As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 33-
-----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
PECO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0970240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
(Address of principal executive offices) (Zip Code)
PECO ENERGY COMPANY
UNFUNDED DEFERRED COMPENSATION PLAN FOR DIRECTORS
(Full title of the plan)
J. Barry Mitchell, Vice President - Finance and Treasurer
PECO Energy Company
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
(Name and address of agent for service)
(215) 841-4000
(Telephone number, including area code, of agent for service)
Copy of all communications to:
JAMES W. DURHAM, ESQ. BRIAN J. DOUGHERTY, ESQ.
Senior Vice President Morgan, Lewis & Bockius LLP
and General Counsel 2000 One Logan Square
P.O. Box 8699 Philadelphia, PA 19103
2301 Market Street (215) 963-4833
Philadelphia, PA 19101
(215) 841-4000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee
per share offering price (2)
<S> <C> <C> <C> <C>
Deferred Compensation $360,000 100% $360,000 $109
Obligations (1)
<FN>
(1) The Deferred Compensation Obligations are unsecured obligations of PECO
Energy Company to pay deferred compensation in the future in accordance with the
terms of the PECO Energy Company Unfunded Deferred Compensation Plan for
Directors .
(2) Estimated solely for the purpose of determining the registration fee.
</FN>
<PAGE>
PART I
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC pursuant to Section 13 of
the Exchange Act by PECO Energy (File No. 1-1401) are incorporated herein by
reference:
1. PECO Energy's Annual Report on Form 10-K for the year ended December
31, 1996; 2. PECO Energy's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and 3. PECO Energy's Current Reports on
Form 8-K dated January 23, 1997, January 24, 1997, January 30,
1997, February 21, 1997, February 27, 1997, March 25, 1997, April
1, 1997, April 14, 1997, April 25, 1997, May 8, 1997, May 12, 1997
and May 22, 1997.
Each document filed subsequent to the date of this registration
statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to the termination of the offering shall be deemed to be incorporated by
reference in this registration statement and shall be a part hereof from the
date of filing of such document. Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Under the PECO Energy Company Unfunded Deferred Compensation Plan for
Directors (the "Plan"), the Company will provide eligible directors the
opportunity to enter into agreements for the deferral of a portion of their
future directors' fees. The obligations of the Company under such agreements
(the "Obligations") will be unsecured general obligations of the Company to pay
the deferred compensation in the future in accordance with the terms of the
Plan, and will rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.
The amount of fees to be deferred by each participating director will
be determined in accordance with the Plan based on elections by the director.
Each Obligation will be payable upon termination of service as a director,
termination of the participant's full-time employment by the Company or the
participant's 65th birthday in accordance with the terms of the Plan. The
Obligations will be indexed to one or more Earnings Options individually chosen
by each participant from the list of mutual funds available under the PECO
Energy Company Employee Savings Plan. Each participant's Obligation will be
adjusted to reflect the investment experience of the selected Earnings Options,
including any appreciation or depreciation. The Company is under no obligation
to invest in such Earnings Options. The Obligations will be denominated and be
payable in United States dollars.
A director participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by the terms of the Plan in the event there is no designated
beneficiary or by court order in the case of marital dispute.
The Obligations are not subject to redemption, in whole or in part, at
the option of the Company prior to termination of service as a director,
termination of employment, attainment of age 65, or the individual payment dates
specified by the participating directors. The Plan provides certain default
distribution methods; however, participant may elect to receive a distribution
under the Plan in such manner as is acceptable to the Plan Administrator. In
addition, the Plan Administrator may, in its discretion, direct that a
participant be paid an amount (not to exceed his Obligation) sufficient to meet
a financial hardship as defined in the Plan. The Company reserves the right to
amend or terminate the Plan at any time, except that no such amendment or
termination shall (i) result in the distribution of amounts credited to a
participant's deferral account in any manner other than as provided in the Plan,
or (ii) reduce the availability of amounts previously deferred. The rules
relating to distribution may be generally altered or specifically waived by the
Plan Administrator in its sole discretion, but may not reduce the availability
of amounts previously deferred unless it is necessary to do so to preserve the
tax deferral on amounts deferred.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations and each director participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business
Corporation Law of 1988, as amended (the "PBCL") provide that a business
corporation may indemnify directors and officers against liabilities they may
incur as such provided that the particular person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. In general, the
power to indemnify under these sections does not exist in the case of actions
against a director or officer by or in the right of the corporation if the
person otherwise entitled to indemnification shall have been adjudged to be
liable to the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. The corporation is required to indemnify directors and officers
against expenses they may incur in defending actions against them in such
capacities if they are successful on the merits or otherwise in the defense of
such actions.
Section 1713 of the PBCL permits the shareholders to adopt a
bylaw provision relieving a director (but not an officer) of personal liability
for monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.
Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against any liability asserted against such person and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify the person against such
liability under the provisions described above.
PECO Energy's Bylaws provide that PECO Energy is obligated to indemnify
directors and officers and other persons designated by the Board of Directors
against any liability including any damage, judgment, amount paid in settlement,
fine, penalty, cost or expense (including, without limitation, attorneys' fees
and disbursements) incurred in connection with any proceeding. The Bylaws
provide that no indemnification shall be made where the act or failure to act
giving rise to the claim for indemnification is determined by arbitration or
otherwise to have constituted willful misconduct or recklessness or attributable
to receipt from PECO Energy of a personal benefit to which the recipient is not
legally entitled.
As permitted by PBCL Section 1713, PECO Energy's Bylaws provide that
directors generally will not be liable for monetary damages in any action
whether brought by shareholders directly or in the right of PECO Energy or by
third parties unless they fail in the good faith performance of their duties as
fiduciaries (the standard of care established by the PBCL), and such failure
constitutes self-dealing, willful misconduct or recklessness. The PBCL states
that this exculpation from liability does not apply to the responsibility or
liability of a Director pursuant to any criminal statute or the liability of a
Director for the payment of taxes pursuant to Federal, state or local law. It
may also not apply to liabilities imposed upon directors by the Federal
securities laws. PBCL Section 1715(d) creates a presumption, subject to
exceptions, that a Director acted in the best interests of the corporation. PBCL
Section 1712, in defining the standard of care a Director owes to the
corporation, provides that a Director stands in a fiduciary relation to the
corporation and must perform his duties as a Director or as a member of any
committee of the Board in good faith, in a manner he reasonably believes to be
in the best interests of the corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence would
use under similar circumstances.
PECO Energy has purchased directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit
Number Exhibit
- --------- ----------
5 Opinion of Morgan, Lewis & Bockius, LLP re: legality
23.1 Consent of Morgan, Lewis & Bockius, LLP (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
99 PECO Energy Company Unfunded Deferred Compensation Plan for
Directors
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that subparagraphs (a)(1)(i)and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered that remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15
(d) of the Securities Exchange Act of 1934 (and each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania, on the 23rd day of May 1997.
PECO ENERGY COMPANY
By: /s/ J. F. Paquette, Jr.
-----------------------------
J. F. Paquette, Jr.
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C. A. McNeill, Jr. and J. F. Paquette, Jr., or
either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to each
Registration Statement amended hereby, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Capacity Date
Chairman of the Board
and Director May 23, 1997
/s/ J. F. Paquette, Jr.
- ----------------------
J. F. Paquette, Jr.
/s/ C. A. McNeill, Jr. President, Chief Executive
- ---------------------- Officer and May 23, 1997
C.A. McNeill, Jr. Director (Principal Executive
Officer)
/s/ K. G. Lawrence Senior Vice President -
- ---------------------- Finance and Chief Financial May 23, 1997
Officer (Principal Financial
and Accounting Officer)
This registration statement has also been signed by C. A. McNeill, Jr.,
Attorney-in-Fact, on behalf of the following Directors on the date indicated:
Susan W. Catherwood James A. Hagen
M. Walter D'Alessio Kinnaird R. McKee
G. Fred DiBona Joseph J. McLaughlin
R. Keith Elliott John M. Palms
Richard G. Gilmore Ronald Rubin
Richard H. Glanton Robert Subin
By: /s/ C. A. McNeill, Jr. May 23, 1997
- ---------------------------
C. A. McNeill, Jr.
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
5 Opinion of Morgan, Lewis & Bockius LLP
re: legality
23.1 Consent of Morgan, Lewis & Bockius, LLP
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
99 PECO Energy Company Unfunded Deferred
Compensation Plan for Directors
</TABLE>
Exhibit 5
May 23, 1997
PECO Energy Company
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
Ladies/Gentlemen:
We have acted as counsel for PECO Energy Company, a Pennsylvania corporation
(the"Company") in connection with the proposed filing with the Securities
and Exchange Commission expected to be made on or about May 23, 1997 under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering $360,000 of Deferred
Compensation Obligations which represent unsecured obligations of the Company to
pay deferred compensation in accordance with the terms of the PECO Energy
Company Unfunded Deferred Compensation Plan for Directors (the "Plan"). We have
examined such records and have made such examination of law as we deem
appropriate in connection with rendering such opinion.
Based upon the foregoing, we advise you that, in our opinion, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or general equity principles.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent we do not admit that we are in the category of
persons whose consent is required under Section 7 for the Securities Act of 1933
or the rules and regulations for the Securities and Exchange Commission
thereunder.
Very truly yours,
Morgan, Lewis & Bockius, LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of our
report dated February 3, 1997, on our audits of the consolidated financial
statements and financial statement schedule of PECO Energy Company and
Subsidiary Companies.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
May 23, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Corbin A. McNeill,
Jr., of Kennett Square, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A.
MCNEILL, JR., or either of them, attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of PECO ENERGY
COMPANY to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, in connection with the registration of
securities with respect to the PECO Energy Company Unfunded Deferred
Compensation Plan for Directors, and generally to do and perform all things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present.
Dated: May 23, 1997
/s/ Corbin A. McNeill, Jr. (L.S.)
---------------------------------
Corbin A. McNeill, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Joseph F. Paquette,
Jr. of Gladwyne, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL,
JR., or either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Unfunded Deferred Compensation Plan for
Directors, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Joseph F. Paquette, Jr. (L.S.)
----------------------------------
Joseph F. Paquette, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Susan W. Catherwood
of Bryn Mawr, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR.,
or either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Unfunded Deferred Compensation Plan for Directors,
and generally to do and perform all things necessary to be done in the premises
as fully and effectually in all respects as I could do if personally present.
Dated: May 23, 1997
/s/ Susan W. Catherwood (L.S.)
--------------------------------
Susan W. Catherwood
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, M. Walter D'Alessio
of Philadelphia, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL,
JR., or either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Unfunded Deferred Compensation Plan for
Directors, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ M. Walter D'Alessio (L.S.)
-------------------------------
M. Walter D'Alessio
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, G. Fred DiBona of
Bryn Mawr, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Unfunded Deferred Compensation Plan for Directors,
and generally to do and perform all things necessary to be done in the premises
as fully and effectually in all respects as I could do if personally present.
Dated: May 23, 1997
/s/ G. Fred DiBona (L.S.)
--------------------------
G. Fred DiBona
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, R. Keith Elliott of
Mendenhall, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR.,
or either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to
be filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Unfunded Deferred Compensation Plan for Directors,
and generally to do and perform all things necessary to be done in the premises
as fully and effectually in all respects as I could do if personally present.
Dated: May 23, 1997
/s/ R. Keith Elliott (L.S.)
---------------------------
R. Keith Elliott
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Richard G. Gilmore
of West Chester, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL,
JR., or either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Unfunded Deferred Compensation Plan for
Directors, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Richard G. Gilmore (L.S.)
-------------------------------
Richard G. Gilmore
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Richard H. Glanton
of Philadelphia, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL,
JR., or either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Unfunded Deferred Compensation Plan for
Directors, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Richard H. Glanton (L.S.)
-------------------------------
Richard H. Glanton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, James A. Hagen of
Villanova, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Unfunded Deferred Compensation Plan for Directors,
and generally to do and perform all things necessary to be done in the premises
as fully and effectually in all respects as I could do if personally present.
Dated: May 23, 1997
/s/ James A. Hagen (L.S.)
--------------------------
James A. Hagen
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Kinnaird R. McKee
of Oxford, MD, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Unfunded Deferred Compensation Plan for Directors,
and generally to do and perform all things necessary to be done in the premises
as fully and effectually in all respects as I could do if personally present.
Dated: May 23, 1997
/s/ Kinnaird R. McKee (L.S.)
------------------------------
Kinnaird R. McKee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Joseph J.
McLaughlin of Rosemont, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A.
MCNEILL, JR., or either of them, attorney for me and in my name and on my
behalf to sign the Registration Statement, and any amendments thereto, of PECO
ENERGY COMPANY to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, in connection with the registration of
securities with respect to the PECO Energy Company Unfunded Deferred
Compensation Plan for Directors, and generally to do and perform all things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present.
Dated: May 23, 1997
/s/ Joseph J. McLaughlin (L.S.)
--------------------------------
Joseph J. McLaughlin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, John M. Palms of
Columbia, SC, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Unfunded Deferred Compensation Plan for Directors,
and generally to do and perform all things necessary to be done in the premises
as fully and effectually in all respects as I could do if personally present.
Dated: May 23, 1997
/s/ John M. Palms (L.S.)
--------------------------
John M. Palms
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Ronald Rubin of
Narberth, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Unfunded Deferred Compensation Plan for Directors,
and generally to do and perform all things necessary to be done in the premises
as fully and effectually in all respects as I could do if personally present.
Dated: May 23, 1997
/s/ Ronald Rubin (L.S.)
------------------------
Ronald Rubin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Robert Subin of
Blue Bell, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Unfunded Deferred Compensation Plan for
Directors, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Robert Subin (L.S.)
------------------------
Robert Subin
Exhibit 99
PECO Energy Company
Unfunded Deferred Compensation Plan for Directors
(Effective Date: April 1, 1983)
(As Amended November 25, 1996)
The purpose of this plan is to permit Directors of PECO Energy
Company ("PECO") to elect to defer receipt of directors' fees. To carry out this
purpose PECO therefore adopts the following plan of Deferred Compensation for
Directors (the "Deferred Compensation Plan for Directors" or the "Plan"):
1. Administration. The Deferred Compensation Plan for Directors shall
be administered by the Treasurer of PECO (the "Treasurer"), or such other
individual or individuals as designated by the Board of Directors of PECO (the
"Board"). The Treasurer shall interpret the Deferred Compensation Plan and
establish such rules and regulations of plan administration that he deems
appropriate. The cost of plan administration shall be paid by PECO, and shall
not be charged against the deferred accounts of Plan participants.
2. Eligibility. All Directors of PECO (other than full-time
employees of PECO) shall be eligible to participate in the Deferred Compensation
Plan for Directors.
3. Deferrals. (a) Effective April 1, 1983 (the "Effective Date"),
each eligible Director may elect in writing to receive a portion of his or her
future directors' fees as deferred compensation, by filing a written Director's
Deferral Agreement form with the Treasurer. In all events, each such election
shall be made prior to the period with respect to which the fees are earned or
otherwise payable. Deferred amounts shall be credited to a deferral account in
the participant's name ("Deferral Account") for later distribution. Each
participant's Deferral Account shall be a bookkeeping entry only, and PECO shall
not be required to fund the Deferral Account. Any assets that may be held by
PECO to fund a Deferral Account shall at all times remain unrestricted assets of
PECO in its corporate capacity and not as fiduciary, and shall be subject to the
claims of PECO's general creditors. Pending distribution, after the Effective
Date each participant's Deferral Account shall be credited with earnings or
interest as provided in Paragraph 3(b).
(b) (1) For purposes of measuring the earnings or losses
credited to his Deferral Account, the participant may select, from among the
investment vehicles available from time to time under the PECO Energy Company
Employee Savings Plan (the "Savings Plan"), the investment media in which all or
part of his Deferral Account shall be deemed to be invested.
(2) The participant shall make an investment designation
in the form and manner prescribed by the Committee or its designee, which shall
remain effective until another valid designation has been made by the
participant as herein provided. The participant may amend his investment
designation at such times and in such manner as prescribed by the Committee or
its designee. A timely change to the participant's investment designation
shall become effective as soon as administratively practicable.
(3) The investment media deemed to be made available to
the participant, and any limitation on the maximum or minimum percentages of
the participant's Deferral Account that may be deemed to be invested in any
particular medium, shall be the same as available or in effect from time-to-time
under the Savings Plan.
<PAGE>
(4) Except as provided below, the participant's
Deferral Account shall be deemed to be invested in accordance with his
investment designations, and the Deferral Account shall be credited with
earnings (or losses) as if invested as directed by the participant. If --
(i) the participant does not furnish complete investment instructions, or
(ii) the investment instructions from the participant are unclear,
then the Deferral Account shall be credited with interest compounded and
adjusted monthly, at a rate equal to the prime commercial lending rate of The
Chase Manhattan Bank, N.A. in effect at the opening of business on the 15th day
of each month (or if such day is a non-business day, on the first business day
thereafter) plus 1/2 of 1%. The Deferral Accounts maintained pursuant to this
Plan are for bookkeeping purposes only and PECO is under no obligation to invest
such amounts.
PECO shall provide a statement to the participant not less frequently
than annually showing such information as is appropriate, including the
aggregate amount in his Deferral Account, as of a reasonably current date.
4. Distributions. The amount standing to a participant's Deferral
Account shall be distributed to the participant as the participant shall direct
in his or her Benefit Distribution Election Form beginning with the first day of
the month following the participant's termination of service as Director of
PECO, the termination of the participant's full-time employment, or the
participant's 65th birthday. Distributions shall be paid monthly over not more
than 15 consecutive twelve-month periods.
Each payment shall be determined by multiplying the balance
remaining to the credit of the Deferral Account at the beginning of such
twelve-month period (including earnings or interest credited under Paragraph 3)
by a fraction, the numerator of which is "1" and the denominator of which is the
number of twelve month periods (including the current period) for which payments
are yet to be made. If application of the foregoing would result in a payment
for any twelve-month period of less than $10,000, the amount payable for such
period shall be at the rate of $10,000 per twelve-month period, until the
Deferral Account is exhausted. Any unpaid balance in the Deferral Account shall
be credited with earnings or interest as provided in Paragraph 3.
In any calendar year before payments are scheduled to begin and at
least ninety (90) days prior to the date such payments are scheduled to begin, a
participant may elect to receive the amounts payable hereunder in such other
manner as is acceptable to the Treasurer, provided that no such election shall
accelerate the commencement of benefits.
Notwithstanding the foregoing, a participant whose service as a
Director of PECO was terminated for retirement and who is receiving installment
payments of his or her Deferral Account ("a retired participant"), or the
beneficiary of a deceased retired participant, may elect to receive 90% of the
balance of his or her Deferral Account in a lump sum. The remaining 10% of the
balance of his or her Deferral Account shall be forfeited.
5. Death Benefits. Each participant shall designate a beneficiary
or beneficiaries to receive any payments hereunder after the participant's
death. The beneficiaries, and any priority or allocation between them, shall be
designated in the manner specified by the Treasurer. If a participant dies
before the entire balance in his or her Deferral Account has been paid out, the
remaining balance shall be paid at the discretion of the Treasurer either in
installments as they would have been due to be paid to the participant or in a
lump sum to the beneficiary. If the participant is not survived by a designated
<PAGE>
beneficiary, the participant's beneficiary shall be the participant's spouse, if
living, or otherwise, the participant's estate. If a beneficiary survives the
participant but dies before the entire balance payable to him or her has been
distributed, any remaining balance shall be paid to the beneficiary's estate. In
the absence of contrary proof, the participant shall be deemed to have survived
any designated beneficiary. A participant may change his beneficiary designation
under this Paragraph at any time until his death by filing a written beneficiary
designation with the Treasurer, in the manner specified by the Treasurer.
6. Financial Hardship. The Treasurer may, in his discretion, direct
that a participant be paid an amount in cash (not in excess of the balance of
his or her Deferral Account) sufficient to meet a financial hardship. Financial
hardship shall mean (a) medical care for the participant, a member of his or her
family, or any other person for whom the participant wishes or is legally
required to provide such care; (b) education costs for a participant, spouse or
child; (c) acquiring, constructing or renovating the participant's principal
residence; or (d) other similar substantial and non-recurring expenses for the
welfare of the participant and his dependents, as the Treasurer shall determine
in his sole discretion. To preserve the tax benefits of the deferral program,
the Treasurer may require evidence of financial hardship.
7. No Assignment or Alienation of Benefits. Except as hereinafter
provided with respect to marital disputes, a participant's Deferral Account may
not be voluntarily or involuntarily assigned or alienated. In cases of marital
dispute, PECO will observe the terms of the Plan unless and until ordered to do
otherwise by a state or Federal court. As a condition of participation, a
participant agrees to hold PECO harmless from any claim that arises out of
PECO's obeying the final order of any state or Federal court, whether such order
effects a judgment of such court or is issued to enforce a judgment or order of
another court.
8. Amendment or Discontinuance. The Deferred Compensation Plan for
Directors may be altered, amended, suspended, or terminated at any time by the
Board, provided that no such action shall result in the distribution of amounts
credited to the Deferral Accounts of all participants in any manner than is
otherwise provided in this Plan, nor shall such action reduce the availability
of amounts previously deferred. The rules relating to distribution may be
generally altered or specifically waived by the Treasurer in his sole
discretion, but no such action shall reduce the availability of amounts
previously deferred unless it is necessary to do so to preserve the tax deferral
on amounts deferred.
9. Governing Law. The Deferred Compensation Plan for Directors
shall be governed by the law of the Commonwealth of Pennsylvania.
