Exhibit 10.20
PECO Energy Company
Supplemental Pension Benefit Plan
(Effective Date: November 1,
1981)
(As Amended and Restated Effective
January 1, 2009)
PECO Energy Company
(“PECO” or the “Company”) originally
established the PECO Energy Company Deferred Compensation and
Supplemental Pension Benefit Plan (the “Plan”). The
outstanding shares of PECO were subsequently exchanged with shares
of Exelon Corporation (“Exelon”) causing Exelon to
become PECO’s parent (the “Share Exchange”).
Immediately thereafter, Unicom Corporation merged with and into
Exelon (the “Merger”). In connection with the Share
Exchange and Merger, Exelon assumed sponsorship of the Plan.
Effective January 1, 2001, the portion of the Plan that
provided for elective deferrals of compensation and individual
deferral accounts was merged into what is now known as the Exelon
Corporation Deferred Compensation Plan. In order to reflect such
merger and to comply with Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), the Plan is
hereby amended and restated as set forth herein, effective
January 1, 2009, and shall thereafter be known as the PECO
Energy Company Supplemental Pension Benefit Plan.
The purposes of this Plan are to
permit the total pension payable to eligible key management and
executive employees of PECO and its Subsidiaries (as defined in
Paragraph 2), and select employees of PECO and its subsidiaries who
exceed the to be determined on a basis that is no less favorable
than other employees of PECO.
1. Administration . This Plan
shall be administered by Exelon’s Director of Employee
Benefit Plans and Programs, or such other person designated by
Exelon’s Chief Human Resources Officer from time to time. The
Plan Administrator shall have discretionary authority to interpret
the Plan; make factual determinations; establish such rules and
regulations
of plan administration that it deems
appropriate. The Plan Administrator’s decisions with respect
to the construction, administration and interpretation of the Plan
shall be conclusive and binding. The cost of the plan
administration shall be paid by the Company, and shall not be
charged against the benefits of Plan participants.
2. Eligibility . Eligibility
under the Plan is restricted to executive, key management and other
select employees of PECO and its Subsidiaries who participate in
the PECO Energy Service Annuity Plan under the Exelon Corporation
Retirement Program (the “Service Annuity Plan”) and who
exceed the maximum benefit or maximum compensation limits of the
Code. “Subsidiary” shall mean a corporation in which
PECO owns, directly or indirectly, at least 50% of the combined
voting power of all classes of stock entitled to vote, and which is
approved by the Plan Administrator to participate in the Plan.
Individuals who have accrued benefits under the Service Annuity
Plan, and who elect to transfer from such plan to the Exelon
Corporation Cash Balance Pension Plan, shall cease to participate
in this Plan and shall have their supplemental pension benefits
paid from the Exelon Corporation Supplemental Management Retirement
Plan, and this Plan shall have no further obligation to provide
supplemental benefits following such a transfer.
3. Supplemental Pension
Benefit . The Plan will supplement a participant’s
pension or preretirement death benefit payable under the PECO
Service Annuity Plan (the “Service Annuity Plan”) by
the amount which is the difference, if any, between such unreduced
pension or pre-retirement death benefit and the unreduced monthly
pension or preretirement death benefit which would have been
payable under the Service Annuity Plan as if: (i) the
provisions of that Plan were administered without regard to the
maximum benefit limitations or the maximum compensation limitations
imposed under the Code; (ii) for purposes of
calculating
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the participant’s benefit under
Section 3.1(a) of the Service Annuity Plan (the “2%
accrued” formula), the participant’s salary with
respect to earnings accrued prior to January 1, 2001, includes
in the year payable (whether or not deferred) the amount of any
award under PECO’s Management Incentive Compensation Plan or
the prior Incentive Compensation Plan; (iii) for purposes of
calculating the participant’s benefit under
Section 3.1(b) of the Service Annuity Plan (the
“minimum” formula), the participant’s annual base
salary with respect to earnings accrued prior to January 1,
2001, includes the amount of any award under PECO’s
Management Incentive Compensation Plan, whether paid currently or
deferred, and in either case imputed ratably over the months worked
by the participant in the year earned; and (iv) for purposes
of both benefit formulas under the Service Annuity Plan, the
participant’s salary had not been reduced (whether before or
after the Effective Date) in connection with a deferral of cash
compensation. In addition, with respect to earnings accrued prior
to January 1, 2001, for any participant whose compensation was
established by the Board, such supplemental benefit will also
reflect the following adjustment: for purposes of calculating the
participant’s benefit under Section 3.l(b) of the
Service Annuity Plan (the “minimum” formula), the
participant’s annual base salary shall include the amount of
any award under PECO’s prior Incentive Compensation Plan,
whether paid currently or deferred, and in either case imputed
ratably over the months worked by the participant in the year
earned. This supplemental benefit shall be adjusted in accordance
with the provisions of the Service Annuity Plan with respect to age
and service to reflect the benefit commencement date and, to the
extent the Plan Administrator determines is appropriate, any
post-retirement benefit increases with respect to benefits under
the Service Annuity Plan.
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4. Time and Manner of Payment
.
(a) Time and Manner of Payment of
Benefits Commencing Prior to January 1, 2009 . The
distribution of any Plan benefit that commenced prior to
January 1, 2009 shall continue to be paid in accordance with
the terms of the Plan as in effect as of the date such distribution
commenced; provided, however, that in the case of benefits
commencing on or after January 1, 2005, any such distribution
shall be subject to administrative procedures established by the
Company or the Plan Administrator for the purpose of to complying
with Section 409A of the Code.
(b) Time and Manner of Payment of
Grandfathered Benefits . All Plan benefits to which a
Participant is entitled that had accrued and were vested as of
December 31, 2004 (“Grandfathered Benefits”) shall
be paid in accordance with this Paragraph 4(b), and such benefits
are intended to be exempt from Section 409A of the Code, and
the Plan shall be construed and administered in accordance with
such intent. The portion of a Plan benefit that is the
Grandfathered Benefit shall be determined in accordance with
Treasury Regulation §1.409A-6(a)(3).
(i) Except as otherwise determined
by the Plan Administrator, or as otherwise elected by the
participant under this Paragraph, supplemental pension and death
benefits will be in the same form and paid to the employee (or on
his or her behalf, to his or her beneficiaries) in the same manner
as payment of retirement and death benefits under the Service
Annuity Plan.
(ii) (1) In any calendar year before
the participant’s termination of employment, and in
accordance with procedures established by the Plan Administrator, a
participant may elect to receive the present value of the
supplemental retirement benefit payable to the participant under
Paragraph 3 in a lump sum upon the participant’s termination
of employment.
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(2) The present value of amounts
payable in a lump sum pursuant to this Paragraph 4(b)(ii) will be
actuarially determined by discounting the expected stream of
annuity payments (based upon the life expectancy of the participant
and, if applicable, the life expectancy of the participant’s
beneficiary as provided under the Contingent Annuity Option of the
Service Annuity Plan, determined as of the date of payment under
the mortality table used in the most recent actuarial analysis of
the Service Annuity Plan) at a rate equivalent to the Pension
Benefit Guaranty Corporation (PBGC) Immediate Annuity Rate in
effect on January 1 of the year of retirement. Such
calculation shall reflect the Contingent Annuity Option benefit
under the Service Annuity Plan if the participant otherwise
satisfies the conditions for that benefit, but shall not reflect
any possible post-retirement benefit increases; provided, however,
that, if the participant’s Contingent Annuity Opti
