalents will be payable on deferred stock units
                  in the amount and at the time that dividends are paid on CEI's
                  common stock. At the option of a Director they will either be
                  paid in cash or invested in additional stock units.

         o        All payments on account of stock units will be made in shares
                  of CEI common stock except that fractional stock units will be
                  paid in cash. The Directors will have the option to have the
                  stock units resulting from the mandatory deferrals paid over a
                  maximum of ten years.