Exhibit 10.4
Exelon Corporation
Unfunded Deferred Compensation
Plan for Directors
(Amended and Restated Effective
January 1, 2009)
The purpose of this Unfunded
Deferred Compensation Plan for Directors (the “Plan”)
is to permit Directors of Exelon Corporation (“Exelon”)
to elect to defer receipt of directors’ fees. The Plan as set
forth herein is an amendment and restatement of the Plan as adopted
effective October 20, 2000, and is a successor to the PECO
Energy Company Unfunded Deferred Compensation Plan for Directors
(the “Prior Plan”).
1. Administration . The Plan
shall be administered by the Secretary of Exelon or his or her
designee (the “Secretary”), or such other individual or
individuals as designated by the Board of Directors of Exelon (the
“Board”). The Secretary shall interpret the Plan and
establish such rules and regulations of plan administration that he
or she deems appropriate. The cost of plan administration shall be
paid by Exelon, and shall not be charged against the deferred
accounts of Plan participants.
2. Eligibility . All
Directors of Exelon (other than full-time employees of Exelon or
its subsidiaries) shall be eligible to participate in the
Plan.
3. Deferrals . (a) Prior
to the first day of each calendar year, each eligible Director may
elect in writing to defer the receipt of all or a portion of his or
her directors’ fees earned with respect to such calendar
year, by filing a written Director’s Deferral Agreement form
with the Secretary. A person who becomes an eligible Director after
the first day of any calendar year shall be permitted to make the
election described in this Section 3 not later than 30 days
after becoming an eligible Director, and such election shall apply
to directors’ fees earned during the remainder of such
calendar year. In all events, each deferral election made under
this Plan
shall apply only to fees earned after the date
of such election. Deferred amounts under the Plan, together with
deferred amounts and attributable earnings under the Prior Plan,
shall be credited to a deferral account in the participant’s
name (“Deferral Account”) for later distribution. Each
participant’s Deferral Account shall be a bookkeeping entry
only, and Exelon shall not be required to fund the Deferral
Account. Any assets that may be held by Exelon to fund a Deferral
Account shall at all times remain unrestricted assets of Exelon in
its corporate capacity and not as a fiduciary, and shall be subject
to the claims of Exelon’s general creditors. Pending
distribution, each participant’s Deferral Account shall be
credited with earnings or interest as provided in
Section 3(b).
(b) (1) For purposes of measuring
the earnings or losses credited to a participant’s Deferral
Account, the participant may select, from among the investment
funds available from time to time under the Exelon Corporation
Employee Savings Plan (the “Savings Plan”), the
investment funds in which all or part of his or her Deferral
Account shall be deemed to be invested.
(2) The participant shall make an
investment designation in the form and manner prescribed by the
Secretary, which shall remain effective until another valid
designation has been made by the participant as herein provided.
The participant may amend his or her investment designation at such
times and in such manner as prescribed by the Secretary. A timely
change to the participant’s investment designation shall
become effective as soon as administratively practicable after such
designation is submitted.
(3) The investment funds deemed to
be made available to the participant, and any limitation on the
maximum or minimum percentages of the participant’s Deferral
Account that may be deemed to be invested in any particular fund,
shall be the same as available or in effect from time to time under
the Savings Plan.
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(4) Except as provided below, the
participant’s Deferral Account shall be deemed to be invested
in accordance with his or her investment designations, and the
Deferral Account shall be credited with earnings (or losses) as if
invested as directed by the participant.
To the extent that the participant
does not furnish complete investment instructions, then the
Deferral Account shall be deemed invested in the default investment
fund then in effect under the Savings Plan. The Deferral Accounts
maintained pursuant to the Plan are for bookkeeping purposes only
and Exelon is under no obligation to invest such
amounts.
Exelon shall provide a statement to
each participant not less frequently than annually showing such
information as is appropriate, including the aggregate amount in
his or her Deferral Account, as of a reasonably current
date.
4.
Distributions . (a) The amount credited to a
participant’s Deferral Account shall be distributed to the
participant in, or beginning in, the first April beginning after
the occurrence of one of the following distribution events, as the
participant shall direct in his or her Benefit Distribution
Election Form: (i) the participant’s separation from
service, within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), as a
Director of Exelon, (ii) the participant’s 65th birthday
or (iii) the participant’s 72 nd birthday. Distributions shall
be paid in a lump sum payment or in annual install
