As filed with the Securities and Exchange Commission
on September 27, 1994
Registration No. 33-52109
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 2
ON
FORM S-8
TO
REGISTRATION STATEMENT ON FORM S-4
Under
The Securities Act of 1933
---------------------
UNICOM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-3961038
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois 60690-3005
(Address of Principal Executive Offices) (Zip code)
Unicom Corporation
Employee Stock Purchase Plan
(Full Title of Plan)
---------------------------
John C. Bukovski
Vice President
Unicom Corporation
37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois 60690-3005
(312) 394-4321
(Name and Address of Agent for Service)
Copy to:
Richard W. Astle
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
===========================================================================
On September 1, 1994, the Registrant acquired all of the then outstanding
shares of common stock of Commonwealth Edison Company ("ComEd"), as
described in the Registration Statement on Form S-4 (Registration No. 33-
52109) (the "Registration Statement"). This Post-Effective Amendment No. 2
on Form S-8 (the "Post-Effective Amendment on Form S-8") to the
Registration Statement is being filed to fulfill the Registrant's
obligations under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to 1,267,658 shares of its common stock, without par
value ("Common Stock"), which may be issued under the Employe Stock
Purchase Plan of ComEd assumed by Registrant (assumed as the Unicom
Corporation Employee Stock Purchase Plan, and as so assumed, the "Plan").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the
Securities and Exchange Commission are incorporated herein by
reference:
(a) Annual Report on Form 10-K of ComEd for the year
ended December 31, 1993 (as amended by the Form 10-K/A-1 filed on
August 31, 1994).
(b) Quarterly Reports on Form 10-Q of ComEd for the
quarterly periods ended March 31, 1994 and June 30, 1994 (as
amended by the Form 10-Q/A-1 filed on August 19, 1994).
(c) Current Report on Form 8-K/A-1 of ComEd dated
January 28, 1994 and Current Report on Form 8-K of ComEd filed on
June 24, 1994.
(d) The description of the Registrant's common stock,
without par value (the "Common Stock"), which is contained in the
registration statement on Form 8-B filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including
any subsequent amendment or any report filed for the purpose of
updating such description.
All documents filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference into this Post-Effective Amendment on
Form S-8 and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents").
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain provisions of the Illinois Business Corporation
Act of 1983, as amended, provide that the Registrant may, and in
some circumstances must, indemnify the directors and officers of
the Registrant and of each subsidiary company against liabilities
and expenses incurred by such person by reason of the fact that
such person was serving in such capacity, subject to certain
limitations and conditions set forth in the statute. The
Registrant's Articles of Incorporation and By-Laws provide that
the Registrant will indemnify its directors and officers, and may
indemnify any person serving as director or officer of another
business entity at the Registrant's request, to the extent
permitted by the statute.
The Registrant maintains liability insurance policies
which indemnify the Registrant's directors and officers, the
directors and officers or subsidiaries of the Registrant, and the
trustees of the Service Annuity Funds, against loss arising from
claims by reason of their legal liability for acts as such
directors, officers or trustees, subject to limitations and
conditions as set forth in the policies. Among other
limitations, the primary policy states that no coverage is
provided for loss representing "amounts which are deemed
uninsurable under the law pursuant to which this policy shall be
construed".
The Registrant indemnifies assistant officers and other
employees against liabilities and expenses incurred by reason of
acts performed in connection with the operations of the various
employee benefit systems of the Registrant and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits accompanying this Post-Effective Amendment
on Form S-8 are listed on the accompanying Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) 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-2
<PAGE>
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for 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 which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, 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 the registration statement 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.
(c) 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
II-3
<PAGE>
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.
II-4
<PAGE>
SIGNATURES
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 Post-Effective Amendment on Form S-8
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this
27th day of September, 1994.
UNICOM CORPORATION
By: /s/ James J. O'Connor
-----------------------------
James J. O'Connor, Chairman
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment on Form S-8 has been signed
by the following persons in the capacities indicated on this 27th
day of September, 1994.
Signature Title
--------- -----
/s/ James J. O'Connor Chairman and Director
-------------------------- (principal executive officer)
James J. O'Connor
/s/ John C. Bukovski Vice President
-------------------------- (principal financial officer)
John C. Bukovski
/s/ Roger F. Kovack Comptroller
-------------------------- (principal accounting officer)
Roger F. Kovack
* Director
--------------------------
Jean Allard
* Director
--------------------------
James W. Compton
II-5
<PAGE>
Signature Title
--------- -----
* Director
--------------------------
Sue L. Gin
* Director
--------------------------
Donald P. Jacobs
* Director
--------------------------
George E. Johnson
* Director
--------------------------
Harvey Kapnick
* Director
--------------------------
Byron Lee, Jr.
* Director
--------------------------
Edward A. Mason
* Director
--------------------------
Frank A. Olson
/s/ Samuel K. Skinner President and Director
--------------------------
Samuel K. Skinner
*By /s/ David A. Scholz
----------------------------
David A. Scholz, Attorney-in-fact
II-6
<PAGE>
INDEX TO EXHIBITS TO POST-EFFECTIVE AMENDMENT ON FORM S-8
---------------------------------------------------------
Exhibit
Number Description of Document
------- -----------------------
@(4)-1 Articles of Incorporation of the
Company effective January 28, 1994.
@(4)-2 By-Laws of the Company effective
January 28, 1994.
@(5) Opinion of Sidley & Austin.
(23)-1 Consent of Sidley & Austin
(included in Exhibit 5 above).
*(23)-2 Consent of Arthur Andersen LLP.
*(24) Powers of Attorney.
--------------------
*Filed herewith.
@Filed with the Registrant's Registration Statement on Form S-4
(Registration No. 33-52109) to which this Post-Effective
Amendment on Form S-8 is being made.
Exhibit (23)-2
Unicom Corporation
Form S-8
File No. 33-52109
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 2
on Form S-8 to Registration Statement on Form S-4 of our reports
dated March 18, 1994 included or incorporated by reference in
Commonwealth Edison Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (as amended by the Form 10-K/A-1
filed on August 31, 1994); our reports dated May 11, 1994 and
August 9, 1994, included in Commonwealth Edison Company's
Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1994 and June 30, 1994 (as amended by the Form 10-Q/A-1
filed on August 19, 1994), respectively; and our report dated
March 18, 1994 included in Commonwealth Edison Company's Current
Report on Form 8-K/A-1 dated January 28, 1994. We also hereby
consent to all references to our Firm included in this Post-
Effective Amendment No. 2 on Form S-8.
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 26, 1994
Exhibit (24)
Unicom Corporation
Form S-8
File No. 33-52109
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
her true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, or any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ Jean Allard
------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that JEAN ALLARD,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that she signed and delivered said instrument as her
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, and any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ James W. Compton
------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that JAMES W. COMPTON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
her true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, or any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ Sue Ling Gin
----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that SUE L. GIN, personally
known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person, and
acknowledged that she signed and delivered said instrument as her
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, and any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ Donald P. Jacobs
------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that DONALD P. JACOBS,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, and any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ George E. Johnson
-----------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that GEORGE E. JOHNSON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
-----------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, and any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ Harvey Kapnick
------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that HARVEY KAPNICK,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, and any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ Byron Lee Jr.
------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that BYRON LEE, JR.,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, and any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ Edward A. Mason
------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that EDWARD A. MASON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the offer and sale of
Unicom Corporation common stock under the Commonwealth Edison Company
Employe Stock Purchase Plan, and any successor plan thereto, and any
and all amendments or supplements to such Post-Effective Amendment;
hereby granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any
of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of September, 1994.
/s/ F A Olson
------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that FRANK A. OLSON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 8th day of
September, 1994.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
