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. 1
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)
Commonwealth Edison Company
Employe Savings and Investment 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. 1
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 484,403 shares of its common stock, without par
value ("Common Stock"), which may be issued under the Employe Savings and
Investment Plan (the "Plan") of ComEd. In addition, pursuant to Rule
461(c) under the Securities Act, this Post-Effective Amendment No. 1 on
Form S-8 also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
<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 dated
June 24, 1994.
(d) The description of the Registrants'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.
(e) The Annual Report on Form 11-K of the ComEd
Employe Savings and Investment Plan for the year ended December
31, 1993.
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.
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<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;
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<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
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<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.
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<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
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
* Director
---------------------------
Sue L. Gin
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<PAGE>
Signature Title
--------- -----
* 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
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<PAGE>
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Members of the Committee that
administers the Commonwealth Edison Company Employe Savings and
Investment Plan have 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.
COMMONWEALTH EDISON COMPANY
EMPLOYE SAVINGS AND INVESTMENT PLAN
By: /s/ James J. O'Connor
---------------------------
James J. O'Connor
Member
/s/ John C. Bukovski
---------------------------
John C. Bukovski
Member
/s/ J. Stanley Graves
---------------------------
J. Stanley Graves
Member
/s/ Roger F. Kovack
---------------------------
Roger F. Kovack
Member
/s/ Dennis F. O'Brien
---------------------------
Dennis F. O'Brien
Member
/s/ Samuel K. Skinner
---------------------------
Samuel K. Skinner
Member
/s/ Pamela B. Strobel
---------------------------
Pamela B. Strobel
Member
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<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.
*(4)-3 Commonwealth Edison Company Employe
Savings and Investment Plan, as
amended and restated effective July
1, 1992 and further amended by
Amendment No. 1 effective June 1,
1993, Amendment No. 2 effective
June 1, 1994 and Amendment No. 3
effective September 1, 1994.
*(4)-4 Trust Agreement between ComEd and
The First National Bank of Chicago,
as amended by Amendment No. 1 dated
October 1, 1985, Amendment No. 2
dated July 1, 1989, Amendment
No. 3 dated June 6, 1991 and Amendment
No. 4 effective September 1, 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 (4)-3
Unicom Corporation
Form S-8
File No. 33-52109
COMMONWEALTH EDISON
EMPLOYE SAVINGS AND INVESTMENT PLAN
---------------------------------------
(As Amended and Restated Effective July 1, 1992)
--------------------
Retyped to reflect Amendments 1 through 3.
<PAGE>
TABLE OF CONTENTS
ARTICLE I General . . . . . . . . . . . . . . . . . . . 1
ARTICLE II Definitions and Construction . . . . . . . . . 1
2.1 Definitions . . . . . . . . . . . . . . . . 1
2.2 Construction . . . . . . . . . . . . . . . 5
ARTICLE III Eligibility and Participation . . . . . . . . . 5
3.1 Eligibility . . . . . . . . . . . . . . . . 5
3.2 Participation . . . . . . . . . . . . . . . 5
3.3 Re-Employment . . . . . . . . . . . . . . . 6
3.4 Leased Employes . . . . . . . . . . . . . . 6
ARTICLE IV Contributions . . . . . . . . . . . . . . . . 6
4.1 Basic Savings Account . . . . . . . . . . . 6
4.2 Compensation Conversion Account . . . . . . 7
4.3 Employer Contribution Account. . . . . . . .8
4.4 Maximum Additions . . . . . . . . . . . . . 8
4.5 Adjustments to Accounts . . . . . . . . . 11
4.6 Time and Form of Contributions . . . . . 16
4.7 Transfers of Property from Other Trusts . 16
4.8 Rollover Contributions . . . . . . . . . 16
4.9 Special Accounting and Investment Rules
for Qualified Total Distributions or
Direct Trust Transfers . . . . . . . . . 17
4.10 Special Investment Rules for Qualified
Total Distributions and Direct Trust
Transfers upon Termination of the
Commonwealth Edison Company Employe
Stock Ownership Plan . . . . . . . . . . 17
ARTICLE V Investment Funds . . . . . . . . . . . . . . . 18
5.1 Description of Investment Funds . . . . . 18
5.2 Participant's Election of Investment
Fund . . . . . . . . . . . . . . . . . . 18
ARTICLE VI Allocations to Participants' Accounts . . . . 19
6.1 Individual Accounts . . . . . . . . . . . 19
6.2 Valuations and Adjustments . . . . . . . 19
6.3 Expenses . . . . . . . . . . . . . . . . 21
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ARTICLE VII Benefits . . . . . . . . . . . . . . . . . . . 21
7.1 Amount of Benefits . . . . . . . . . . . 21
7.2 Eligibility for Benefits on Termination
of Employment . . . . . . . . . . . . . . 21
7.3 Account Withdrawals . . . . . . . . . . . 22
7.4 Vesting and Forfeiture of Accounts . . . 25
7.5 Payment of Benefits . . . . . . . . . . . 28
7.6 Designation of Beneficiary . . . . . . . 31
7.7 Loans . . . . . . . . . . . . . . . . . . 33
ARTICLE VIII Trust Fund . . . . . . . . . . . . . . . . . . 35
8.1 Trust Fund . . . . . . . . . . . . . . . 35
ARTICLE IX Administration . . . . . . . . . . . . . . . . 35
9.1 Allocation of Responsibility among
Fiduciaries for Plan and Trust
Administration . . . . . . . . . . . . . 35
9.2 Appointment of the Committee . . . . . . 36
9.3 Claims Procedure . . . . . . . . . . . . 36
9.4 Records and Reports . . . . . . . . . . . 36
9.5 Other Committee Powers and Duties . . . . 37
9.6 Rules and Decisions . . . . . . . . . . . 37
9.7 Committee Procedures . . . . . . . . . . 38
9.8 Authorization of Benefit Payments . . . . 38
9.9 Application and Forms for Benefits . . . 38
9.10 Facility of Payment . . . . . . . . . . . 38
9.11 Voting of Unicom Corporation Common
Stock Held by Trustee . . . . . . . . . . 38
ARTICLE X Miscellaneous . . . . . . . . . . . . . . . . 39
10.1 Non-guarantee of Employment . . . . . . . 39
10.2 Rights to Fund Assets . . . . . . . . . . 39
10.3 Non-alienation of Benefit . . . . . . . . 39
10.4 Discontinuance of Employer
Contributions . . . . . . . . . . . . . . 39
10.5 Notice of Address . . . . . . . . . . . . 40
10.6 Applicable Law . . . . . . . . . . . . . 40
ARTICLE XI Amendments and Action by Employer . . . . . . 40
11.1 Amendments . . . . . . . . . . . . . . . 40
11.2 Action by Employers . . . . . . . . . . . 40
ARTICLE XII Successor Employer and Merger or
Consolidation of Plans . . . . . . . . . . . . 40
12.1 Successor Employer . . . . . . . . . . . 40
12.2 Plan Assets . . . . . . . . . . . . . . . 41
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ARTICLE XIII Plan Termination . . . . . . . . . . . . . . . 41
13.1 Right to Terminate . . . . . . . . . . . 41
13.2 Partial Termination . . . . . . . . . . . 42
13.3 Liquidation of the Trust Fund . . . . . . 42
13.4 Manner of Distribution . . . . . . . . . 42
ARTICLE XIV Top-Heavy Provisions . . . . . . . . . . . . . 42
14.1 Top-Heavy Provisions . . . . . . . . . . 42
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<PAGE>
COMMONWEALTH EDISON
EMPLOYE SAVINGS AND INVESTMENT PLAN
(As Amended and Restated Effective July 1, 1992)
ARTICLE I
General
In order to provide for a systematic savings program
for eligible employes and in order to supplement such savings
with employer contributions, Commonwealth Edison Company
(hereinafter referred to as the "Company") established the
Commonwealth Edison Employe Savings and Investment Plan
(hereinafter referred to as the "Plan"), the terms and conditions
of which Plan, as amended and restated effective January 1, 1989,
are hereinafter set forth.
ARTICLE II
Definitions and Construction
2.1 Definitions: The following words and phrases,
when used herein, unless their context clearly indicates
otherwise, shall have the following respective meanings:
(a) "Account(s)": Any or all of the accounts
maintained for a Participant as described in (c), (j), (o)
and (dd) below.
(b) "Active Participant": A Participant who has in
effect an authorization for either or both of (i) the
deduction of Participant's deposits as provided in
Section 4.1(a) or (ii) a reduction in Compensation as
provided in Section 4.2.
(c) "Basic Savings Account": The account maintained
for a Participant to record his deposits to the Trust Fund
pursuant to Section 4.1 and adjustments relating thereto.
(d) "Beneficiary": The person or persons designated,
in accordance with the provisions of Section 7.6, to receive
the Participant's Account balance in the event of the
Participant's death.
(e) "Board": The Board of Directors of the Company.
(f) "Code": The Internal Revenue Code of 1986, as
amended from time to time.
<PAGE>
(g) "Committee": The committee appointed under the
provisions of Section 9.2.
(h) "Company": Commonwealth Edison Company, a
corporation organized and existing under the laws of the
State of Illinois, or its successor or successors.
(i) "Compensation": The normal base pay of an Employe
from an Employer for personal services rendered, including
any salary continuation or severance allowance under a
severance arrangement of an Employer, nuclear additives for
management employes and meter readers' bonuses, excluding,
however, bonuses (other than meter readers' bonuses),
overtime pay, shift premiums, fringe benefits, other
extraordinary payments, and payments made in a form other
than cash; but without reduction by the amount of any
contributions made by the Employer on behalf of the Employe
to his Compensation Conversion Account pursuant to
Section 4.2 or under the Commonwealth Edison Benefits
Contribution Options or the Commonwealth Edison Child Care
Flexible Spending Account. For purposes of the preceding
sentence, the normal base pay of an Employe who works and is
compensated based on a shift schedule other than a basic
work week consisting of five regularly scheduled eight-hour
work days shall be computed by multiplying the number of
regularly scheduled basic work hours for which such Employe
is paid by his basic hourly rate, determined without regard
to any premium payments made at an overtime rate for such
work. A Participant's compensation (reportable on a Form W-
2) from the Employers and Subsidiaries for any Plan Year in
excess of $200,000 (as adjusted for increases in the cost of
living in accordance with Section 415(d) of the Code) shall
not be taken into account in determining the Participant's
Compensation or for any purpose under the Plan. Notwith-
standing the preceding sentence, effective for Plan Years
beginning on or after January 1, 1996, a Participant's
compensation (reportable on a Form W-2) from the Employers
and Subsidiaries for any Plan Year in excess of $150,000
(adjusted for increases in the cost of living in accordance
with Section 401(a)(17) of the Code) shall not be taken into
account in determining the Participant's Compensation or for
any purpose under the Plan.
(j) "Compensation Conversion Account": The account
maintained for a Participant to record contributions made by
an Employer pursuant to Section 4.2 and adjustments relating
thereto.
(k) "Disability": A physical or mental condition
which, in the judgment of the Committee, based upon medical
reports and other evidence satisfactory to the Committee,
permanently prevents an Active Participant or Inactive
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<PAGE>
Participant from satisfactorily performing his usual duties
or the duties of such other position available to him and
for which he is qualified by reason of his training,
education or experience.
(l) "Effective Date": March 1, 1983.
(m) "Employe": Any person, on or after the Effective
Date, receiving regular stated salary or wages from and
rendering service to an Employer, including a person
receiving salary continuation or severance allowance under a
severance arrangement of an Employer, excluding, however,
(i) an employe of Cotter Corporation who is not classified
as a salaried employee, (ii) an employe on an approved leave
of absence, and (iii) any person who is a leased employe.
(n) "Employer": The Company, Commonwealth Edison
Company of Indiana, Inc., Cotter Corporation, Northwind,
Inc., Unicom Corporation and any other Subsidiary of the
Company or Unicom Corporation, designated from time to time
by the Board which adopts the Plan.
(o) "Employer Contribution Account": The account
maintained for a Participant to record his share of the
contributions by Employers pursuant to Section 4.3 and
adjustments relating thereto.
(p) "ERISA": The Employe Retirement Income Security
Act of 1974, as amended from time to time.
(q) "Forfeiture": The portion of a Participant's
Employer Contribution Account which is forfeited because of
termination of employment before full vesting in accordance
with Section 7.4(c).
(r) "Former Participant": A Participant whose
employment with the Employers and the Subsidiaries has
terminated and who (i) is receiving his benefits in
accordance with Section 7.5(b), (ii) was not fully vested
upon termination but who has not yet forfeited the
segregated portion of his Employer Contribution Account, or
(iii) is having distribution of his Account deferred to age
65 in accordance with the provisions of Section 7.5.
(s) "Hour of Service": An hour (within the meaning of
Department of Labor Reg. Section 2530.200b-2(a)) for which an
Employe is directly or indirectly paid, or entitled to
payment, by an Employer or Subsidiary, whether for the
performance of duties or otherwise, including back pay.
(t) "Inactive Participant": A Participant (i) whose
authorization for the deduction of Participant's deposits as
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provided in Section 4.1(a) and for a reduction in
Compensation as provided in Section 4.2 is terminated
(A) pursuant to Section 4.1(a) and 4.2 or 7.3(d) while
continuing in the employ of an Employer or (B) because he
ceases to be an Employe but remains an employe of an
Employer or a Subsidiary, or (ii) who makes a lump sum
contribution under Section 4.1(b) without having become an
Active Participant.
(u) "Investment Fund(s)": Any or all of the funds
provided for in Section 5.1.
(v) "Participant": An Employe participating in the
Plan in accordance with the provisions of Article III,
including an Active Participant and an Inactive Participant,
or an individual who is a Former Participant.
(w) "Plan": Commonwealth Edison Employe Savings and
Investment Plan, as amended from time to time.
(x) "Plan Year": The 12-month period commencing on
January 1 and ending on December 31, except that the initial
Plan Year commenced March 1, 1983 and ended on December 31,
1983.
(y) "Subsidiary": A corporation of which 51% or more
of the voting securities are owned by the Company or Unicom
Corporation directly or indirectly through one or more other
corporations, or any other entity deemed to be an affiliated
company under Sections 414(b), (c) or (m) of the Code.
(z) "Trust": The trust agreement for management and
administration of the Trust Fund.
(aa) "Trustee": The trustee or trustees of the Trust,
and the successors and substitutes thereof, appointed by the
Company in accordance with the Trust to manage and
administer the assets of the Trust Fund.
(bb) "Trust Fund": The trust fund held by the Trustee
under which monies contributed under the Plan are held and
invested and from which such monies are distributed pursuant
to the terms of the Plan, as such trust fund may be amended,
modified, supplemented or replaced from time to time. The
Trust Fund shall consist of the Investment Funds, as
described in Section 5.1.
(cc) "Valuation Date": The last day of each calendar
month.
(dd) "Rollover Account": The account maintained for a
Participant to record direct trust transfers on behalf of,
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<PAGE>
and rollover contributions by, a Participant under Sections
4.7 and 4.8, respectively.
2.2 Construction: The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine
gender, unless the context clearly indicates to the contrary.
ARTICLE III
Eligibility and Participation
3.1 Eligibility: An Employe who is not on the
management or executive payroll shall be eligible to become a
Participant on the first day of the payroll period beginning
coincident with or next following the date he both is an Employe
and has completed three months of service with an Employer or any
Subsidiary (regardless of the number of Hours of Service actually
performed). An Employe who is on the management or executive
payroll shall be eligible to become a Participant on the first
day of the payroll period beginning coincident with or next
following the date of his employment.
3.2 Participation: An eligible Employe may elect to
become a Participant in the Plan as of the date he first becomes
eligible to participate as provided in Section 3.1, or the first
day of any payroll period thereafter, by filing prior written
notice of such election with the Committee, accompanied by (i)
either or both of an authorization for (A) the deduction of
Participant's deposits as provided in Section 4.1(a) and (B) a
reduction in Compensation as provided in Section 4.2 and (ii) an
election as to Investment Funds as provided in Section 5.2. Upon
filing such election notice, he shall become a Participant as of
the date elected if such date is at least 30 days after filing
the election notice or, if such date is less than 30 days
thereafter or a date is not specified, as of the first day of the
first payroll period practicable beginning not more than 30 days
after filing the election notice. An eligible Employe who is on
the management or executive payroll may elect on the date of his
employment in accordance with the provisions of this Section 3.2
to become a Participant commencing with the first day of the
payroll period beginning coincident with or next following the
date of his employment. An Employe eligible to participate as
provided in Section 3.1 may elect to make a lump sum contribution
as provided in Section 4.1(b) without electing deduction of
Participant's deposits as provided in Section 4.1(a) or
authorizing a reduction in his Compensation as provided in
Section 4.2, by filing an election form and making an election as
to Investment Funds as provided in Section 5.2 and shall
thereupon become an Inactive Participant.
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3.3 Re-Employment: If a Participant's employment is
terminated and thereafter he is rehired as an Employe, he shall
be eligible to become an Active Participant commencing with the
first day of the payroll period beginning coincident with or next
following the date of his re-employment, and may elect to again
become an Active Participant as of such date, or the first day of
any payroll period thereafter, as provided in Section 3.2.
3.4 Leased Employes: If an individual who performed
services as a leased employe (within the meaning of section
414(n)(2) of the Code) with an Employer or any Subsidiary becomes
an Employe, or if an individual who formerly was an Employe
becomes a leased employe with an Employer or any Subsidiary, then
any period of service rendered by such individual as a leased
employe that must be taken into account for purposes of
determining the qualification of the Plan shall be taken into
account to the same extent it would have been had such service
been rendered as an Employe for the purposes of determining (i)
whether and when such individual is eligible to participate in
the Plan under Section 3.1 and (ii) his vested interest in his
Employer Contributions Account under Section 7.4(c)(i).
ARTICLE IV
Contributions
4.1 Basic Savings Account: At the time an Employe
elects to become a Participant, he shall authorize the Employer
to do one or both of the following: (i) make regular payroll
deductions from his Compensation for deposit with the Trustee as
provided in Section 4.1(a); (ii) reduce his Compensation as
provided in Section 4.2. In addition, an Employe eligible to
become a Participant as provided in Section 3.1 may make a lump
sum contribution to his Basic Savings Account as provided in
Section 3.2 and 4.1(b).
(a) Subject to the provisions of Sections 4.4 and 4.5,
an Active Participant may authorize the Employer to make
payroll deductions from his Compensation for deposit to his
Basic Savings Account in an amount equal to 1% of his
Compensation per payroll period while an Active Participant
or such multiple of 1% thereof, but not to exceed 10%, as he
may designate. The Employer shall deposit with the Trustee
the sums so deducted.
A Participant may change the rate of his payroll
deductions at any time by delivering written notice of the
desired change to the Employer, such change to take effect
as of the first day of the first payroll period practicable
beginning not more than 30 days after filing the
contributions rate change notice.
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(b) An Employe eligible to become a Participant,
whether or not electing to become an Active Participant may
elect to make a one-time lump sum contribution to his Basic
Savings Account as of March 18, 1983; provided, however,
that the amount of such lump sum contribution shall not
exceed, subject to the provisions of Section 4.4, ten
percent of the Employe's aggregate basic compensation
through February 20, 1983 while a participant under a
qualified defined benefit plan of an Employer. Such lump
sum contribution shall be made at such time and in such
manner as the Committee shall determine under rules and
regulations which are uniformly applied.
4.2 Compensation Conversion Account: Subject to the
provisions of Sections 4.4 and 4.5, an Active Participant may
authorize the Employer to reduce his Compensation in an amount
equal to 1% of his Compensation per payroll period while an
Active Participant or such multiple of 1% thereof, but not to
exceed 10%, as he may designate, and the Employer shall make
contributions to the Trust Fund for allocation to the
Compensation Conversion Account of each Active Participant who so
authorizes in an amount equal to such reduction of his
Compensation.
A Participant may change the rate of his Compensation
reduction at any time by delivering written notice of the desired
change to the Employer, such change to take effect as of the
first day of the first payroll period practicable beginning not
more than 30 days after filing the Compensation reduction rate
change notice.
Notwithstanding the foregoing provisions of this
Section 4.2, the maximum amount that may be contributed for any
Plan Year to a Compensation Conversion Account on behalf of a
Participant shall not exceed $7,000, as adjusted for increases in
the cost of living in accordance with Section 402(g)(5) of the
Code. Each participant may, pursuant to such rules and at such
time as determined by the Committee, submit a claim in writing to
the Committee specifying the amount of contributions made to his
Compensation Conversion Account for a calendar year that, when
added to amounts contributed under other plans or arrangements
described in Section 401(k), 408(k) or 403(b) of the Code, will
exceed the limit described in the preceding sentence for such
year. Any such excess contributions, reduced by any amounts
recharacterized or distributed pursuant to Section 4.5(a) and
adjusted, in accordance with Treasury Regulations, to recognize
any earnings, gains or losses for the calendar year in which such
excess contributions were made, shall be distributed to the
Participant not later than April 15 of the calendar year
following the year for which such excess contributions were made.
If any distribution of excess contributions is made for a year
pursuant to the preceding sentence, then any corresponding
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contributions allocated to the Participant's Employer
Contributions Account, adjusted, in accordance with Treasury
Regulations, to recognize any earnings, gains or losses for the
calendar year in which such contributions were made, shall to the
extent vested under Section 7.4(c)(i) be distributed at the same
time, and to the extent not so vested shall be forfeited.
4.3 Employer Contribution Account: Subject to the
provisions of Section 4.4 and the following sentence, each
Employer shall contribute for each payroll period matching
contributions to the Trust Fund on behalf of each of its Active
Participants in an amount equal to 55% (or, effective for payroll
periods beginning on or after June 15, 1992, 70%) of the sum of
(i) the amount of the Active Participant's deposits into the
Trust Fund for such payroll period in accordance with Section
4.1(a) and (ii) the amount contributed to the Trust Fund for such
payroll period on behalf of the Active Participant in accordance
with Section 4.2; provided, however, that in no event shall
matching contributions be made for any payroll period in excess
of 55% (or, effective for payroll periods beginning on or after
June 15, 1992, 70%) of 5% of the Active Participant's
Compensation for a payroll period beginning on or after June 3,
1991. Notwithstanding the preceding sentence, no Employer shall
make a matching contribution on behalf of any part-time regular
employe as defined in an agreement dated July 23, 1993 between
the Company and the System Council U-25, I.B.E.W., unless such
employe was an Active Participant on July 23, 1993 and elected
pursuant to such agreement to become a part-time regular employe
during the initial staffing period that began July 23, 1993 and
ended December 31, 1993.
4.4 Maximum Additions: Notwithstanding anything to
the contrary contained herein, with respect to any Plan Year
beginning on or after January 1, 1987 the total of Participant
contributions made pursuant to Section 4.1, Employer
contributions made pursuant to Sections 4.2 and 4.3, and
Forfeitures allocated in accordance with Section 6.2(e), for such
Plan Year for any Participant shall not, when combined with the
"annual addition" allocated to his accounts for such Plan Year
under all other defined contribution plans maintained by any
Employer or Subsidiary, together with amounts treated as an
"annual addition" for such Plan Year under Sections 415(1)(1) and
419A(d)(2) of the Code, exceed the lesser of (i) 25% of the
Participant's compensation (as defined below) from the Employers
and Subsidiaries for such Plan Year (the "Compensation
Limitation") or (ii) $30,000, the amount specified in Section
415(c)(1)(A) of the Code, or, if greater, one-fourth of the
defined benefit dollar limitation under Section 415(b)(1)(A) of
the Code as in effect for such Plan Year (the "Dollar
Limitation") except that the amount of the limitation under this
subparagraph (ii) may be increased under a tax credit employe
stock ownership plan of the Employer or Subsidiary to reflect the
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special dollar limitation for employe stock ownership plans
contained in Section 415(c)(6) of the Code.
In the event that any amounts are allocated to the
Participant's Account in excess of the limits described in the
preceding paragraph under the circumstances described in Treasury
Regulation Section 1.415-6(b)(6), such excess shall be
eliminated, after reducing such excess by any distributions made
or required under the last paragraph of Section 4.2, as follows:
first by reducing the contributions made by the Participant
pursuant to Section 4.1 that are allocated to his Account, next
by reducing contributions made on behalf of the Participant
pursuant to Section 4.2 that are allocated to his Account, next
by reducing any Forfeitures allocated to his Account and finally
by reducing any Employer contributions allocated to his Account.
The amount of contributions under Sections 4.1 and 4.2 that are
reduced pursuant to the preceding sentence, adjusted, in
accordance with Treasury Regulations, to recognize any earnings,
gains or losses attributable thereto, shall be distributed to the
Participant as soon as practicable after the reductions are made.
The amount of Forfeitures and Employer contributions reduced
pursuant to the preceding sentence, adjusted, in accordance with
Treasury Regulations, to recognize any earnings, gains or losses
attributable thereto, shall be reallocated to the Employer
Contribution Accounts of other Active Participants of the same
Employer for such Plan Year, other than part-time regular
employes who, pursuant to Section 4.3, do not have matching
contributions allocated to their Accounts.
Notwithstanding the foregoing, the otherwise
permissible "annual addition" for any Participant under this Plan
shall be reduced to the extent necessary, as determined by the
Committee, to prevent disqualification of the Plan under Section
415 of the Code, which imposes the following additional
limitations on the benefits payable to Participants who also may
be participating in another tax-qualified pension, profit
sharing, thrift, savings or stock bonus plan or in a welfare plan
maintained by the Employer or a Subsidiary: If the Participant
is also covered under a qualified defined benefit plan of the
Employer or a Subsidiary, the sum of a Participant's "defined
benefit plan fraction" (as defined below) and his "defined
contribution plan fraction" (as defined below) may not exceed
1.0. The provisions of the foregoing sentence shall not apply
and no such reduction shall be made to the otherwise permissible
"annual addition" under this Plan until the service annuity to
which the Participant is entitled under the Commonwealth Edison
Company Service Annuity System has been reduced to the maximum
extent possible. The "defined benefit plan fraction" shall be a
fraction (not in excess of 1) the numerator of which is the
projected annual benefit of the Participant under all defined
benefit plans required to be taken into account, determined as of
the end of the Plan Year, and the denominator of which is the
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lesser of (A) the product of 1.25 multiplied by the dollar
limitation in effect under Section 415(b)(1)(A) of the Code for
such Plan Year (or, if greater, by the Participant's current
accrued benefit under such defined benefit plans as of December
31, 1986) and (B) the product of 1.4 multiplied by the amount
which may be taken into account under Section 415(b)(1)(B) of the
Code with respect to the Participant for such Plan Year. The
"defined contribution plan fraction" shall be a fraction (not in
excess of 1) the numerator of which is the sum of the "annual
additions" as determined under Sections 415(c)(2), 415(1)(1) and
419A(d)(2) of the Code (except that employe contributions made
for any Plan Year prior to 1987 that were not treated as an
annual addition for such year shall not be treated as an annual
addition hereunder for any year after 1986) to the Participant's
account under all defined contribution plans required to be taken
into account, as of the end of the Plan Year, and the denominator
of which is the sum of the "applicable maximum amount" of annual
additions which could have been made under Section 415(c) of the
Code for the Plan Year and for each prior calendar year of such
Participant's employment with the Employers and Subsidiaries.
The "applicable maximum amount" of annual addition for any year
shall be equal to the lesser of 1.25 multiplied by the Dollar
Limitation in effect for such year, and 1.4 multiplied by the
Compensation Limitation with respect to the Participant for such
year. The numerator of the "defined contribution plan fraction"
shall be adjusted, where applicable, as prescribed by the
Internal Revenue Service.
In the event the Plan is determined to be a "top-heavy
plan" within the meaning of Section 416(g) of the Code with
respect to any Plan Year beginning on or after January 1, 1984,
then unless the requirements of Section 416(h)(2) of the Code are
met with respect to the Plan, the number "1.0" shall be
substituted for the number of "1.25" wherever it appears in this
Section 4.4.
The "annual additions" for a Plan Year to a
Participant's accounts in this Plan and in any other defined
contribution plan maintained by the Employer is the sum during
such Plan Year of
(i) the amount of Employer contributions allocated to
such Participant's accounts,
(ii) The amount of forfeitures allocated to such
Participant's accounts,
(iii) the amount allocated to any individual medical
benefit account (as defined in section 415(l) of the Code)
maintained on behalf of the Participant, and
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(iv) the amount of contributions by the Participant to
such Plan but excluding any rollover contribution (within
the meaning of sections 401(a)(5), 403(a)(4) and 408(d)(3)
of the Code) made to such Plan.
For purposes of this Section 4.4 and Section 14.1,
Compensation shall mean a Participant's compensation reportable
on a Form W-2, but excluding amounts so reportable on account of
(i) a disposition of common stock of the Company, pursuant to the
Company's Stock Purchase Plan and (ii) moving expenses deductible
under section 217 of the Code and (iii) other items receiving
special tax treatment within the meaning of Section 1.415-
2(d)(2)(iv) of the regulations.
For purposes of making the determination described in
the first paragraph of this Section 4.4 with respect to any Plan
Year beginning on or after January 1, 1993, such determination
may be made on a payroll period by payroll period basis rather
than on the basis of cumulative compensation for an entire Plan
Year, provided that such determination is made consistently for
all Participants. In the event that such determination is made
on a payroll period basis, such determination shall be binding
and conclusive, regardless of whether such determination may
result in a lesser amount of contributions to the Plan than
otherwise would be permitted if the determination were made on
the basis of cumulative compensation for the entire Plan Year.
Notwithstanding the preceding sentence, a Participant's
Compensation in excess of the limit set forth in Section
401(a)(17) of the Code (adjusted for changes in the cost of
living pursuant thereto) shall not be taken into account for
purposes of this Section 4.4 and Section 14.1.
4.5 Adjustments to Accounts: (a) Compensation
Conversion Accounts. Notwithstanding the provisions of Section
4.2, if the Actual Deferral Percentage for the Eligible Employes
who for any Plan Year are Highly-Compensated Employes exceeds, or
in the judgment of the Committee is likely to exceed, the greater
of (1) and (2) as follows:
(1) The Actual Deferral Percentage for the Plan Year
for all other Eligible Employes, multiplied by 1.25;
(2) The Actual Deferral Percentage for all other
Eligible Employes multiplied by 2; provided, however, that
the Actual Deferral Percentage for the Eligible Employes who
for the Plan Year are Highly-Compensated Employes may not
exceed the Actual Deferral Percentage for all other Eligible
Employes by more than two percentage points;
then the amounts contributed, or to be contributed, to
Compensation Conversion Accounts on behalf of Participants who
are Highly-Compensated Employes for such Plan Year shall be
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reduced at such time and in such manner as the Committee shall
determine under rules and regulations uniformly applied and
consistent with applicable Treasury Regulations so that the
Actual Deferral Percentage for the Eligible Employes who are
Highly-Compensated Employes for such Plan Year does not exceed
the greater of (1) and (2) above. In order to accomplish the
foregoing, the Committee, in its discretion, may reduce
contributions previously made or adjust the amount of reductions
in Compensation authorized pursuant to Section 4.2 for such
period as may be required. The amount by which contributions to
a Participant's Compensation Conversion Account for a Plan Year
are reduced shall be disregarded for purposes of the Actual
Deferral Percentage under this paragraph (a) and under paragraph
(c) of this section and shall be allocated to the Participant's
Recharacterization Account to the extent that the sum of such
amount and the amount of other contributions made to the
Participant's Basic Savings Account for the Plan Year do not
exceed 10% of the Participant's Compensation. The amount that
cannot be allocated to the Participant's Recharacterization
Account because of the limitation set forth in the preceding
sentence shall be paid to the Participant not later than March 15
of the Plan Year following the Plan Year for which such reduction
in contributions is made, together with any earnings, gains and
losses attributable thereto for the Plan Year for which such
reduction is determined. The Committee shall notify each
affected Participant, at the time (but not later than March 15 of
the following Plan Year) and in the manner prescribed by Treasury
Regulations, of (i) the amount of the Participant's contributions
to his Compensation Conversion Account allocated to his
Recharacterization Account pursuant to this Section 4.5 and of
the amount, if any, that could not be so allocated because of the
limitations set forth in this Section 4.5(a), (ii) the inclusion
in the Participant's income of the amounts described in (i), and
(iii) the year of such inclusion.
(b) Basic Savings and Employer Contribution Accounts.
Notwithstanding the provisions of Section 4.l, Section 4.3 or
paragraph (a) of this Section 4.5, if the Actual Contribution
Percentage for the Eligible Employes who for any Plan Year are
Highly-Compensated Employes exceeds, or in the judgment of the
Committee is likely to exceed, the greater of (1) and (2) as fol-
lows:
(1) The Actual Contribution Percentage for the Plan
Year for all other Eligible Employes, multiplied by 1.25;
(2) The Actual Contribution Percentage for all other
Eligible Employes, multiplied by 2; provided, however, that
the Actual Contribution Percentage for the Eligible Employes
who for the Plan Year are Highly-Compensated Employes may
not exceed the Actual Contribution Percentage for all other
Eligible Employes by more than two percentage points;
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then the amounts contributed, to be contributed or allocated to
Basic Savings Accounts (including amounts reallocated or to be
reallocated to Recharacterization Accounts) and Employer
Contribution Accounts on behalf of Participants who are Highly-
Compensated Employes for such Plan Year shall be reduced at such
time and in such manner as the Committee shall determine under
rules and regulations uniformly applied and consistent with
applicable Treasury Regulations so that the Actual Contribution
Percentage for the Eligible Employes who are Highly-Compensated
Employes for such Plan Year does not exceed the greater of (1)
and (2) above. For purposes of making the computations required
by the preceding sentence for any Plan Year, at the election of
the Committee, all or a portion of amounts contributed to
Participants' Compensation Conversion Accounts (and not
reallocated to Participants' Recharacterization Accounts) may be
treated as contributed to Participants' Basic Savings Accounts.
In order to accomplish the foregoing the Committee, in its
discretion, may reduce contributions previously made or adjust
the amount of payroll deductions from Compensation authorized
pursuant to Section 4.1 for such period as may be required. The
amount by which contributions to a Participant's Basic Savings
Account (including his Recharacterization Account) for a Plan
Year are reduced, adjusted, in accordance with Treasury
Regulations, to recognize any earnings, gains or losses for the
Plan Year for which such reduction is determined, shall be paid
to the Participant not later than March 15 of the Plan Year
following the Plan Year for which such reduction in contributions
is determined. Upon the distribution of any amount to a
Participant pursuant to the preceding sentence, then any
corresponding contributions allocated to the Participant's
Employer Contributions Account, adjusted, in accordance with
Treasury Regulations, to recognize any earnings, gains or losses
for the Plan Year for which such reduction is determined, shall
to the extent vested under Section 7.4(c)(i) be distributed at
the same time and to the extent not so vested, shall be
forfeited.
(c) Multiple Use Limit. Notwithstanding Sections
4.1, 4.2 or 4.3 or paragraphs (a) or (b) of this Section 4.5, if
the sum of the Actual Deferral Percentage plus the Actual
Contribution Percentage for the Eligible Employes who for any
Plan Year are Highly-Compensated Employes, determined without
regard to this paragraph (c), exceeds or, in the judgment of the
Committee, is likely to exceed the greater of (A) and (B), where
(A) equals the sum of
(1) 125% of the greater of the Actual Deferral
Percentage or the Actual Contribution Percentage of the
Eligible Employes who are not Highly-Compensated Employes,
plus
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(2) the sum of (I) the lesser of the Actual Deferral
Percentage or the Actual Contribution Percentage of the
Eligible Employes who are not Highly-Compensated Employes,
plus (II) two percentage points, provided, however, that
this amount shall not exceed twice the lesser of the Actual
Deferral Percentage and the Actual Contribution Percentage
of the Eligible Employes who are not Highly-Compensated
Employes;
and where (B) equals the sum of
(1) 125% of the lesser of the Actual Deferral
Percentage or the Actual Contribution Percentage of the
Eligible Employes who are not Highly-Compensated Employes,
plus
(2) the sum of (I) the greater of the Actual Deferral
Percentage or the Actual Contribution Percentage of the
Eligible Employes who are not Highly-Compensated Employes,
plus (II) two percentage points, however, this amount is not
to exceed twice the greater of the Actual Deferral
Percentage and the Actual Contribution Percentage of the
Eligible Employes who are not Highly-Compensated Employes,
then the amounts contributed to the Basic Savings Accounts on
behalf of the Participants who are Highly-Compensated Employes
shall be reduced pursuant to the rules contained in paragraph (b)
of this Section 4.5 until such excess is eliminated. If such
excess is not so eliminated, then the amounts contributed to the
Compensation Conversion Accounts on behalf of such Participants
shall be reduced pursuant to the rules contained in paragraph (a)
of this Section 4.5 until such excess is eliminated.
(d) Definitions. For purposes of this Section 4.5:
(1) "Actual Deferral Percentage" for a specified group
of Eligible Employes for a Plan Year shall be the average,
rounded to the nearest one-hundredth of one percent, of the
result (calculated separately for each Eligible Employe in
such group and rounded to the nearest one-hundredth of one
percent) obtained by dividing the amount contributed to the
Compensation Conversion Account for each such Eligible
Employe for such Plan Year by the Eligible Employe's
Compensation for the portion of such Plan Year for which
contributions to the Compensation Conversion Account were
made or could have been made (disregarding any suspension
required by Section 7.3(e)) for such Eligible Employe;
(2) "Actual Contribution Percentage" for a specified
group of Eligible Employes for a Plan Year shall be the
average, rounded to the nearest one-hundredth of one
percent, of the result (calculated separately for each
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Eligible Employe in such group and rounded to the nearest
one-hundredth of one percent) obtained by dividing the
amounts actually contributed to the Basic Savings Account
and Employer Contribution Account, plus any amount allocated
to the Recharacterization Account pursuant to paragraph (a)
of this Section 4.5, for each such Eligible Employe for such
Plan Year by the Eligible Employe's Compensation for the
portion of such Plan Year for which contributions to the
Basic Savings Account were made or could have been made
(disregarding any suspension required by Section 7.3(e)) for
such Eligible Employe;
(3) "Highly-Compensated Employe" shall have the
meaning assigned to the term "highly-compensated employee"
by Section 414(q) of the Code and the regulations
thereunder;
(4) "Eligible Employe" shall mean an Employe who is
eligible to become a Participant as provided in Section 3.l
and who is required to be taken into account under
applicable Treasury Regulations;
(5) "Recharacterization Account" shall mean a
subaccount established under a Participant's Basic Savings
Account to which are allocated Compensation Conversion
Contributions recharacterized pursuant to the third sentence
of paragraph (a) of this Section 4.5;
(6) "Compensation" shall have the meaning provided in
Section 414(s) of the Code and the regulations thereunder,
provided, that an Employe's compensation for any Plan Year
as so defined in excess of (i) for Plan Years beginning on
or after January 1, 1989 and before January 1, 1996,
$200,000 (adjusted for increases in the cost of living in
accordance with Section 415(d) of the Code), and (ii) for
Plan Years beginning on or after January 1, 1996, $150,000
(adjusted for increases in the cost of living in accordance
with Section 401(a)(17) of the Code) shall be disregarded;
and
(7) If any Employe is a 5% owner (under section
416(i)(l)(B)(i) of the Code) or one of the ten most highly-
compensated Employes of any Employer, the Employe's
Compensation and the contributions to each of the Employe's
Compensation Conversion Account, Basic Savings Account and
Employer Contribution Account shall be aggregated,
respectively, with the Compensation of such Employe's family
members (as defined in section 414(q)(6)(B) of the Code) who
are Employes and the contributions to each of such Accounts
of such family members in applying the limitations set forth
in this Section.
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4.6 Time and Form of Contributions: The Employer
shall transmit to the Trustee deposits equal to deductions from
Active Participants' Compensation under Section 4.1(a) and
reductions from Active Participants' Compensation under Section
4.2 no less frequently than bi-weekly. The Employer's matching
contribution under Section 4.3 on behalf of Active Participants
shall be made in cash concurrently with such transfer and shall
be held (i) prior to October 1, 1985, in Investment Fund A and
(ii) on or after October 1, 1985, as elected by the Active
Participant as provided in Section 5.2, provided, however, the
Employer matching contributions made prior to October 1, 1985
shall continue to be held in Investment Fund A until transferred
to another Investment Fund pursuant to a change of investment
election under Section 5.2. Lump sum contributions made under
Section 4.1(b) shall be transmitted to the Trustee by the
Employer not later than March 18, 1983.
4.7 Transfers of Property from Other Trusts: Upon the
written request of an Employe (whether or not a Participant), the
committee shall direct the Trustee to accept property transferred
directly from the trustee of an employes' trust described in
Section 401(a) of the Code which is exempt from tax under Section
501(a) of the Code on behalf of such Employe (any such transfers
of property being hereinafter called a "direct trust transfer").
Notwithstanding the foregoing, the Committee shall not direct the
Trustee to accept a direct trust transfer if in the Committee's
judgment accepting such transfer would cause the Plan to be
subject to the provisions of Section 417 of the Code or violate
any provision of the Code or regulations and shall not be
required to direct the Trustee to accept a direct trust transfer
to the extent it consists of property other than cash.
4.8 Rollover Contributions:
(a) Requirements for Rollover Amounts. If an Employe
(whether or not a Participant) receives an "eligible rollover
distribution" (within the meaning of Section 402(c)(4) of the
Code) from an Employes' trust described in Section 401(a) of the
Code which is exempt from tax under Section 501(a) of the Code,
then such Employe may contribute to the Plan as a rollover
contribution an amount not in excess of the amount of such
eligible rollover distribution (including the proceeds from the
sale of any property received as a part of such eligible rollover
distribution) less the amount considered contributed to such
trust by the Employe (determined by applying Section
402(d)(4)(D)(i) of the Code). If an Employe (whether or not a
Participant) receives a distribution or distributions from an
individual retirement account or annuity (within the meaning of
Section 408 of the Code) and the amount received represents the
entire amount in such account (or the entire value of such
annuity) and no amount in such account (or no part of the value
of such annuity) is attributable to any source other than a
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rollover distribution (within the meaning of Section 402 of the
Code) from an employes' trust described in Section 401(a) of the
Code which is exempt from tax under Section 501(a) of the Code
and any earnings thereon, then such Employe may contribute to the
Plan as a rollover contribution such distribution or
distributions.
(b) Delivery of Rollover Amounts. Any rollover amount
to be contributed to the Plan pursuant to this Section shall be
either (i) delivered by the Employe to the Committee and by the
Committee to the Trustee on or before the 60th day after the day
on which the Employe received an eligible rollover distribution
or such later date as may be prescribed by law, or (ii) directly
transferred on behalf of the Employe by the trustee of the
employe's trust or by the custodian of the individual retirement
account or annuity. Any such contribution shall be accompanied
by (1) a statement of the Employe that to the best of his
knowledge the amount so transferred meets the conditions
specified in this Section and (2) a copy of such documents as may
have been received by the Employe advising him of the amount of
and the character of his distribution. Notwithstanding the
foregoing, the Committee shall not accept a rollover contribution
if in its judgment acceptance of such contribution would cause
the Plan to violate any provision of the Code or regulations and
shall not be required to accept such a contribution to the extent
it consists of property other than cash.
4.9 Special Accounting and Investment Rules for
Rollover Contributions or Direct Trust Transfers: A rollover
contribution or direct trust transfer made by or on behalf of an
Employe pursuant to Sections 4.7 or 4.8 shall be credited, as of
the Valuation Date coincident with or next following its receipt
by the Trustee, to a Rollover Account which the Committee shall
cause to be established and maintained for such Employe as of the
date such contribution or transfer is delivered to the Trustee.
A Participant's Rollover Account shall at all times be fully
vested in such Participant. If such Rollover Account is
established for an Employe who is not a Participant, such Employe
shall be treated as a Participant for all purposes of the Plan
except Sections 4.1, 4.2 and 4.3 (relating to contributions by
and on behalf of Participants). Subject to the provisions of
Section 4.10, and notwithstanding any other provision of the Plan
to the contrary, Rollover Accounts shall be initially invested
only in Funds A, B, C or E as elected by the Participant in
accordance with rules prescribed by the Committee. Thereafter,
the Employe shall be entitled to change such investment election
at the time and in the manner specified in Section 5.2.
4.10 Special Investment Rules for Qualified Total
Distributions and Direct Trust Transfers upon Termination of the
Commonwealth Edison Company Employe Stock Ownership Plan: If a
Rollover Account is established pursuant to this Section in
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respect of a qualified total distribution under the Code as then
in effect or a direct trust transfer from the Commonwealth Edison
Company Employe Stock Ownership Plan (the "ESOP") upon the
termination of such plan, and the Participant does not make an
investment election at the time such Rollover Account is
established, such Account shall be invested in Fund A until such
Participant shall elect otherwise pursuant to Section 5.2.
ARTICLE V
Investment Funds
5.1 Description of Investment Funds: There shall be
the following Investment Funds:
(a) Investment Fund A: The Unicom Corporation Common
Stock Fund. This fund will invest primarily in common stock
of Unicom Corporation.
(b) Investment Fund B: Fixed Income Securities Fund.
This fund will be invested primarily in high grade debt
securities with maturities of five years or less from the
date of purchase. Such investment may be made directly, or
indirectly through investment in common, collective or
pooled investment funds.
(c) Investment Fund C: Diversified Fund. This fund
will be invested primarily in corporate equity securities
and corporate debt securities. Investment may also be made
in other appropriate investments, including but not limited
to, real estate, foreign securities, and venture capital
opportunities. Such investments may be made directly, or
indirectly through investment in common, collective or
pooled investment funds.
(d) Investment Fund D: Stated Return Fund. This fund
will be invested primarily in one or more investment
contracts issued by either (i) an insurance carrier or
carriers or (ii) a bank or banks or trust company or trust
companies.
(e) Investment Fund E: Stock Index Fund. This fund
will be invested primarily to perform as closely as possible
to the Standard and Poor's 500 Stock Price Index. Such
investments may be made directly or indirectly through
investment in common, collective or pooled investment funds.
5.2 Participant's Election of Investment Fund: Each
Participant shall file a written election with the Committee
directing that contributions to his Basic Savings Account and
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Compensation Conversion Account be invested in specified
multiples of 10% in any of Investment Funds A, B, C, D and E.
Such election also shall apply to contributions made on or after
October 1, 1985 to the Participant's Employer Contribution
Account. Contributions shall be invested in accordance with such
election until such election is changed as hereinafter provided.
An election under this Section 5.2 may be changed by an
Active Participant, an Inactive Participant or a Former
Participant (including a Former Participant who terminated prior
to July 1, 1989) only as of January 1, April 1, July 1 and
October 1 by giving the Committee at least 30 days prior written
notice. Any change shall direct (i) that the balance of such
Participant's Account in any of Investment Funds A, B, C, D or E,
as of the effective date of such change, be transferred in
multiples of 10% to any other Investment Fund, or (ii) that
subsequent contributions to the Basic Savings Account,
Compensation Conversion Account and Employer Contribution Account
be invested in multiples of 10% in any of Investment Funds A, B,
C, D and E. Notwithstanding the foregoing, restrictions may
apply to investments in Investment Fund D that could preclude
transfers or changes to or from other Investment Funds.
Any election or change in election under this Section
5.2 shall be made (i) on a form provided or prescribed by the
Committee and (ii) in accordance with rules of the Committee in
effect from time to time. Any election or change in election
made by a Participant prior to February 1, 1990 shall be treated,
to the extent possible, as having been made in increments of 10%;
provided, however, that any such election, whether or not
convertible to increments of 10%, shall remain in effect until
such Participant makes a change in his investment election.
ARTICLE VI
Allocations to Participants' Accounts
6.1 Individual Accounts: The Committee shall maintain
or cause to be maintained individual Accounts, as defined in
Section 2.1(c), 2.1(j), 2.1(o) and 2.1(dd), of the interests of
Participants in the Investment Funds, showing separately the
interests resulting from the deposits of Participants under
Section 4.1 and from contributions made by the Employer on their
behalf under Sections 4.2 and 4.3. Each Investment Fund may,
however, be invested as a single fund, without segregation of
Trust Fund assets to the individual Accounts of Participants.
6.2 Valuations and Adjustments: The amount of each
Participant's Basic Savings Account, Compensation Conversion
Account, Rollover Account and Employer Contribution Account held
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in each Investment Fund shall be adjusted as follows and in the
following order:
(a) As of the date paid, the amount of any
distributions or withdrawals from each Account shall be
debited to the Account and Investment Fund from which paid.
(b) As of the date of transfer, the amount of
transfers in respect of each Account made to or from each of
the Investment Funds pursuant to a change in investment
election shall be debited or credited, as the case may be,
to the applicable Account and Investment Fund.
(c) As of each Valuation Date, the amounts of each
Participant's deposits under Section 4.1 and Employer
contributions under Section 4.2 and 4.3 paid to the Trust
Fund during the calendar month ending on such Valuation Date
shall be credited to the Accounts and Investment Funds to
which allocated.
(d) As soon as practicable after each Valuation Date,
the Trustee shall determine and shall report to the
Committee the fair market value of the assets of each
Investment Fund, excluding therefrom, however, the amount of
(i) any Forfeitures and (ii) any interest and dividends
payable on lump sum distributions pursuant to Section 7.5,
occurring during the then current Plan Year allocable to
each such Investment Fund ("Current Fair Market Value").
The Current Fair Market Value shall be determined as of such
Valuation Date or as of the next previous business day if
such Valuation Date falls on a Saturday or Sunday or a
holiday. With respect to each such Investment Fund other
than Investment Fund D, the Committee shall then determine
the factor representing the ratio between the Current Fair
Market Value of such Investment Fund as of the Valuation
Date and the value of Participants' Accounts invested in
such Investment Fund as of the next preceding Valuation Date
plus or minus adjustments made as of the Valuation Date pur-
suant to Sections 6.2(a), 6.2(b) and 6.2(c). Each
Participant's Account balance in each Investment Fund other
than Investment Fund D shall be multiplied by the factor for
such Investment Fund so determined by the Committee. Each
Participant's Account balance in Investment Fund D shall be
determined in accordance with the applicable contracts and
rules established by the Committee.
(e) As of each Valuation Date coincident with the last
day of a Plan Year, but after adjustments made pursuant to
Sections 6.2(a) through (d), and Forfeitures determined
under Section 7.4(d) allocable to the Participant as of such
Valuation Date shall be credited to the Employer
Contribution Account of the Participant and allocated to the
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Investment Funds pursuant to his election as to con-
tributions in effect under Section 5.2 as of such Valuation
Date.
(f) The amount of lump sum distributions and interest
and dividends payable thereon pursuant to Section 7.5 shall
be reserved within the Investment Fund from which payment
thereof is to be made, such reserves to be established as of
the date such amount is deemed to be paid as a distribution
under Section 6.2(a).
6.3 Expenses: All expenses of the Plan and Trust
attributable to an Investment Fund shall be paid by the Trustee
from the assets of such Investment Fund. All expenses of the
Plan and Trust which are not attributable to any specific
Investment Fund shall be paid by the Trustee from the assets of
each Investment Fund, pro rata, based on that proportion of the
payment which the fair market value of the assets of the
Investment Fund as of the Valuation Date next preceding the date
of payment bears to the aggregate fair market value of the assets
of all Investment Funds as of such date.
ARTICLE VII
Benefits
7.1 Amount of Benefits: The benefit payable to or on
behalf of a Participant under the provisions of Section 7.2 below
shall be based on his Account balances determined as of the
Valuation Date coincident with or next following his termination
of employment.
7.2 Eligibility for Benefits on Termination of
Employment:
(a) Retirement or Disability: If a Participant's
employment with the Employers and Subsidiaries is terminated
on or after he attains age 65, or if his employment is
terminated at an earlier age because of Disability or early
retirement under a qualified defined benefit plan of the
Employer or Subsidiary in which he is a participant, he
shall be entitled to receive his Account balance in his
Basic Savings Account, his Compensation Conversion Account,
his Rollover Account and his Employer Contribution Account,
in accordance with Section 7.5.
(b) Death: In the event that the termination of
employment of a Participant is caused by his death, the
Account balance in his Basic Savings Account, his
Compensation Conversion Account, his Rollover Account and
his Employer Contribution Account shall be paid to his
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Beneficiary in accordance with Section 7.5 after receipt by
the Committee of acceptable proof of death.
(c) Termination for Other Reasons: If a Participant's
employment with the Employers and Subsidiaries is terminated
before age 65 for any reason other than death, Disability or
early retirement as provided for in Section 7.2(a), the
Participant shall be entitled to the Account balance in his
Basic Savings Account, his Rollover Account and his
Compensation Conversion Account plus an amount equal to the
portion of his Employer Contribution Account balance which
is vested as of the date of his termination of employment in
accordance with Section 7.4(c)(i) and (e). Payment of
benefits due under this subsection (c) shall be in
accordance with Section 7.5. For purposes of this Section
7.2(c), termination with an Employer followed by immediate
or continued employment with an Employer or Subsidiary shall
not be deemed a termination of employment.
(d) Sale of Subsidiary: In the event of the sale of a
Subsidiary which is an Employer and (i) a Participant
continues employment with such Subsidiary after the sale but
(ii) such Subsidiary ceases to be an Employer as of the date
of the sale, the Participant shall be deemed for purposes of
the Plan to have terminated his employment with the
Employers and Subsidiaries as of the date of the sale.
7.3 Account Withdrawals: A Participant shall have the
right to withdraw amounts from his Basic Savings Account and his
Compensation Conversion Account in accordance with the following:
(a) The Participant shall file a written request with
the Committee setting forth the amount he wishes to withdraw
and the Account(s) and Investment Fund(s) from which it is
to be withdrawn. Only one withdrawal may be made during a
calendar year from the Participant's Basic Savings Account.
(b) A Participant may withdraw up to an amount equal
to the balance in his Basic Savings Account, as of the
applicable Valuation Date set forth in Section 7.3(g),
except that while any loan to the Participant under Section
7.8 remains outstanding, the amount available for withdrawal
shall be the balance in such Account less twice the balance
of any loan subaccount established for the Participant
pursuant to Section 7.8(b) attributable to investment from
the Participant's Basic Savings Account.
(c) A Participant may withdraw up to an amount equal
to the balance in his Compensation Conversion Account, plus
the balance of his Recharacterization Account, as of the
applicable Valuation Date set forth in Section 7.3(g),
except that (i) while any loan to the Participant under
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Section 7.7 remains outstanding, the amount available for
withdrawal shall be the balance in such Accounts less twice
the balance of any loan subaccount established for the
Participant pursuant to Section 7.7(b) attributable to
investment from the Participant's Compensation Conversion
Account and (ii) no amount attributable to earnings accrued
after December 31, 1988 in respect of contributions
allocated to such accounts shall be available for withdrawal
if the withdrawal is made prior to attaining age 59-1/2. Such
withdrawal may only be made if the Participant has attained
age 59-1/2 or on account of the Participant's hardship.
Such a withdrawal shall be deemed to be on account of the
Participant's hardship if the withdrawal is necessary in
light of immediate and heavy financial needs of the
Participant. A withdrawal based on financial hardship
cannot exceed the amount required to meet the immediate
financial need created by the hardship and not reasonably
available from other resources of the Participant. The
determination of the existence of financial hardship and the
amount required to be distributed to meet the need created
by the hardship will be made by the Committee, and its
decisions shall be applied in a uniform and
nondiscriminatory manner according to the following rules:
(i) A financial hardship shall be deemed to exist
if the Participant certifies to the Committee that the
financial need is on account of:
(A) expenses for medical care described in
section 213(d) of the Code previously incurred by
the Participant, the Participant's spouse or any
dependents of the Participant (as defined in
Section 152 of the Code) or necessary for these
persons to obtain medical care as described in
Section 213(d) of the Code;
(B) the purchase (excluding mortgage
payments) of a principal residence of the
Participant;
(C) the payment of tuition and related
educational fees for the next 12 months of post-
secondary education for the Participant, the
Participant's spouse, children, or dependents (as
defined in Section 152 of the Code);
(D) the need to prevent the eviction of the
Participant from his principal residence or
foreclosure of the Participant's principal
residence.
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(ii) A Participant shall be required to certify
to the Committee on a form prescribed by the Committee
both the reason for the financial need and that such
need cannot be satisfied from sources other than a
withdrawal from the Participant's Compensation Conver-
sion Account. The Participant shall be required to
submit any additional supporting documentation as may
be requested by the Committee.
(iii) A distribution shall be treated as
necessary to satisfy a financial need if the
Participant certifies to the Committee (and if the
Committee has no reason to believe that such
certification is inaccurate) that such distribution
cannot be relieved by or through:
(A) reimbursement or compensation by
insurance or otherwise;
(B) reasonable liquidation of the
Participant's assets (including for this purpose
assets of the Participant's spouse and minor
children that are reasonably available to the
Participant), to the extent such liquidation would
not itself cause an immediate and heavy financial
need;
(C) cessation of contributions to the
Participant's Basic Savings or Compensation
Conversion Accounts; or
(D) other distributions or nontaxable (at
the time of the loan) loans from plans maintained
by an Employer or by another employer, or by
borrowing from commercial sources on reasonable
commercial terms.
(d) A participant may withdraw up to an amount equal
to the balance in his Rollover Account as of the applicable
Valuation Date set forth in Section 7.3(g) except that while
any loan to the Participant under Section 7.7 remains
outstanding, the amount available for withdrawal shall be
the balance in such Account less twice the balance of any
loan subaccount established for the Participant pursuant to
Section 7.7(b) attributable to investment from the
Participant's Rollover Account.
(e) A Participant who makes a withdrawal pursuant to
Section 7.3(b) or Section 7.3(c) (to the extent the
Participant has not attained age 59-1/2) shall be precluded
from having deposits made to his Basic Savings Account under
Section 4.1 or reduction in Compensation under Section 4.2
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for a period of six months after the date as of which
withdrawal is made. After the expiration of such six-month
period, the Participant again may elect to actively
participate in the Plan pursuant to Section 3.2.
(f) Payment of any withdrawals will be made in cash in
a lump sum to the Participant as soon as practicable.
(g) For purposes of this Section, the applicable
Valuation Date shall be (i) in the case of a request
received by the Committee during the first 15 days of a
calendar month, the second preceding Valuation Date, and
(ii) in the case of a request received by the Committee
after the 15th day of a calendar month, the immediately
preceding Valuation Date.
7.4 Vesting and Forfeiture of Accounts:
(a) Basic Savings Account: A Participant's Basic
Savings Account shall at all times be fully vested in such
Participant.
(b) Compensation Conversion Account: A Participant's
Compensation Conversion Account shall at all times be fully
vested in such Participant.
(c) Employer Contribution Account:
(i) Except as provided in (ii) below, and
provided that the Employe remains in the employment of
an Employer or a Subsidiary, he shall become: 20%
vested in his Employer Contribution Account balance as
of the January 1st next following the date he first
becomes an Active Participant pursuant to Section 3.2
hereof; 40% vested in such Account balance as of the
January 1st next following the first anniversary of the
date he first becomes an Active Participant; 60% vested
in such Account balance as of the January 1st next
following the second anniversary of the date he first
becomes an Active Participant; 80% vested in such
Account balance as of the January 1st next following
the third anniversary of the date he first becomes an
Active Participant; and 100% vested in such Account
balance as of and after the January 1st next following
the fourth anniversary of the date he first becomes an
Active Participant. For purposes of this Section
7.4(c), an Employe shall be deemed to remain in the
employment of an Employer or a Subsidiary until his
employment with the Employers and Subsidiaries is
terminated; if an Employe's employment is terminated
and he is employed by an Employer or a Subsidiary
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within one year thereafter, he shall not be deemed to
have incurred a termination of employment. Notwith-
standing the foregoing provisions of this subsection
(i), as of the date of the sale by the Company of its
interest in Chicago & Illinois Midland Railway Company,
each Participant who as of such date is an employe of
Chicago & Illinois Midland Railway Company shall at
that time be fully vested in his Employer Contribution
Account.
(ii) Upon a Participant's entitlement to benefits
in accordance with Sections 7.2(a) or 7.2(b) above,
such Participant shall at that time be fully vested in
his Employer Contribution Account.
(d) Forfeiture: Upon a Participant's termination of
employment in accordance with Section 7.2(c), the nonvested
amount of his Employer Contribution Account shall be
segregated from such Account and shall continue to be
invested in accordance with the Participant's investment
election under Section 5.2 in effect at his termination of
employment until December 31 of the year in which the
Participant's termination of employment occurs. As of
December 31 of such year, such nonvested amount shall be
invested in Fund D until such nonvested amount either shall
be again credited to the Participant's Account pursuant to
Section 7.4(e) or reallocated among Participant's Accounts
pursuant to the fourth sentence of this Section 7.4(d). If
such Participant is not rehired by an Employer or Subsidiary
within five years of the date on which he terminated his
employment, the portion so segregated from his Employer
Contribution Account shall become a Forfeiture at the end of
the five-year period; except that this sentence shall not be
applicable in respect of any portion so segregated that
became a Forfeiture prior to January 1, 1985 under the terms
of the Plan as then in effect and provided further that if a
Participant is absent from work with the Employer or
Subsidiary by reason of a leave of absence, beginning on or
after January 1, 1985, due to (i) pregnancy of the
Participant, (ii) birth of a child of the Participant, (iii)
placement of a child with the Participant in connection with
the adoption of such child by the Participant or (iv) caring
for such child for a period immediately following such birth
or placement, and such leave of absence ends with the
termination of the Participant's employment and such
termination of employment occurs between the first and
second anniversary of the first day of such leave of
absence, then for purposes of this sentence the five-year
period shall begin on the second anniversary of the first
day of such leave of absence rather than on the date of
termination of employment. The aggregate amount of Partici-
pants' Forfeitures occurring during a Plan Year shall be
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attributed to the Employer of the Participants who have
forfeited and, as of the Valuation Date coincident with the
last day of such Plan Year, shall be allocated per capita
among Active Participants and Inactive Participants who are
Employes of such Employer and credited to each such
Participant's Employer Contribution Account in accordance
with Section 6.2(e). Notwithstanding the foregoing
sentence, the aggregate amount of Participant's Forfeitures
occurring during a Plan Year beginning on or after
January 1, 1988 which are attributable to Participants who
are Employes of Chicago & Illinois Midland Railway Company
shall be allocated, as of the Valuation Date coincident with
the last day of such Plan Year, per capita among Active
Participants and Inactive Participants who are Employes of
the Employers and credited to each such Participant's
Employer Contributions Account in accordance with Section
6.2(a).
(e) Re-employment: If a Participant is re-employed by
an Employer after he incurs a Forfeiture, his pre-
termination vesting percentage shall be taken into account
in determining his rights after his re-entry into the Plan,
but his period of employment after his re-employment shall
not be taken into account for purposes of determining the
vested percentage of his Employer Contribution Account
existing before his termination.
If a Participant who has terminated before becoming
100% vested in his Employer Contribution Account is re-employed
by an Employer or Subsidiary before he incurs a Forfeiture, his
Employer Contribution Account shall be re-established in an
amount equal to the balance of the segregated portion of his
Account, as provided in Section 7.4(d), as of the date of his re-
employment and his vesting percentage shall remain unchanged;
provided, however, that if the Participant again terminates his
employment before becoming 100% vested in his Employer
Contribution Account, the balance of his Employer Contribution
Account to which he is then entitled under the Plan shall be
equal to: the amount obtained by (i) multiplying the sum of (A)
the balance of such Account as of the Valuation Date coincident
with or next following his termination date and (B) the amounts
previously paid to him from such Account by his vested percentage
determined under Section 7.4(c)(i), and (ii) subtracting from the
product determined under (i) the amounts previously paid to him
from such Account.
For purposes of the preceding paragraphs of this
Section 7.4(e), a Participant's pre-termination vesting per-
centage shall increase in accordance with the provisions of
Section 7.4(c)(i) for his period of employment after his re-
employment based on his date of re-employment and anniversaries
thereof; provided, however, that in no event shall a re-employed
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Participant receive less than an additional 20% vesting
percentage under Section 7.4(c)(i) for his period of employment
after his re-employment if the number of days during which he was
an employe of the Employers and Subsidiaries in the Plan Year in
which he first terminated his employment plus the number of days
during which he was an employe of the Employers and Subsidiaries
in the Plan Year in which he terminates his employment after his
re-employment exceeds 365 days.
7.5 Payment of Benefits: Upon a Participant's
entitlement to payment of benefits under Section 7.2, he, or in
the event of his death his Beneficiary, shall file with the
Committee such form or forms as the Committee shall provide.
Distribution to a Participant shall be made in any one
of the following methods as elected by the Participant:
(a) In a lump sum, or
(b) Except as hereinafter provided, in periodic
payments of substantially equal amounts for a specified
number of years not in excess of the lesser of 15 or the
life expectancy of the Participant or Beneficiary, as the
case may be, commencing on the Valuation Date coincident
with or next following the Participant's termination of
employment, and each subsequent payment shall be made on
each subsequent anniversary thereof; provided, however, if
periodic payments have begun to be paid to the Participant
and he dies before all such payments have been made, then
the unpaid balance of the Participant's Account shall be
paid to his Beneficiary at least as rapidly as, and over a
period not to exceed the number of years remaining in the
period over which the periodic payments were being paid to
the Participant. Periodic payments shall be made not less
frequently than annually and shall include net income or
losses allocable to the Participant for each year.
Notwithstanding the foregoing, distribution shall not be
made in periodic payments of (i) a Rollover Account
established pursuant to Section 4.10 on behalf of a
Participant in the ESOP who elected not to receive a
distribution of his ESOP account until his 65th birthday and
(ii) a Participant's Account if his Account balance does not
exceed $3,500 on the Valuation Date coincident with or next
following the Participant's termination of employment.
A Participant (including a Former Participant who
terminated prior to July 1, 1989) who has elected distribution in
periodic payments pursuant to subsection (b) above may, at any
time after such election is made, elect to receive a distribution
of the remaining amount of his benefit in a lump sum.
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Except as hereinafter provided, payment of a
Participant's benefits must be made or commence within 60 days
following the Valuation Date coincident with or next following
the Participant's termination of employment (which shall begin
not earlier than the end of the period for which a participant
receives any salary continuation or severance allowance under a
severance arrangement of an Employer). If on the Valuation Date
coincident with or next following the Participant's termination
of employment the value of his Account balance exceeds $3,500 and
he has not attained age 65, distribution will be deferred until
he attains age 65 and will be made or commence within 60 days
following the Valuation Date coincident with or next following
the date on which he attains age 65. A Participant who does not
wish to have distribution of his Account balance made or commence
at the time provided in the preceding sentence may elect prior to
his termination of employment to have his benefits distributed in
accordance with the first sentence of this paragraph or deferred
as provided in the next paragraph. If a Participant's
distribution is deferred until he attains age 65, his then
distributable Account balance shall be determined as of the
Valuation Date coincident with or next following the date on
which he attains age 65.
Notwithstanding the provisions of the preceding
paragraph, a Participant may elect, prior to his termination of
employment, provided his Account balance to be distributed
exceeds $3,500, to defer distribution and to have payment of his
benefits made or commence within 60 days following the end of the
Plan Year in which he attains age 70-1/2. The election provided
in the preceding sentence may also be made by any Participant who
terminated employment on or after January 1, 1992, who has an
Account balance in excess of $3,500 and who has not received or
begun to receive distribution of his Account balance pursuant to
the provisions of this Section 7.5, provided that, such election
is made on or before September 1, 1992 and prior to the date his
Account balance becomes payable. If a Participant's distribution
is deferred until he attains age 70-1/2, his Account balance then
distributable shall be determined as of the Valuation Date
coincident with the last day of the calendar year in which the
Participant attains age 70-1/2.
If a distribution is deferred under this Section 7.5 to
age 65 or age 70-1/2, a Participant subsequently may elect at any
time to terminate such deferral and have distribution of his
benefit made or commence within 60 days after such termination
election is made. In the event an election is made to terminate
deferral, the Participant's distributable Account balance shall
be determined as of the Valuation Date coincident with or next
following the date on which such election is made.
If distribution is deferred under this Section 7.5 and
the Participant dies prior to distribution, distribution shall be
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paid to his Beneficiary in the manner directed by the Participant
on a Beneficiary designation form effective under the Plan or as
otherwise provided under Section 7.6 if the manner in which his
Account balance is to be paid is not designated. Such
distribution shall be made or commence not later than 60 days
following the end of the Plan Year in which the Participant's
death occurs.
In the case of a distribution of a lump sum payment
pursuant to the provisions of this Section, interest on the
amount of such lump sum payment (other than the portion, if any,
of the distribution that consists of shares of Unicom Corporation
common stock) shall be paid to the recipient thereof by the Fund
or Funds from which such distribution is made for the period from
the Valuation Date on which the amount of such lump sum
distribution is determined to and including the day preceding the
date on which such distribution is made. Interest for such
period shall be calculated at the Tier 1 rate payable by the
First National Bank of Chicago on its First Money Market Account
for the week within which occurs the Valuation Date on which the
amount of the distribution is determined. Such interest shall be
paid within fifteen days after the date on which distribution of
the lump sum payment is made. To the extent a distribution
consists of shares of Unicom Corporation common stock, any
declared dividends having a record date after the Valuation Date
on which the number of shares is determined and prior to the date
of distribution of the shares shall be paid to the Participant as
soon as possible after the dividends are received by the Trustee.
Notwithstanding any other provision of the Plan to the
contrary, effective January 1, 1989, if a Participant, other than
a Participant who had attained age 70-1/2 before January 1, 1988,
has not terminated his employment with the Employers and
Subsidiaries before the Plan Year in which he attains age 70-1/2,
payment of benefits shall be made to him (or commenced to the
Participant in accordance with applicable regulations over a
period not extending beyond the life expectancy of the
Participant or the life expectancies of the Participant and his
designated Beneficiary) or, in the event of his death, to his
Beneficiary, not later than the April l following the last day of
the Plan Year in which the Participant attains age 70-1/2.
The amount which a Participant or Beneficiary is
entitled to receive at any time and from time to time shall be
paid in cash, except that if the Participant's Account is to be
paid in a lump sum, then the Participant may request that all of
his Account invested in Investment Fund A be distributed in whole
shares of Unicom Corporation common stock with any fractional
share being paid in cash. The number of shares of Unicom
Corporation common stock to be distributed shall be based on the
current fair market value of a share of the Unicom Corporation's
common stock as determined by the Trustee under Section 6.2(d)
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either (i) as of the Valuation Date coincident with or next
following the Participant's termination of employment for
purposes of Section 7.2 or (ii) in the event of a deferral of
payment made pursuant to the fourth paragraph of this Section
7.5, as of the Valuation Date applicable hereto. Requests for
distribution in the form of Unicom Corporation common stock shall
be made at such time and in such manner as the Committee shall
determine under rules and regulations which are uniformly
applied.
Notwithstanding anything herein to the contrary, 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 loan) which is an eligible
rollover distribution within the meaning of Section 402 of the
Code and which is paid after December 31, 1992, a Participant (or
surviving spouse of a Participant) may elect that all or any
portion of such distribution to which he is entitled which equals
at least $200 shall be directly transferred as a rollover
contribution from the Plan to one of the following: (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 (provided, however, that a surviving spouse of
a Participant may only elect to have such distribution
transferred directly to an individual retirement account or
individual retirement annuity). Notwithstanding the foregoing, a
Participant (or his surviving spouse) shall not be entitled to
elect to have a portion which equals less than the total amount
of such distribution transferred as a rollover contribution as
described in the preceding sentence unless such portion equals at
least $500. If a distribution is one to which Sections
401(a)(11) and 417 of the Code do not apply, such distribution
may commence less than 30 days after the notice required under
Section 1.411(a)-11(c) of the regulations is given, provided
that:
(a) the Committee clearly informs the Participant that
the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable,
a particular distribution option), and
(b) the Participant, after receiving the notice,
affirmatively elects a distribution.
7.6 Designation of Beneficiary: Each Participant from
time to time may designate any person or persons (who may be
designated contingently or successively and who may be an entity
other than a natural person) as the Beneficiary or Beneficiaries
to whom his Account balance shall be paid should he die before
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receipt thereof; provided, however, that effective January 1,
1985 if a Participant who terminates employment on or after
August 23, 1984 is married at the time of his death and the
person so designated is not his surviving spouse, such
designation will not be effective under the Plan unless the
requirements of the last paragraph of this Section 7.6 have been
met in respect of such designation. Each Participant also may
designate in such Beneficiary designation the manner in which his
Account balance shall be paid to his Beneficiary or Beneficiaries
in accordance with Section 7.5. Each Beneficiary designation
shall be in a form prescribed by the Committee and shall be
effective only when filed with the Committee during the
Participant's lifetime. Each Beneficiary designation filed with
the Committee and effective under the Plan shall cancel all
Beneficiary designations previously filed with the Committee.
The revocation of a Beneficiary designation shall not require the
consent of any designated Beneficiary.
If there is no Beneficiary designation that is
effective under the Plan, or if the Beneficiary designated by a
deceased Participant pursuant to an effective designation dies
before him or before complete distribution of the Participant's
Account balance, the Committee shall direct the Trustee to
distribute such Participant's benefits (or the balance thereof)
to the surviving spouse of the Participant or, if the Participant
has no spouse living at the time of his death, to the estate of
the last to die of such Participant and his designated
Beneficiary or Beneficiaries.
If any Participant fails to designate on a Beneficiary
designation effective under the Plan the manner in which his
Account balance shall be paid to his Beneficiary or
Beneficiaries, it shall be paid in such manner as such
Beneficiary or Beneficiaries shall request. If any Beneficiary
shall request payment in accordance with Section 7.5(b), such
Beneficiary shall file a written investment election in
accordance with Section 5.2.
For purposes of the proviso of the first sentence of
this Section 7.6, a Beneficiary designation naming a Beneficiary
who is not the Participant's surviving spouse shall be effective
only if the Participant's surviving spouse consents to such
designation and the surviving spouse's signature on such consent
is witnessed by a Plan representative or a notary public.
Notwithstanding the foregoing sentence, such consent of the
surviving spouse shall not be required if the Participant
establishes to the satisfaction of the Committee that the spouse
cannot be located.
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7.7 Loans:
(a) Authority to Make Loans; Restrictions: Each
Permissible Borrower shall have the right to borrow amounts from
his Accounts in accordance with the following and with any
additional requirements established by the Committee and
uniformly applied:
(1) The Permissible Borrower shall file a written loan
application with the Committee on a form provided by the
Committee for such purpose, together with the required
application fee. If the Permissible Borrower is a
Participant and is married at the time he applies for a
loan, such loan application shall be consented to in writing
by such Permissible Borrower's spouse in the same manner as
provided in Section 7.6 (relating to the designation of
beneficiaries). Only one loan is permitted to a Permissible
Borrower in any calendar year and the aggregate number of
loans to a Permissible Borrower which may be outstanding at
any time may not exceed 5. A loan acceptance fee may be
required by the Committee on each loan in addition to the
required application fee.
(2) The amount of a loan shall not be less than
$1,000, and the aggregate amount of all outstanding loans to
a Permissible Borrower shall not exceed the lesser of (a)
50% of the Permissible Borrower's interest in his or her
Accounts as of the applicable Valuation Date and (b)
$50,000, decreased by the excess of (i) the highest
outstanding balance of all loans from the Plan to the
Permissible Borrower during the 12-month period ending on
the day before the day such loan is made to the Permissible
Borrower, over (ii) the outstanding balance of all loans
from the Plan to the Permissible Borrower on the day such
loan is made to the Permissible Borrower. For purposes of
the preceding sentence the applicable Valuation Date shall
be (a) in the case of a loan application received by the
Committee during the first 15 days of a calendar month, the
second preceding Valuation Date, and (b) in the case of a
loan application received by the Committee after the 15th
day of a calendar month, the immediately preceding Valuation
Date.
(3) The period for repayment of a loan shall be
arrived at by mutual agreement between the Committee and the
Permissible Borrower, but such period shall not exceed five
years from the date on which the loan is made. A loan may
be prepaid, without penalty, after twelve months from the
date the loan is made by delivery to the Committee of cash
in an amount equal to the entire unpaid balance of such
loan. No partial prepayment shall be permitted.
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(4) No loan shall be made to a Permissible Borrower
who is an Employe unless such Permissible Borrower consents
to have substantially equal installment payments deducted
from the Permissible Borrower's regular payroll checks
during the term of the loan.
(5) Each loan shall be evidenced by the Permissible
Borrower's collateral promissory note, in the form
prescribed by the Committee, for the amount of the loan,
with interest, payable to the order of the Trustee, and
shall be secured by an assignment to the Trustee of the
Permissible Borrower's entire right, title and interest in
and to his Accounts.
(6) Each loan shall bear interest at the rate
established by The First National Bank of Chicago for loans
secured by certificates of deposit and in effect on the last
business day of the month preceding the issuance of the
loan.
(7) Failure to pay principal or interest when due
shall result in default and foreclosure proceedings shall be
instituted in accordance with procedures established by the
Committee and in effect from time to time.
(8) If a Permissible Borrower terminates employment,
the outstanding balance of all loans made to such
Permissible Borrower shall become immediately due and
payable; provided, however, that this provision shall not
apply to any Permissible Borrower who qualifies as a
Permissible Borrower under Section 7.7(c)(ii) below. No
distribution, and no withdrawal from a Participant's
Accounts, including a rollover account, shall be made or
permitted to any Permissible Borrower who has borrowed from
the fund or to a Beneficiary of any such Permissible
Borrower, unless and until the loan, including interest, has
been repaid out of the funds otherwise distributable.
(9) Each loan applied for by a Permissible Borrower in
accordance with the requirements of this Section shall be
granted, and disbursement of such loan shall be made, as
soon as practicable after all the necessary documentation
has been executed by the Permissible Borrower and delivered
to the Committee.
(10) No loan shall be made if it would cause the
Plan to be in violation of any provision of law,
including any applicable government regulations.
(b) Loan Subaccount: The Trustee shall establish and
maintain a loan subaccount on behalf of each Permissible Borrower
to whom a loan is made under this Section. Such subaccount shall
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represent the investment of the Permissible Borrower's Account in
such loan. As of the Valuation Date immediately preceding the
date on which a loan is approved, the Permissible Borrower's loan
subaccount shall be credited with the amount of the loan and
thereafter shall be debited with repayments of the principal of
such loan. The various Accounts maintained for the Permissible
Borrower shall be invested in the loan subaccount and debited by
the amount of the loan and credited with payments of interest on,
and repayments of principal of, such loan in accordance with
uniform rules established by the Committee.
(c) Permissible Borrower: For purposes of this
Section 7.7, a Permissible Borrower shall mean (i) a Participant
who is an Employe and (ii) each other Participant or Beneficiary
who is a "party in interest" with respect to the Plan under
Section 3(14) of ERISA.
ARTICLE VIII
Trust Fund
8.1 Trust Fund: All contributions under the Plan
shall be paid to the Trustee and deposited in the Trust Fund.
Except as otherwise provided in this Section 8.1, all assets of
the Trust Fund, including investment income, shall be retained
for the exclusive benefit of Participants and their
Beneficiaries, shall be used to pay benefits to such persons or
to pay expenses of the Plan and Trust, and shall not revert to or
inure to the benefit of the Employers.
Notwithstanding any provision of the Plan to the
contrary, contributions made by an Employer may be returned to
the Employer if the Employer certifies that such return is in
compliance with Section 403(c) of ERISA.
ARTICLE IX
Administration
9.1 Allocation of Responsibility among Fiduciaries for
Plan and Trust Administration: In general, the Company shall be
the "administrator" of the Plan for purposes of ERISA, and shall
have the sole authority to appoint and remove the Trustee,
members of the Committee, and any investment manager which may be
provided for under the Trust and to delegate fiduciary
responsibilities in addition to any delegation provided herein,
and to amend or terminate, in whole or in part, this Plan or the
Trust. The Committee, the members of which shall be "named
fiduciaries" under ERISA, shall have the responsibility for the
day-to-day administration of this Plan, which responsibility is
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specifically described in this Plan. The Trustee shall have the
responsibility for the administration and management of the Trust
Fund, as specifically described in the Trust. The Employers
shall be "named fiduciaries" under ERISA and shall have the
responsibility for making the contributions specified in Sections
4.2 and 4.3. Furthermore, each fiduciary may rely upon any
direction, information or action of another fiduciary as being
proper under this Plan. It is intended that each fiduciary shall
be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under this Plan and shall not be
responsible for any act or failure to act of another fiduciary.
No fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.
9.2 Appointment of the Committee: A Committee
consisting of at least three persons shall be appointed by and
serve at the pleasure of the Board. All usual and reasonable
expenses of the Committee shall be paid out of the Trust Fund as
provided in Section 6.3. Members of the Committee who are
employes of an Employer or Subsidiary shall not receive
compensation with respect to their services for the Committee.
The Company shall notify the Trustee of the members of the
Committee and any changes in membership which may take place from
time to time.
9.3 Claims Procedure: The Committee shall make all
determinations as to the right of any person to a benefit. Any
denial by the Committee of a claim for benefits under the Plan by
a Participant or Beneficiary shall be stated in writing by the
Committee and delivered or mailed to the Participant or
Beneficiary and such notice shall set forth the specific reasons
for the denial, written to the best of the Committee's ability in
a manner that may be understood without legal or actuarial
counsel. In addition, the Committee shall afford a reasonable
opportunity to any Participant or Beneficiary whose claim for
benefits has been denied, to appeal to the chairman of the
Committee for a review of the decision denying the claim. To the
extent that any portion of the benefits of a Participant or
Beneficiary under the Plan are not in dispute, payment of the
undisputed portion shall be made without regard to any disputed
benefits.
9.4 Records and Reports: The Company shall exercise
such authority and responsibility as it deems appropriate in
order to comply with ERISA and governmental regulations issued
thereunder relating to records of Participants' Account balances
and the percentage of such Account balances which is
nonforfeitable under the Plan, notification to Participants,
annual registration with the Internal Revenue Service, and annual
reports to the Department of Labor. Each Employer shall provide
the Company or the Committee with such information as they may
require to administer the Plan.
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9.5 Other Committee Powers and Duties: The Committee
shall have such duties and powers as may be necessary to
discharge its duties hereunder, including, but not by way of
limitation, the following:
(a) to construe and interpret the Plan, decide all
questions of eligibility and determine the amount, manner
and time of payment of any benefits hereunder;
(b) to prescribe procedures to be followed by
Participants or Beneficiaries filing applications for
benefits;
(c) to prepare and distribute, in such manner as the
Committee determines to be appropriate, information
explaining the Plan;
(d) to receive from the Employers and Participants
such information as shall be necessary for the proper
administration of the Plan;
(e) to furnish the Employers, upon request, with such
annual reports with respect to the administration of the
Plan as are reasonable and appropriate;
(f) to receive, review and keep in file (as it deems
convenient or proper) reports of the financial condition,
and the receipts and disbursements, of the Trust Fund;
(g) to allocate the responsibilities of the Committee
among themselves;
(h) to appoint or employ individuals to assist in the
administration of the Plan and other agents it deems
advisable, including legal and actuarial counsel.
The Committee shall have no power to add to, subtract
from, or modify any of the terms of the Plan, or to change or add
to any benefits provided by the Plan, or to waive or fail to
apply any requirements of eligibility for a benefit under the
Plan.
9.6 Rules and Decisions: The Committee may adopt such
rules and actuarial tables as it deems necessary, desirable or
appropriate. All rules and decisions of the Committee shall be
uniformly and consistently applied to all Participants in similar
circumstances. When making a determination or calculation, the
Committee shall be entitled to rely upon information furnished by
a Participant or Beneficiary, the Employers, the legal counsel of
the Employers, or the Trustee.
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9.7 Committee Procedures: The Committee may act at a
meeting or in writing without a meeting. The Committee shall
elect one of its members as chairman and appoint a secretary, who
may or may not be a Committee member. The secretary shall keep a
record of all meetings and forward all necessary communications
to the Employers or the Trustee. The Committee may adopt such
by-laws and regulations as it deems desirable for the conduct of
its affairs. All decisions of the Committee shall be made by the
vote of the majority, including actions in writing taken without
a meeting.
9.8 Authorization of Benefit Payments: The Committee
shall issue directions to the Trustee concerning all benefits
which are to be paid from the Trust Fund pursuant to the
provisions of the Plan, and warrants that all such directions are
in accordance with this Plan.
9.9 Application and Forms for Benefits: The Committee
may require a Participant or Beneficiary to complete and file
with the Committee an application for a benefit and all other
forms approved by the Committee, and to furnish all pertinent
information requested by the Committee. The Committee may rely
upon all such information so furnished it, including the
Participant's or Beneficiary's current mailing address.
9.10 Facility of Payment: Whenever, in the
Committee's opinion, a person entitled to receive any payment of
a benefit or installment thereof hereunder is under a legal
disability or is incapacitated in any way so as to be unable to
manage his financial affairs, the Committee may direct the
payment to be made to such person or to his legal representative
or to a relative or friend of such person for his benefit, or the
Committee may direct that the payment be applied for the benefit
of such person in such manner as the Committee considers
advisable. Any payment of a benefit or installment thereof in
accordance with the provisions of this Section shall be a
complete discharge of any liability for the making of such
payment under the provisions of the Plan.
9.11 Voting of Unicom Corporation Common Stock Held by
Trustee: The Committee will deliver or cause to be delivered, at
least 30 days prior to each meeting of shareowners, to each
Participant who has an investment in Investment Fund A, or in the
event of his death to his Beneficiary, all reports, financial
statements, proxies and proxy soliciting material which are
delivered to owners of Unicom Corporation common stock in
connection with such meeting. Such Participant or Beneficiary
shall have the right to direct the Trustee as to the exercise of
all voting rights with respect to his proportional interest,
determined as of the Valuation Date next preceding such meeting,
in Unicom Corporation common stock held in Investment Fund A.
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Such voting rights shall be exercised by the Trustee only to the
extent directed by such Participant or Beneficiary.
ARTICLE X
Miscellaneous
10.1 Non-guarantee of Employment: Nothing contained
in this Plan shall be construed as a contract of employment
between the Employer and any Employe, or as a right of any
Employe to be continued in the employment of the Employer, or as
a limitation of the right of the Employer to discharge any of its
Employes, with or without cause.
10.2 Rights to Fund Assets: No Employe or Beneficiary
shall have any right to, or interest in, any assets of the Trust
Fund upon termination of his employment or otherwise, except as
provided from time to time under this Plan, and then only to the
extent of the benefits payable under the Plan to such Employe out
of the assets of the Trust Fund. All payments of benefits as
provided for in this Plan shall be made solely out of the assets
of the Trust Fund.
10.3 Non-alienation of Benefit: Except in respect of
(i) the creation, assignment or recognition of a right to any
benefit under the Plan pursuant to the provisions of a "qualified
domestic relations order" as defined in Section 414(p)(1)(A) of
the Code, and (ii) assignments relating to Participant Loans as
provided in Section 7.7, benefits payable under this Plan shall
not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment,
execution or levy of any kind, either voluntary or involuntary,
including any such liability which is for alimony or other
payments for the support of a spouse or former spouse, or for any
other relative of the Employe, prior to actually being received
by the person entitled to the benefit under the terms of the
Plan; and any such attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose
of any right to benefits payable hereunder, shall be void.
Except as provided above, the Trust Fund shall not in any manner
be liable for, or subject to, the debts, contracts, liabilities,
engagements or torts of any person entitled to benefits
hereunder.
10.4 Discontinuance of Employer Contributions: In the
event of permanent discontinuance of contributions to the Plan by
any Employers, the Employer Contribution Accounts of all
Participants who are Employes of such Employer and who are
affected by such discontinuance shall, as of the date of such
discontinuance, become fully vested.
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10.5 Notice of Address: Each Participant or
Beneficiary shall file with the Committee a written notice giving
his post office address and each change of post office address.
Any communication, statement or notice addressed and mailed,
postage prepaid, to such person at his latest post office address
as so filed shall constitute an effective notice upon such person
for all purposes of the Plan, and neither the Trustee, the
Employers nor the Committee shall be obliged to search for or
ascertain the whereabouts of any such person. If any such person
is notified that he is entitled to payment under the Plan, and
also is notified of the provisions of this Section 10.5, and such
person fails to claim his benefits or make his whereabouts known
within one year thereafter, the remaining interest of such person
may be distributed to any one or more of the spouse or next of
kin of the Participant or Beneficiary involved.
10.6 Applicable Law: All questions arising in respect
of the Plan, including those pertaining to its validity,
interpretation and administration, shall be governed, controlled
and determined in accordance with the laws of the state of
Illinois insofar as such laws are not preempted by the laws of
the United States. The Plan is intended to be a profit sharing
plan within the meaning of Sections 401(a)(1) and 401(a)(27) of
the Code.
ARTICLE XI
Amendments and Action by Employer
11.1 Amendments: The Company reserves the right to
make from time to time any amendment or amendments to this Plan
for all Employers which do not cause any part of the Trust Fund
to be used for, or diverted to, any purpose other than the
exclusive benefit of Participants or their Beneficiaries,
provided, however, that the Company may make any amendment it
determines necessary or desirable, with or without retroactive
effect, to comply with IRS or the Code.
11.2 Action by Employers: Any action by the Company
or any Employer under this Plan may be by resolution of its board
of directors, or by any person or persons duly authorized by
resolution of said board of directors to take such action.
ARTICLE XII
Successor Employer and Merger or Consolidation of Plans
12.1 Successor Employer: In the event of the
dissolution, merger, consolidation or reorganization of the
Employer, provision may be made by which the Plan and Trust will
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be continued by the successor (subject to the consent of the
Company); and, in that event, such successor shall be substituted
for the Employer under the Plan. The substitution of the
successor shall constitute an assumption of the Employer's Plan
liabilities by the successor and the successor shall have all of
the powers, duties and responsibilities of the Employer under the
Plan.
12.2 Plan Assets: In the event of any merger or
consolidation of the Plan with, or transfer in whole or in part
of the assets and liabilities of the Trust Fund to, another trust
fund held under any other plan of deferred compensation
maintained or to be established for the benefit of all or some of
the Participants of this Plan, the assets of the Trust Fund
applicable to such Participants shall be transferred to the other
trust fund only if:
(a) each participant would (if either this Plan or the
other plan then terminated) receive a benefit immediately
after the merger, consolidation or transfer which is equal
to or greater than the benefit he would have been entitled
to receive immediately before the merger, consolidation or
transfer (if this Plan had then terminated);
(b) resolution of the Board and of any new or
successor employer of the affected Participants, shall
authorize such transfer of assets; and, in the case of the
new or successor employer of the affected Participants, its
resolutions shall include an assumption of liabilities with
respect to such Participants' inclusion in the new
employer's plan; and
(c) such other plan and trust are qualified under
Sections 401(a) and 501(a) of the Code.
ARTICLE XIII
Plan Termination
13.1 Right to Terminate: In accordance with the
procedure set forth in this Article, the Company may terminate
the Plan at any time, and any Employer as to itself may terminate
the Plan in whole or in part at any time or from time to time.
In the event of the dissolution, merger, consolidation or
reorganization of an Employer, the Plan shall terminate as to
such Employer unless the Plan is continued by a successor to the
Employer in accordance with Section 12.1. The Plan shall also
terminate with respect to an Employer in the event the Plan is
disqualified as to it by the Internal Revenue Service.
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13.2 Partial Termination: Upon termination of the
Plan with respect to a group of Participants which constitutes a
partial termination of the Plan, the Trustee shall allocate and
segregate for the benefit of the Employes then or theretofore
employed by the Employer with respect to which the Plan is being
terminated the proportionate interest of such Participants in the
Trust Fund. The funds so allocated and segregated shall be used
by the Trustee to pay benefits to or on behalf of Participants in
accordance with Section 13.3.
13.3 Liquidation of the Trust Fund: Upon termination
or partial termination of the Plan, the Employer contribution
Accounts of all Participants affected thereby shall become fully
vested, and the Trustee shall distribute the assets remaining in
the Trust Fund, or the portion thereof segregated in accordance
with Section 13.2, after payment of any expenses properly
chargeable thereto, to Participants and Beneficiaries affected in
proportion to their respective Account balances; provided,
however, that no distribution shall be made to any Participant
until he attains age 59-l/2 except in the case of termination of
employment or as otherwise provided in Section 7.3 and further
provided, that no distribution shall be made to affected
Participants if a successor plan, as defined in the applicable
Treasury Regulations, is established or maintained by an
Employer.
13.4 Manner of Distribution: To the extent that no
discrimination in value results, any distribution after
termination or partial termination of the Plan may be made, in
whole or in part, in cash, in securities or other assets in kind,
or in non-transferable annuity contracts, as the Committee (in
its discretion) may determine. All non-cash distributions shall
be valued at fair market value at date of distribution.
ARTICLE XIV
Top-Heavy Provisions
14.1 Top-Heavy Provisions: The following provisions
shall become effective in any Plan Year beginning on or after
January 1, 1984 in which the Plan is determined to be a "top-
heavy plan."
(a) The Plan will be considered a "top-heavy plan" for
a Plan Year if as of the last day of the next preceding Plan
Year (i) the aggregate value of the Accounts of
Participants, including former Participants, who are "key
employes" as defined in Section 416(i)(1) of the Code
exceeds 60% of the aggregate value of the Accounts of all
Participants, including former Participants or (ii) the Plan
is part of a required aggregation group (as defined below)
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and the required aggregation group is top-heavy. However,
and notwithstanding the above, the Plan shall not be
considered a "top-heavy plan" for any Plan Year in which the
Plan is a part of a required or permissive aggregation group
(within the meaning of Section 416(g) of the Code) that is
not top-heavy. For purposes of this subsection, the value
of a Participant's or former Participant's Account shall be
adjusted as provided in Sections 416(g)(3) and (4) of the
Code. A "required aggregation group" shall mean each quali-
fied plan of an Employer or Subsidiary in which a "key
employe" participates and any other qualified plan of an
Employer or Subsidiary that enables any such plan to meet
the requirements of Sections 401(a)(4) or 410 of the Code.
A Participant's or former Participant's compensation (as
defined in Section 4.4) from the Employers and Subsidiaries
for a Plan Year shall be used, where applicable, in
determining whether he is a "key employe."
(b) Notwithstanding the provisions of Article IV to
the contrary, if for any Plan Year the Plan is a "top-heavy
plan," each Employer shall contribute to the Trust Fund in
respect of each of its Employes who is an Eligible Employe
(as hereinafter defined) on the last day of the Plan Year
and who is not a "key employe," an amount equal to the
excess, if any, of (i) over (ii), where (i) is the lesser of
(A) three (3) percent of such Eligible Employe's
compensation (as defined in Section 4.4) from the Employer
for the Plan Year and (B) to the extent permitted under
Section 416(c)(2)(B) of the Code, the percentage of such
Eligible Employe's compensation (as defined in Section 4.4)
from the Employer for the Plan Year equal to the percentage
of compensation (not in excess of the compensation
limitation described in Section 401(a)(17) of the Code),
adjusted for increases in the cost of living pursuant
thereto of employer contributions (excluding for Plan Years
beginning prior to January 1, 1985 contributions made
pursuant to a salary reduction agreement) and forfeitures
allocated for the Plan Year under the Plan and each other
qualified defined contribution plan maintained by the
Employers and Subsidiaries to a "key employe" for whom such
percentage is the highest for such Plan Year, and (ii) is
the sum of (A) the amount of Employer contributions made in
respect of such Eligible Employe under Section 4.3 (and,
effective for Plan Years beginning on or after January 1,
1985, under Section 4.2) for such Plan Year plus the amount
of forfeitures allocated to such Eligible Employe under
Section 6.2(e) for such Plan Year and (B) the amount of
employer contributions (excluding for Plan Years beginning
prior to January 1, 1985 contributions made pursuant to a
salary reduction agreement) and forfeitures allocated to the
Eligible Employe under all other qualified defined
contribution plans maintained by the Employers and
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<PAGE>
Subsidiaries. However, and notwithstanding the above, the
provisions of this Section 14.1(b) shall not apply for any
Plan Year with respect to an Eligible Employe who has
accrued the defined benefit minimum provided under
Section 416 of the Code under a qualified defined benefit
plan maintained by an Employer or any Subsidiary. Any
amount contributed in accordance with this Section 14.1(b)
in respect of an Eligible Employe for a Plan Year shall be
deemed to be a contribution made under Section 4.3 of the
Plan for such Plan Year and shall be made by the Employer on
or before the due date (including extensions) for filing the
Company's consolidated federal income tax return for the
calendar year corresponding to such Plan Year. Any Eligible
Employe for whom such a contribution is made who is not
already a Participant shall, notwithstanding the provisions
of Section 3.2, become a Participant in the Plan as of the
last day of the Plan Year for which the contribution is
made.
(c) For purposes of this Article XIV, "Eligible
Employe" shall mean an Employe who is eligible to
participate in the Plan as provided in Section 3.1 other
than an Employe who is included in a unit of employes
covered by a collective bargaining agreement between employe
representatives and one or more Employers if there is
evidence that retirement benefits have been the subject of
good faith bargaining between such employe representatives
and such Employer or Employers.
IN WITNESS WHEREOF, Commonwealth Edison Company has
caused this instrument to be executed in its name by its
Chairman and its corporate seal to be hereunto affixed, attested
by its Secretary, on this 1st day of July, 1992.
----------
COMMONWEALTH EDISON COMPANY
By:
----------------------------
Chairman
ATTEST:
--------------------------------
Secretary
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Exhibit (4)-4
Unicom Corporation
Form S-8
File No. 33-52109
COMMONWEALTH EDISON
EMPLOYE SAVINGS AND INVESTMENT PLAN TRUST
-----------------------------------------
Retyped to reflect Amendments 1 through 4
<PAGE>
COMMONWEALTH EDISON
EMPLOYE SAVINGS AND INVESTMENT PLAN TRUST
----------------------------------
THIS AGREEMENT, made and entered into at Chicago,
Illinois, this 4th day of March, 1983, by and between
COMMONWEALTH EDISON COMPANY, a corporation organized and existing
under the laws of the State of Illinois (hereinafter referred to
as "Edison"), and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association of Chicago, Illinois, and its corporate
successors (hereinafter referred to as the "Trustee"),
WITNESSETH: That,
WHEREAS, Edison has heretofore adopted the Commonwealth
Edison Employe Savings and Investment Plan for the benefit of
eligible Employes, as therein defined, which plan as from time to
time amended is hereinafter referred to as the "Plan"; and
WHEREAS, Edison desires to establish a trust to be
known as the Commonwealth Edison Employe Savings and Investment
Plan Trust to aid in the proper execution of the Plan;
NOW, THEREFORE, Edison and the Trustee do hereby
declare and agree as follows:
ARTICLE ONE
1.01 The Trustee shall hold for the purposes hereof
all contributions and other property received by it from or at
the direction of Edison or any Employer and the Trustee need not
inquire into the source of any money or property transferred to
it nor into the authority or right of the transferor of such
money or property to transfer such money or property to the
Trustee. All money and other property held by the Trustee
hereunder at the time of reference is referred to herein as the
"Trust Fund." The Trust Fund shall be held by the Trustee in
trust and dealt with in accordance with the provisions of this
Agreement.
1.02 The Trustee shall make such payments from the
Trust Fund as the Committee appointed pursuant to the provisions
of the Plan, and hereinafter referred to generally as the
"Committee," shall from time to time direct in writing. Such
payments may be made directly to such person or persons, natural
or otherwise, at such time and in such amounts as the Committee
directs, and Edison warrants that no direction will be issued to
the Trustee by the Committee other than in accordance with the
terms of the Plan. Words and phrases are used interchangeably in
the Plan and this Agreement, and a word, term or phrase defined
in either is similarly defined for the purposes of the other
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<PAGE>
unless otherwise qualified. The term "Agreement," "herein,"
"hereunder," and similar terms mean this Agreement unless
qualified by the context.
1.03 The Trustee shall not be under any duty to
require payment of any contributions to the Trust Fund, or to see
that any payment made to it is computed in accordance with the
provisions of the Plan, or otherwise be responsible for the
adequacy of the Trust Fund to meet and discharge any liabilities
under the Plan.
ARTICLE TWO
2.01 The Trust Fund shall consist of the following
separate investment funds: the Unicom Corporation Common Stock
Fund, the Fixed Income Securities Fund, the Diversified Fund and,
effective October 1, 1985, the Stated Return Fund. The
respective investment funds shall be managed and invested in
accordance with the following general purposes:
(a) The Unicom Corporation Common Stock Fund
shall be invested primarily in common stock of Unicom
Corporation;
(b) The Fixed Income Securities Fund shall be
invested in major portion in high grade securities with
maturities of 5 years or less from the date of
purchase;
(c) The Diversified Fund shall be invested
primarily in corporate equity securities and corporate
debt securities. Investment may also be in other
appropriate investments, including but not limited to,
real estate, foreign securities and venture capital
opportunities;
(d) The Stated Return Fund shall be invested
primarily in one or more investment contracts issued by
either (i) an insurance carrier or carriers or (ii) a
bank or banks;
(e) The Stock Index Fund shall be established
effective October 1, 1989, and shall be invested
primarily to perform as closely as possible to the
Standard and Poor's 500 Composite Stock Price Index.
Each investment fund may also invest any cash balances
held from time to time in short term cash equivalents having
ready marketability, including but not limited to, U.S. Treasury
Bills, commercial paper, certificates of deposit of the Trustee,
bankers acceptances, collective investment funds established for
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<PAGE>
cash management purposes, and similar type securities with a
maturity not to exceed fifteen months.
The Fixed Income Securities Fund, the Diversified Fund
and the Stock Index Fund may be invested through common,
collective or pooled investment funds to the extent such funds
meet the investment criteria set forth in this Section 2.01.
Edison may direct the Trustee to establish additional
investment funds.
Transfers between the investment funds may only be made
on Committee direction as of the first day of any month.
2.02 Consistent with the provisions of Section 2.01,
the Trustee, subject to Edison's power of direction provided in
Section 2.07, is authorized and empowered and, in respect of
paragraph (a), (b) and (f) (iii), directed:
(a) to invest and reinvest the Unicom Corporation
Common Stock Fund, without distinction between
principal and income, in common stock of Unicom
Corporation;
(b) to invest cash dividends received on Unicom
Corporation common stock held by the Unicom Corporation
Common Stock Fund, less any expenses to be paid from
such dividends in accordance with the directions of the
Committee, in Unicom Corporation's common stock and
such investment may be made through any dividend
reinvestment plan established by Unicom Corporation if
directed by the Committee;
(c) to invest and reinvest each of the Fixed
Income Securities Fund and the Balanced Fund, without
distinction between principal and income, in such
stocks, bonds, notes, mortgages or other obligations,
trust and participation certificates, beneficial
interests in any trust, including, but not limited to,
trusts which the Trustee may create or has created
alone or in participation with others, including common
or collective or pooled investment funds, leaseholds,
or in such other property, or interests therein,
whether real or personal, and wherever situate, as the
Trustee deems proper, without any requirement that any
investment be productive of income;
(d) to keep any cash as may be reasonable and
practicable under the circumstances on deposit in its
own banking department or elsewhere as the Trustee
elects and the Trustee shall not be required to pay
interest on any such cash held by it;
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<PAGE>
(e) to sell by private contract or at public
auction, exchange, convey, transfer or otherwise
dispose of any property held by it, and no person
dealing with the Trustee shall be bound to see to the
application of the purchase money or property delivered
to the Trustee, to inquire into the validity,
expediency or propriety of any such sale or other
disposition, or to inquire into the terms of this
Agreement or to see that such terms are complied with;
(f) with respect to the Unicom Corporation Common
Stock Fund, (i) to vote the common stock of Unicom
Corporation only as and to the extent directed by the
Participant or Beneficiary with respect to his
proportional interest in such fund as provided in
Section 9.11 of the Plan; (ii) to give, to the extent
it has received direction to vote, proxies or powers of
attorney with or without power of substitution; (iii)
to exercise to the extent cash is available any
conversion privileges, subscription rights or other
options for the purchase of additional Unicom
Corporation common stock and to make any payments
incidental thereto; and (iv) to participate in any
corporate reorganization or other change affecting
Unicom Corporation common stock;
(g) with respect to the Fixed Income Securities
Fund and the Balanced Fund, to vote upon any stocks,
bonds or other securities; to give general or special
proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges,
subscription rights or other options and to make any
payments incidental thereto; to consent to or otherwise
participate in corporate reorganizations or other
changes affecting corporate securities and to delegate
discretionary powers and to pay any assessments or
charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to
stocks, bonds, notes or other property held in each
such investment fund;
(h) to make, execute, acknowledge and deliver any
and all documents of transfer and conveyance and any
and all other instruments that may be necessary or
appropriate to carry out the powers herein granted;
(i) to register any investment held in the Trust
Fund in its own name or in the name of a nominee and to
hold any investment in bearer form, but the books and
records of the Trustee shall at all times show that all
such investments are part of the Trust Fund;
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<PAGE>
(j) to employ suitable agents or custodians, and
to employ counsel who may but need not be counsel for
Edison; and the Trustee shall be fully protected in
acting upon the advice of such counsel;
(k) to require, before making any payment as
directed pursuant to Section 1.02 hereof, such
releases, indemnities or other documents from any
lawful taxing authority or governmental body,
department or agency as it may consider necessary for
its protection without any liability for payment of
interest on funds retained by it pending receipt by it
of such releases, indemnities or other documents; and
(l) to do all acts, whether or not expressly
authorized, which it may deem necessary or proper for
the protection of the property held hereunder.
In determining whether the Trustee has complied
with Section 404(a)(1)(B) of the Employee Retirement
Income Security Act of 1974, as heretofore or hereafter
amended ("ERISA"), or under any comparable section of
any future legislation which amends, supplements, or
supersedes said Section, the Trust Fund shall be
considered in its entirety and separate investments and
transactions shall not be considered in making such a
determination.
2.03 The Trustee shall maintain or cause to be
maintained the records showing the interest of each Participant
under the Trust Fund as directed by the Committee.
2.04 Edison intends that the Trust herein created
shall qualify as an "Exempt Organization" within the meaning of
Section 501(a) of the Internal Revenue Code of 1954, as amended
from time to time (the "Code"), or under any comparable Section
of any future legislation which amends, supplements, or
supersedes said Section, and until advised to the contrary, the
Trustee may assume that the Trust is so qualified and is entitled
to tax exemption.
2.05 Any investment manager appointed pursuant to
Section 2.07 is specifically authorized to invest and reinvest
any part or all of the Trust Fund assets subject to its
investment direction in any common, collective or pooled trust
fund maintained by any bank or trust company (whether or not
acting as a trustee, co-trustee or agent for the Trustee
hereunder) as a medium for the collective investment of funds of
pension, profit sharing or other employee benefit plans, which
are qualified under Section 401(a) and exempt from taxation under
Section 501(a) of the Code. Any assets deposited with the
trustee of a collective trust fund shall be held and invested by
the trustee thereunder pursuant to all the terms and conditions
-6-
<PAGE>
of the trust agreement or declaration of trust establishing such
trust fund, which agreement or declaration is hereby incorporated
herein by reference and shall prevail over any contrary provision
of this Agreement.
2.06 To the extent permitted by law or regulations or
rulings thereunder, any investment in stocks, bonds, notes or
other securities or property shall not be deemed an improper or
imprudent investment merely because the Trustee has individually
participated in the issuance, underwriting or original sale,
whether as a member of a syndicate, participation, or any other
way, or a part or all of the proceeds received by the issuer or
seller are to be used to satisfy any obligations of the issuer or
seller to the Trustee individually.
2.07 Edison may direct the Trustee to segregate all or
a portion of the Trust Fund in a separate investment account or
accounts and may appoint an investment manager, as defined in
ERISA, to direct the investment and reinvestment of each such
investment account or accounts. In such event, Edison shall
notify the Trustee of the appointment of such investment manager.
Thereafter, the Trustee shall make every sale or investment as
directed in writing by the investment manager. It shall be the
duty of the Trustee to act strictly in accordance with each
direction. The Trustee shall be under no duty to question any
such direction of the investment manager, to review any
securities or other property held in any such investment account
or accounts acquired by it pursuant to such directions or to make
any recommendations to the investment managers with respect to
such securities or other property. Notwithstanding the
foregoing, the Trustee, without obtaining prior approval or
direction from an investment manager, shall invest cash balances
held by it from time to time in short term cash equivalents
including, but not limited to, units in its short term collective
investment fund if otherwise permitted by the terms of this
Agreement, U.S. Treasury Bills, commercial paper (including such
forms of commercial paper as may be available through the
Trustee's Trust Department), certificates of deposit (including
those issued by the Trustee), and similar type securities, with a
maturity not to exceed one year; and, furthermore, sell such
short term investments as may be necessary to carry out the
instructions of an investment manager regarding more permanent
type investment and directed distributions. The Trustee shall
not be liable or responsible for any loss resulting to the Trust
Fund by reason of any sale or investment made pursuant to the
direction of an investment manager nor by reason of the failure
to take any action with respect to any investment which was
acquired pursuant to any such direction in the absence of further
directions of such investment manager. Notwithstanding anything
in this Agreement to the contrary, the Trustee shall be
indemnified and saved harmless by Edison from and against any and
all personal liability to which the Trustee may be subjected by
carrying out any directions of an investment manager issued
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<PAGE>
pursuant hereto or for failure to act in the absence of
directions of the investment manager including all expenses
reasonably incurred in its defense in the event Edison fails to
provide such defense; provided, however, the Trustee shall not be
so indemnified if it participates knowingly in, or knowingly
undertakes to conceal, an act or omission of an investment
manager, having actual knowledge that such act or omission was a
breach of fiduciary duty; provided further, however, that the
Trustee shall not be deemed to have knowingly participated in or
knowingly undertaken to conceal an act or omission of an
investment manager with knowledge that such act or omission was a
breach of fiduciary duty by merely complying with directions of
an investment manager or for failure to act in the absence of
directions of an investment manager or by reason of maintaining
accounting records. The Trustee may rely upon any order,
certificate, notice, direction or other documentary confirmation
purporting to have been issued by the investment manager which
the Trustee believes to be genuine and to have been issued by
such investment manager. The Trustee shall not be charged with
knowledge of the termination of the appointment of any investment
manager until it receives written notice thereof from Edison.
2.08 The Trustee shall have full power to apply for or
otherwise acquire, deal with and dispose of annuity or other
forms of insurance company contracts, pay premiums, purchase
payments, or other forms of consideration therefor and exercise
any and all rights, privileges, options and elections thereunder,
but shall exercise such power and execute documents pertaining
thereto only in the form and manner and to the extent from time
to time directed by the Committee. The Trustee shall have no
duty to question the propriety of any such direction or to
inquire into the terms, provisions, or value of any documents
executed by it pursuant thereto, or of any insurance company
contracts acquired by it, it being the duty of the Committee to
direct the Trustee with respect thereto regardless of the terms
and provisions of such insurance company contracts. The Trustee
shall be indemnified and saved harmless by Edison from and
against any and all personal liability to which the Trustee may
be subjected by reason of acting pursuant hereto or by the
retention of or failure to take any action whatsoever with
respect to any insurance company contracts in the absence of
further directions of the Committee; and the Trustee shall be
reimbursed by Edison for all expenses reasonably incurred in its
defense in the event Edison fails to provide such defense.
Payment of a part or all of the value of the interest of a
distributee to an insurance company as directed by the Committee
or delivery of an insurance company contract to the Committee or
to the person designated by it shall constitute a full release
and discharge of the Trustee with respect thereto.
2.09 No person, including insurance carriers, shall be
obliged to see to the application of any money paid or property
delivered to the Trustee, nor shall any such person by required
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<PAGE>
to take cognizance of the provisions of this Agreement or the
Plan, nor to question the authority of the Trustee to do any act
as respects any policy or contract nor the authority of the
Trustee to receive and receipt for any money becoming due and
payable under any policy or contract according to its terms nor
the authority of the Trustee to exercise any incidents of
ownership in any policy, nor be obliged to inquire as to whether
or not the Trustee has secured the direction, consent or approval
of the Committee to any proposed action.
ARTICLE THREE
3.01 The expenses incurred by the Trustee in the
administration of the Trust Fund, including fees for legal
services rendered to the Trustee, such compensation to the
Trustee as may be agreed upon from time to time between Edison
and the Trustee, all other proper charges and expenses of the
Trustee and of its agents and counsel, and all expenses incurred
by Edison, the Employers and the Committee in the administration
of the Plan, or otherwise, including, but not limited to,
accounting and legal expenses, shall be paid from the Trust Fund
in accordance with the terms of the Plan. All taxes of any and
all kinds whatsoever that may be levied or assessed under
existing or future laws upon the Trust Fund or the income
thereof, and investment expenses, shall be paid from the Trust
Fund. The Committee may in its discretion allocate specific
expenses and charges to a particular investment fund.
3.02 The Trustee shall be indemnified and saved
harmless by Edison from and against any and all personal
liability to which the Trustee may be subjected by reason of any
act done or omitted to be done in its official capacity in
carrying out any directions of Edison or the Committee issued in
accordance with this Agreement, including the holding of Unicom
Corporation common stock, and the Trustee shall be reimbursed by
Edison for all expenses reasonably incurred in its defense in the
event Edison fails to provide such defense.
3.03 The Trustee shall keep accurate and detailed
accounts of all investments, receipts, disbursements and other
transactions hereunder, and all accounts, books and records
relating thereto shall be open to inspection and audit at all
reasonable times by any person designated by Edison. As of the
close of each month, or as of the close of such other accounting
period as Edison may from time to time designate, and as of the
date of the removal or resignation of the Trustee as provided in
Section 3.04 hereof, the Trustee shall file with Edison a written
account setting forth all investments, receipts, disbursements
and other transactions effected by it during the period from the
date of its last such account and a list of the assets of each
investment fund of the Trust Fund at the close of such period.
It shall be the duty of Edison to review such written account
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<PAGE>
promptly within 90 days from the date of filing any such account
and the Trustee shall be forever released and discharged from all
liability and accountability to anyone with respect to the
propriety of its acts and transactions shown in such account
except with respect to any such acts or transactions as to which
Edison shall within such 90-day period file written objections
with the Trustee. The approval of any accounting, act or
procedure by Edison shall be a full acquittance and discharge to
the Trustee with respect thereto. Nothing herein contained,
however, shall be deemed to preclude the Trustee's right to have
its account judicially settled by a court of competent
jurisdiction.
3.04 The Trustee may be removed by action of the Board
of Directors of Edison at any time upon 30 days' notice in
writing to the Trustee. The Trustee may resign at any time upon
30 days' notice in writing to Edison. In either case, the
necessity for such 30 days' notice may be waived by the mutual
agreement of the Trustee and Edison. Upon such removal or
resignation of the Trustee, Edison shall appoint a successor
trustee who shall have the same powers and duties as those
conferred upon the Trustee hereunder, and upon acceptance of such
appointment by the successor trustee, the Trustee shall assign,
transfer and pay over to such successor trustee the funds and
properties then constituting the Trust Fund. The Trustee is
authorized, however, to reserve such reasonable sum of money as
it may deem advisable, to provide for any sums chargeable against
the Trust Fund for which it may be liable, and for payment of its
fees and expenses in connection with the settlement of its
account or otherwise, and any balance of such reserve remaining
after the payment of such fees and expenses shall be paid over to
the successor trustee.
ARTICLE FOUR
4.01 Any action by Edison pursuant to any of the
provisions of this Agreement, except as provided in Sections 3.04
and 5.02 hereof, shall be by written instruction signed by its
President or one of its Vice Presidents, or by written instrument
executed by any person authorized by any one of the above to take
such action; and the Trustee shall be fully protected in acting
in accordance with any such written instrument received by it.
4.02 All notices, orders, requests and instructions of
the Committee to the Trustee shall be in writing signed by any
one of its members or by its Secretary and the Trustee shall act
and shall be fully indemnified and saved harmless by Edison
pursuant to Section 3.02 of this Agreement in acting in reliance
upon and in accordance with such notices, orders, requests and
instructions, and shall have no duty to see to the application of
any funds paid in accordance therewith. Edison by any one of its
officers will certify to the Trustee the appointment and
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<PAGE>
termination of office of members of the Committee and the
Committee's Secretary and the Trustee shall not be charged with
knowledge thereof until it receives such notice.
4.03 Evidence required of anyone under this Agreement
may be by certificate, affidavit, endorsement or any other
written instrument which the person acting in reliance thereon
believes to be pertinent, reliable and genuine, and to have been
signed, made or presented by the proper and duly authorized party
or parties.
4.04 Whenever the Trustee shall deem it necessary that
a matter be proved prior to taking, suffering or omitting any
action, such matter shall be deemed to be conclusively proved by
the certificate of Edison or the Committee delivered to the
Trustee, but the Trustee, in its discretion, may, in lieu of such
certification, accept or may require such other or further
evidence as it may deem sufficient.
ARTICLE FIVE
5.01 In the event of the termination of the Plan as
provided therein, Edison shall apply to the U.S. Treasury
Department for a determination letter that such termination does
not adversely affect the qualified status of the Plan nor the tax
exempt status of this Trust under the appropriate sections of the
Code. Upon receipt of a copy of a favorable determination letter
issued by the U.S. Treasury Department, the Trustee shall dispose
of the Trust Fund in accordance with the written order of the
Committee. In the event the U.S. Treasury Department issues an
adverse determination letter, the Trustee shall dispose of the
Trust Fund in accordance with the written order of the Committee;
provided, however, that the Trustee is authorized to reserve such
sums of money as it may deem advisable to provide for any taxes
for which it believes it may be liable or may be chargeable
against the Trust Fund to pay such taxes. In any event, the
Trustee is authorized, before disposing of the Trust Fund
pursuant to this Section 5.01, to reserve such sums of money as
it may deem advisable to provide for any sums chargeable against
the Trust Fund for which it may be liable and for payment of its
fees and expenses in connection with the settlement of its
account or otherwise and to pay such charges, fees and expenses.
Any balance of any such sums reserved remaining after the payment
of such taxes, charges, fees and expenses shall be disposed of in
accordance with the written order of the Committee. Edison has
the duty to make certain and warrants that any disposition of the
Trust Fund or any portion thereof hereunder shall be in
accordance with the provisions of ERISA and that the conditions
of the following sentence shall be met with respect to such
disposition and the Trustee shall have no duty with respect
thereto. At no time shall any part of the corpus or income of
the Trust Fund, after deducting any expenses properly chargeable
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<PAGE>
to the Trust Fund, be used for or diverted to purposes other than
for the exclusive benefit of persons having an interest therein
under the Plan except as provided in Section 8.1 of the Plan.
5.02 By action of its Board of Directors, Edison
reserves the right at any time and from time to time by written
instrument delivered to the Trustee to alter or amend this
Agreement in whole or in part; provided, however, that no such
alteration or amendment, under any circumstances, shall be valid,
the effect of which would be: (a) to revest in the Employers any
interest in the assets of the Trust Fund or any part thereof
(except to the extent permitted under Section 8.1 of the Plan);
or (b) to divest any person having an interest thereunder, except
that amendments may be so made if, in the opinion of Edison's
counsel, such action is necessary to meet the requirements of
Section 401 of the Code; or (c) to change the rights, powers or
duties of the Trustee without its consent.
5.03 In the event of the merger or consolidation of
Edison or any Employer or other circumstances whereby a successor
person, firm or company shall continue to carry on all or a
substantial part of its business, and such successor shall elect
to carry on the provisions of the Plan as therein provided, such
successor, subject to the consent of Edison with respect to an
Employer other than Edison, shall be substituted for Edison or
such Employer, as the case may be, hereunder, upon the filing in
writing of its election so to do with the Trustee. The Trustee
may, but need not, rely on the certification of an officer of
Edison, and a certified copy of a resolution of the Board of
Directors of such successor, reciting the facts, circumstances
and consummation of such succession and the election of such
successor to continue the Plan as conclusive evidence thereof,
without requiring any additional evidence.
5.04 Nothing contained in the Plan, either expressly
or by implication, shall be deemed to impose any powers, duties
or responsibilities on the Trustee other than those set forth in
this Agreement.
5.05 Subject to the provisions of ERISA relating to
parties entitled to participate in proceedings relating to the
Plan and Trust, necessary parties to any accounting, litigation
or other proceedings shall include only the Trustee and Edison
and the settlement or judgment in any such case in which Edison
is duly served or cited shall be binding upon all Participants of
the Plan, and their beneficiaries and estate, and upon all
persons claiming by, through or under them.
5.06 The right to distributions directed to be made
hereunder may not be voluntarily or involuntarily sold,
transferred or assigned by any Participant, or by any
Beneficiary, nor shall they be in any way liable to the claim of
any creditor of any such person.
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5.07 If any payment of a benefit hereunder mailed by
U.S. Mail to the last address of the payee furnished the Trustee
by the Committee is returned unclaimed, the Trustee shall notify
the Committee and shall discontinue further payments to such
payee until it receives the further instructions of the
Committee.
5.08 This Agreement shall be construed and enforced
according to the laws of the State of Illinois, and all
provisions hereof shall be administered according to the laws of
said State insofar as such laws are not preempted by the
provisions of ERISA.
5.09 Notwithstanding any provision of this Agreement
to the contrary, contributions made by Edison or any Employer may
be returned to Edison or such Employer if Edison or such Employer
certifies that such return is in compliance with Section 403(c)
of ERISA.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their respective duly authorized
officers and their corporate seals to be hereunto affixed and
attested as of the day and year first above written.
COMMONWEALTH EDISON COMPANY
By
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President
ATTEST:
-----------------------------
Secretary
THE FIRST NATIONAL BANK OF CHICAGO
By
--------------------------------
Vice President
ATTEST:
------------------------------
Trust Officer
-13-
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. 1
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. 1 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 Savings and Investment Plan 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 Savings and Investment Plan 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 Savings and Investment Plan 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 Savings and Investment Plan 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 Savings and Investment Plan 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 Savings and Investment Plan 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 Savings and Investment Plan 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 Savings and Investment Plan 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 Savings and Investment Plan 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)
