AMENDMENT NUMBER ONE TO THE UNICOM CORPORATION DEFERRED COMPENSATION UNIT PLAN
Exhibit 10.16
AMENDMENT NUMBER ONE
TO THE
UNICOM CORPORATION
DEFERRED COMPENSATION UNIT PLAN
(as amended through October 25, 1995)
WHEREAS, Unicom Corporation, an Illinois corporation (Unicom), heretofore adopted and maintained the Unicom Corporation Deferred Compensation Unit Plan, as amended through October 25, 1995 (the Plan);
WHEREAS, Exelon Corporation, a Pennsylvania corporation (the Company), has succeeded to the rights and obligations of Unicom, including the rights and obligations of Unicom under the terms of the Plan;
WHEREAS, pursuant to Section 6 of the Plan, the Board of Directors of the Company (the Board) has retained the power to amend the Plan; and
WHEREAS, the Board has authorized the amendment of the Plan to bring the Plan into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the Code).
NOW THEREFORE, pursuant to the power of amendment contained in Section 6 of the Plan, the Plan is hereby amended, effective as of January 1, 2008, by adding the following new Section 8 thereto:
(8) Section 409A. This Plan is intended to comply with the provisions of Section 409A of the Code, and shall be interpreted and construed accordingly, and the timing of all payments under the Plan shall be modified as necessary to comply therewith. As permitted under Section 409A of the Code, the payment of current compensation units and retirement compensation units concurrently with the payment of cash dividends on shares of the Companys Common Stock is intended to constitute the payment of earnings pursuant to a fixed schedule during the holders employment, in the case of current compensation units, and during
the holders life, in the case of retirement compensation units. To the extent the Company determines that, for purposes of Section 409A of the Code, retirement compensation units constitute the payment of a deferred compensation benefit that is payable upon the holders separation from service, then any retirement compensation units that would be payable to a specified employee, within the meaning of Section 409A of the Code, during the six-month period beginning on such employees separation from service shall be delayed and paid to such employee within 30 days after the earlier to occur of (i) the end of such six-month period or (ii) the date of the employees death.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized agent on this day of , 2008.
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