EXHIBIT 10-29
FIRST AMENDMENT TO
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
WHEREAS, Exelon corporation, a Pennsylvania corporation (the
"Company"), has adopted and maintains a profit sharing plan with a qualified
cash or deferred arrangement for the benefit of employees of the Company and
certain of its subsidiaries titled "Exelon Corporation Employee Savings Plan"
(the "Plan") which has been amended and restated effective as of March 30, 2001;
and
WHEREAS, the Company desires to amend the Plan in certain respects.
NOW, THEREFORE, RESOLVED, that pursuant to the power of amendment
contained in Section 16.1 of the Plan, the Plan is hereby amended as follows:
1. Effective as of the date hereof, the Plan shall be amended as follows:
a. Section 3.2(b) of the Plan is amended by deleting the first sentence
thereof in its entirety and inserting in lieu thereof the following:
With respect to quarterly incentive awards earned prior to January
1, 2002, each Eligible Employee may request, in the manner
prescribed by the Committee, to reduce his or her compensation by an
amount equal to 100 percent of any such quarterly incentive awards
that would otherwise be paid to such Participant; provided, however,
that for the Plan Year which includes the Effective Date, such
reduction shall be available solely with respect to quarterly
incentive awards payable on or after the later of (i) the Effective
Date and (ii) the first date thereafter which the Committee
determines is administratively practicable with respect to Employees
of such Participant's Employer.
b. Section 4.1(c) of the Plan is amended by deleting the first sentence
thereof in its entirety and inserting in lieu thereof the following:
With respect to quarterly incentive awards earned prior to January
1, 2002, and subject to the limitations set forth in subdivision
(11) of Article 2 (relating to the $170,000 limitation on
compensation) and Sections 4.2 (relating to the $10,500 limit on
Before-Tax Contributions), 4.4 (relating to limitations on
contributions for highly compensated Eligible Employees), 4.5
(relating to the limitation on Employer Contributions) and 7.4
(relating to limitations on allocations imposed by section 415 of
the Code), each Employer shall contribute on behalf of each
Participant who has filed a request in accordance with Section
3.2(b) an amount equal to 100 percent of the amount of any such
quarterly incentive awards payable to such Participant on or after
the effective date of such request.
2. Effective January 1, 2002, the Plan shall be amended as follows:
a. Section 4.1(a) of the Plan is amended by deleting the number "12"
contained in clause (2) of the second paragraph thereof and inserting in lieu
thereof the word "six".
b. Section 5.2(a) of the Plan is amended in its entirety to read as
follows:
(a) The Trustee shall be authorized to receive, hold and distribute
in accordance with the Plan, a direct rollover contribution
consisting of cash, transferred to the Plan by (i) a
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qualified plan described in section 401(a) or 403(a) of the Code,
including after-tax employee contributions to such plan, (ii) an
annuity contract described in section 403(b) of the Code, excluding
after-tax employee contributions or (iii) an eligible plan under
section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state
or political subdivision of a state. The Trustee shall also be
authorized to receive, hold and distribute in accordance with the
Plan, a Participant contribution of an eligible rollover
distribution from (A) a qualified plan described in section 401(a)
or 403(a) of the Code, (B) an annuity contract described in section
403(b) of the Code, (C) an eligible plan under section 457(b) of the
Code which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political
subdivision of a state or (D) an individual retirement account or
annuity described in section 408(a) or 408(b) of the Code that is
eligible to be rolled over and would otherwise be includible in
gross income. The amounts transferred must be eligible rollover
distributions, as defined in section 402(c) of the Code. An eligible
rollover distribution to a "Separation Eligible Participant" from
the PECO Energy Company Service Annuity System may also be
contributed to this Plan in accordance herewith no later than
December 31, 2002.
c. Section 5.2(b) of the Plan is amended by deleting the first sentence
thereof in its entirety and inserting in lieu thereof the following:
Except as otherwise provided in paragraph (a) of this Section, if an
individual desires to make a rollover contribution pursuant to such
paragraph (a), such contribution either (i) shall be delivered by
the individual to the Committee and by the Committee to the Trustee
on or before the 60th day after the day on which the Employee
receives the distribution or on or before such later date as may be
prescribed by law, or (ii) shall be transferred on behalf of the
individual directly from the trust from which the eligible rollover
distribution is made.
d. Section 8.1(a) of the Plan is amended by deleting the number "12" from
the last sentence thereof and inserting in lieu thereof the word "six".
e. Section 8.3(e) of the Plan is amended in its entirety to read as
follows:
(e) Direct Rollover Option. In the case of a distribution from the
Plan (excluding any amount offset against the Participant's account
balance to repay the outstanding balance of any unpaid
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loan) which is an "eligible rollover distribution" within the
meaning of section 402(c)(4) of the Code, a Participant (or
surviving spouse of a Participant) may elect that all or any portion
of such distribution shall be directly transferred as a rollover
contribution from this Plan to (i) an individual retirement account
described in section 408(a) of the Code, (ii) an individual
retirement annuity described in section 408(b) of the Code, (iii) an
annuity plan described in section 403(a) of the Code or (iv) another
plan qualified under section 401(a) of the Code (the terms of which
permit the acceptance of rollover contributions); provided, however,
that the portion of any such distribution consisting of after-tax
contributions may only be so transferred as part of a distribution
made on or after January 1, 2002 and may only be transferred to such
an account or annuity described in section 408 of the Code, or to
such a retirement or annuity plan described in Section 401(a) or
403(a) of the Code that is a defined contribution plan that agrees
to separately account for amounts so transferred, including
separately accounting for the portion of such amount which is
includible of gross income and the portion of such distribution
which is not so includible.
f. Section 11.2 of the Plan is amended in its entirety to read as
follows:
Section 11.2. Claims Procedure. Any Participant or distributee who
believes he or she is entitled to benefits in an amount greater than
those which he or she is receiving or has received may file a claim
with the Committee. Such a claim shall be in writing and state the
nature of the claim, the facts supporting the claim, the amount
claimed, and the address of the claimant. The Committee shall review
the claim and, unless special circumstances require an extension of
time, within 90 days after receipt of the claim, give notice to the
claimant, either in writing by registered or certified mail or in an
electronic notification, of the Secretary's decision with respect to
the claim. Any electronic notice delivered to the claimant shall
comply with the standards imposed by applicable Regulations. If the
Committee determines that special circumstances require an extension
of time for processing the claim, the claimant shall be so advised
in writing within the initial 90-day period and in no event shall
such an extension exceed 90 days. The extension notice shall
indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render the benefit
determination. The notice of the decision of the Committee with
respect to the claim shall be written in a manner calculated to be
understood by the claimant and, if the claim is wholly or partially
denied, the Committee shall notify the claimant of the adverse
benefit determination and shall set forth the specific reasons for
the adverse determination, the
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references to the specific Plan provisions on which the
determination is based, a description of any additional material or
information necessary for the claimant to perfect the claim, an
explanation of why such material or information is necessary, and a
description of the claim review procedure under the Plan and the
time limits applicable to such procedures, including a statement of
the claimant's right to bring a civil action under Section 502 of
ERISA following an adverse benefit determination on review. The
Committee shall also advise the claimant that the claimant or the
claimant's duly authorized representative may request a review by
the Chairman of the Committee of the adverse benefit determination
by filing with the Chairman of the Committee, within 60 days after
receipt of a notification of an adverse benefit determination, a
written request for such review. The claimant shall be informed
that, within the same 60-day period, he or she (a) may be provided,
upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to the
claimant's claim for benefits and (b) may submit to the Chairman
written comments, documents, records and other information relating
to the claim for benefits. If a request is so filed, review of the
adverse benefit determination shall be made by the Chairman within,
unless special circumstances require an extension of time, 60 days
after receipt of such request, and the claimant shall be given
written notice of the Chairman's final decision. If the Chairman
determines that special circumstances require an extension of time
for processing the claim, the claimant shall be so advised in
writing within the initial 60-day period and in no event shall such
an extension exceed 60 days. The extension notice shall indicate the
special circumstances requiring an extension of time and the date by
which the Chairman expects to render the determination on review.
The review of the Chairman shall take into account all comments,
documents, records and other information submitted by the claimant
relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination.
The notice of the final decision shall include specific reasons for
the determination and references to the specific Plan provisions on
which the determination is based and shall be written in a manner
calculated to be understood by the claimant.
4. Effective as of the date on which the first cash dividend is declared
by the Company on or after January 1, 2002, the Plan shall be amended as
follows:
a. Section 3.2(a) of the Plan is amended by deleting in its entirety the
fourth sentence thereof.
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b. Section 3.2(b) of the Plan is amended by deleting the words "and the
rules governing dividend distributions specified in paragraph (a) of this
Section" contained in the last sentence thereof.
c. Section 8.1(f) of the Plan is amended in its entirety to read as
follows:
(f) Dividend Distributions in Respect of the Employer Stock Fund.
Dividends shall be allocated to the accounts of each Participant,
any portion of whose account balance is invested in the Employer
Stock Fund in accordance with Section 7.1(b), based upon the total
number of shares of Common Stock represented by the Participant's
proportionate share of the Employer Stock Fund as of such date as
may be determined from time to time by the Committee on or before
each dividend record date. Cash dividends shall be reinvested in
Common Stock (through the Employer Stock Fund) unless the
Participant (or his or her Beneficiary) elects, at the time and in
the manner prescribed by the Committee, to receive a cash
distribution in an amount equal to such dividend, payable not later
than 90 days after the end of the Plan Year in which such dividend
was paid.
5. Effective as of the first payroll period following the ratification of
the Collective Bargaining Agreement, dated April 18, 2001, entered into by and
between the Company and IBEW Local Union 15, (a) clause (i) of the first
paragraph of Section 4.1(a) shall be amended by deleting the number "10" and
inserting in lieu thereof the number "15" and (b) Section 4.3(a) of the Plan
shall be amended by deleting the number "70" contained in clause (i) thereof and
inserting in lieu thereof the number "82 1/3".
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IN WITNESS WHEREOF, the Company has caused its corporate seal to be hereunto
affixed by its officers thereunto duly authorized this ___ day of December,
2001.
EXELON CORPORATION
By:_____________________________
S. Gary Snodgrass
Senior Vice President
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