ComEd 2006 Annual Report Download - page 437

EXELON CORPORATION
STOCK DEFERRAL PLAN
(As Amended and Restated Effective January 1, 2005)
ARTICLE I
Amendment and Restatement; Purpose
The Exelon Corporation Stock Deferral Plan (the “Plan”) was established as the Unicom Corporation Stock Bonus Deferral Plan,
and was amended and restated, effective September 30, 1998, and subsequently amended by the First Amendment thereto, also
effective September 30, 1998. Effective as of October 20, 2000, sponsorship of the Plan was transferred to Exelon Corporation and,
pursuant to the Second Amendment, the Plan was renamed the Exelon Corporation Stock Deferral Plan and amended to reflect the
merger of Unicom Corporation with and into Exelon Corporation. Effective January 1, 2005, the Plan is hereby amended and restated
as set forth herein for the purpose of (i) complying in good faith with the requirements of section 409A of the Code and (ii) providing
for changes to the time and form of benefit payments under the Plan as permitted pursuant to transition rules adopted by the Internal
Revenue Service under section 409A of the Code. The rights and benefits of any Participant (as defined below) whose employment
terminated prior to January 1, 2005 shall be determined under the terms of the Plan as in effect on the date of such termination of
employment.
Exelon Corporation (the “Company”) maintains the Plan in order to provide to certain key employees of the Company and
participating affiliates (collectively, the “Employers”) the opportunity to defer the receipt of performance share unit awards and such
other incentive or other awards as may be permitted by the Plan Administrator, in each case payable in common stock of the Company
(“Exelon Stock”), granted under the Company’s Long Term Incentive Plan (collectively, “Awards”). (the “LTIP”).
ARTICLE II
Eligibility and Participation
2.1 Eligibility and Participation. Each individual who was a Participant in the Plan on December 31, 2004 shall continue to be a
Participant on January 1, 2005. Each other employee of an Employer who, on the applicable election date described in Section 3.1, is
described below, upon making a deferral election in accordance with the provisions of Article III shall become a participant
(“Participant”) in this Plan on the effective date of such election:
(a) an officer of the Company or any affiliate or subsidiary thereof; or
(b) an employee in an executive salary band under the Company’s compensation system or at the equivalent payroll level under
another Employer’s compensation system.
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