ComEd 2006 Annual Report Download - page 433

satisfying their obligations under the Plan and those obligations formerly under the Excess Savings Plan, the Deferred Compensation
Plan and the Management Deferred Compensation Plan which have been herein assumed by the Company. Any such trust shall be
established in such manner so as to be a “grantor trust” of which the Company is the grantor, within the meaning of section 671 et.
seq. of the Code. The existence of any such trust shall not relieve the Company or any Subsidiary of their liabilities under the Plan,
but the obligation of the Employers under the Plan shall be deemed satisfied to the extent paid from the trust.
ARTICLE VIII
Administration
8.1 Plan Administrator. The Plan shall be administered by the Director, Employee Benefit Plans & Programs of the Company
(the “Plan Administrator”), or such other individual or individuals as may be designated by the Company. The Plan Administrator has
the sole and absolute power and authority to interpret and apply the provisions of this Plan to a particular circumstance, make all
factual and legal determinations, construe uncertain or disputed terms and make eligibility and benefit determinations in such manner
and to such extent as the Plan Administrator in his or her sole discretion may determine. Benefits under the Plan will be paid only if
the Plan Administrator decides, in his or her discretion, that an individual is entitled to such benefits. The Plan Administrator has the
authority to delegate any of his or her duties or responsibilities.
8.2 Claims Procedure. In accordance with the regulations of the U.S. Department of Labor, the Company shall (i) provide
adequate notice in writing to any Participant or beneficiary whose claim for benefits is denied, setting forth the specific reasons for
such denial and written in a manner calculated to be understood by such Participant or beneficiary and (ii) afford a reasonable
opportunity to any Participant or beneficiary whose claim for benefits has been denied for a full and fair review by the Plan
Administrator of the decision denying the claim.
8.3 Expenses. All costs and expenses incurred in administering the Plan, including the expenses of the Plan Administrator, the
fees of counsel and any agents of the Plan Administrator and other administrative expenses shall be paid by the Employers. The Plan
Administrator, in its sole discretion, having regard to the nature of a particular expense, shall determine the portion of such expense to
be borne by a particular Employer.
8.4 Indemnification. Neither the Plan Administrator nor any officer or employee of the Company shall be liable to any person for
any action taken or omitted in connection with the interpretation and administration of the Plan unless attributable to his or her own
willful misconduct or bad faith, and the Company shall indemnify and hold harmless such Plan Administrator, officers and employees
from and against all claims, losses, damages, causes of action and expenses, including reasonable attorney fees and court costs,
incurred in connection with such interpretation and administration of the Plan.
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