ComEd 2006 Annual Report Download - page 434

ARTICLE IX
Amendment and Termination
The Company intends to maintain the Plan indefinitely. However, the Plan, or any provision thereof, may be amended, modified
or terminated at any time by action of its Chief Human Resources Officer or such other senior officer to whom the Company has
delegated amendment authority (without regard to any limitations imposed on such powers by the Code or ERISA), except that no
such amendment or termination shall (i) reduce or cancel the amount credited to the accounts of any Participant hereunder
immediately prior to the date of such amendment or termination or (ii) cause an acceleration or other change in a payment under the
Plan that would result in penalties under section 409A of the Code. Upon the termination of the Plan, all account balances hereunder
shall continue to be paid to Participants or their beneficiaries pursuant to the terms of the Plan and each Participant’s distribution
election in effect; provided, however, that if the Plan is terminated in connection with a Change in Control Event, within the meaning
of regulations or other guidance promulgated under section 409A of the Code, the Chief Human Resources Officer of the Company or
such other senior officer to whom the Company has delegated amendment authority may elect, in his or her sole discretion, to pay out
all accounts to Participants and beneficiaries within 12 months after the occurrence of such Change in Control Event.
ARTICLE X
Miscellaneous
10.1 FICA Taxes. For each calendar year in which a Participant’s Compensation is reduced pursuant to this Plan, his or her
Employer shall withhold from the Participant’s compensation which is not deferred pursuant to an election made hereunder the taxes
imposed under section 3121 of the Code in respect of amounts credited to the Participant’s accounts hereunder for such year.
10.2 Nonassignment of Benefits. Notwithstanding anything contained in any 401(k) Plan to the contrary, it shall be a condition of
the payment of benefits under this Plan that neither such benefits nor any portion thereof shall be assigned, alienated or transferred to
any person voluntarily or by operation of any law, including any assignment, division or awarding of property under state domestic
relations law (including community property law). Any such attempted or purported assignment, alienation or transfer shall be void.
10.3 No Guarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between any
Employer and any employee or as conferring a right on any employee to be continued in the employment of any Employer, or as a
limitation of the right of an Employer to discharge any of its employees, with or without cause.
10.4 Adoption/Withdrawal by Subsidiaries. Any Subsidiary may, with the consent of the Company, adopt the Plan for the benefit
of its employees who are Eligible Employees by delivery to the Company of a resolution of its board of directors or duly authorized
committee to such effect, which resolution shall specify the date for which this Plan shall be effective with respect to the employees of
such Subsidiary who are Eligible Employees. A Subsidiary may terminate its participation in the Plan at any time by giving written
notice to the Company and the Plan Administrator. Upon such a withdrawal, the Plan Administrator shall transfer the benefits of such
Participants under this Plan with respect to such Subsidiary directly to such Subsidiary at which time the remaining Employers shall
have no further responsibility in respect of such amounts.
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