<PAGE>
As filed with the Securities and Exchange Commission
on May 30, 1996
Registration No. 333-_______
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
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 Identification No.)
Incorporation or Organization)
37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois 60690-3005
(Address of Principal Executive Offices) (Zip Code)
Unicom Corporation
1996 Directors' Fee 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) 394-7399
(Name and Address of Agent for Service)
Copy to:
Richard W. Astle
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
<TABLE>
<CAPTION>
=================================================================================================================
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 200,000 shares $ 28.00 $5,600,000 $1,932.00
without par value
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low sale prices of the common
shares, without par value, of Unicom Corporation on the New York Stock
Exchange on May 24, 1996.
<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 the Registrant for the year
ended December 31, 1995.
(b) Quarterly Report on Form 10-Q of the Registrant for the
quarterly period ended March 31, 1996.
(c) Current Reports on Form 8-K of the Registrant dated January
26, 1996, February 20, 1996 and March 14, 1996, respectively, and
Current Report on Form 8-K/A-1 of the Registrant dated March 14, 1996.
(d) The description of the Registrant's common stock, without
par value (the "Common Stock"), which is contained in the registration
statement on Form 8-B filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any subsequent amendment or
any report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and 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 Registration Statement 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain provisions of the Illinois Business Corporation Act of
1983, as amended (the "BCA"), 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. In addition, the Registrant's Articles
of Incorporation provide, as permitted by the BCA, that directors shall not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except (i) for breaches of their duty of loyalty to the Registrant or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation
II-1
<PAGE>
of law, (iii) under Section 8.65 of the BCA, and (iv) for transactions from
which a director derived an improper personal benefit.
The Registrant maintains liability insurance policies which
indemnify the Registrant's directors and officers, the directors and officers of
subsidiaries of the Registrant, and the trustees of the Commonwealth Edison
Company Service Annuity Fund and the Commonwealth Edison Company of Indiana,
Inc. Service Annuity Fund, 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.
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 Registration Statement are listed
on the accompanying Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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;
II-2
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 30th day of May,
1996.
UNICOM CORPORATION
By: /s/ James J. O'Connor
-------------------------------------
James J. O'Connor, Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of May, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ James J. O'Connor Chairman and Chief Executive Officer
----------------------------- and Director
James J. O'Connor (principal executive officer)
/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
------------------------------
Edward A. Brennan
* Director
------------------------------
James W. Compton
* Director
------------------------------
Sue L. Gin
* Director
------------------------------
Donald P. Jacobs
* Director
------------------------------
Edgar D. Jannotta
* Director
------------------------------
George E. Johnson
Director
------------------------------
Edward A. Mason
* Vice Chairman and Director
------------------------------
Leo F. Mullin
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
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
-------------------------------------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------- -----------------------
<S> <C>
(4)-1 Articles of Incorporation, as amended, of the Registrant (File No.
1-11375, Form 10-K for the year ended December 31, 1994, Exhibit
(3)-1), which is incorporated herein by reference.
(4)-2 By-Laws of the Registrant (File No. 1-11375, Form 10-K for the
year ended December 31, 1995, Exhibit (3)-3), which is
incorporated herein by reference.
(4)-3 Unicom Corporation 1996 Directors' Fee Plan, filed as Appendix A
to the Registrant's Proxy Statement dated April 8, 1996 (File No.
1-11375), which is incorporated herein by reference.
*(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.
</TABLE>
____________________
*Filed herewith.
II-5
<PAGE>
Exhibit (5)
Unicom Corporation
Form S-8 File No. 333-
[LETTERHEAD OF SIDLEY & AUSTIN]
May 30, 1996
Unicom Corporation
10 South Dearborn Street, 37th Floor
P. O. Box A-3005
Chicago, Illinois 60690-3005
Re: 200,000 Shares of Common Stock, no par value,
to be issued pursuant to the Unicom Corporation
1996 Directors' Fee Plan
-----------------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Unicom Corporation, an Illinois corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of
200,000 shares of Common Stock, without par value (the "New Common Stock"), of
the Company to be issued pursuant to the Unicom Corporation 1996 Directors' Fee
Plan (the "Plan").
We are familiar with the Articles of Incorporation and By-laws of the
Company currently in effect and the resolutions adopted to date by the Board of
Directors of the Company relating to the Plan and the Registration Statement.
In this connection, we have examined originals, or copies of originals
certified or otherwise identified to our satisfaction, of such records of the
Company and other corporate documents, have examined such questions of law and
have satisfied ourselves as to such matters of fact as we have considered
<PAGE>
relevant and necessary as a basis for the opinions set forth herein. We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons and the
conformity with the original documents of any copies thereof submitted to us for
our examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Illinois.
2. The shares of the New Common Stock will be legally issued, fully
paid and non-assessable when (i) the Registration Statement shall have
become effective under the Securities Act and (ii) certificates
representing such shares shall have been duly executed, countersigned and
registered and duly delivered to the participants in the Plan in accordance
with the provisions thereof.
This opinion is limited to the laws of the State of Illinois and the
federal laws of the United States of America.
We do not find it necessary for purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the "Blue Sky" or
securities laws of the various states to the issuance of the New Common Stock.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
Sidley & Austin
<PAGE>
Exhibit (23) - 2
Unicom Corporation
Form S-8
File No. 333 -
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement of our reports dated
January 26, 1996, included or incorporated by reference in Unicom Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995, our report
dated May 9, 1996 included in Unicom Corporation's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1996, and our report dated January 26,
1996 included in Unicom Corporation's Current Report on Form 8-K dated January
26, 1996. We also hereby consent to all references to our Firm included in this
Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 30, 1996
<PAGE>
Exhibit (24)
Unicom Corporation
Form S-8 File No. 333-
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, LEO F.
MULLIN, 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 Registration Statement under the Securities Act of 1933
relating to the issuance by Unicom Corporation of up to 200,000 shares of its
Common Stock under the Unicom Corporation 1996 Directors' Fee Plan and any and
all amendments or supplements to such Registration Statement; 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 24th day of May,
1996.
/s/ Edward A. Brennan
------------------------------
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. BRENNAN, 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 24th day of May, 1996.
/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, LEO F.
MULLIN, 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 Registration Statement under the Securities Act of 1933
relating to the issuance by Unicom Corporation of up to 200,000 shares of its
Common Stock under the Unicom Corporation 1996 Directors' Fee Plan and any and
all amendments or supplements to such Registration Statement; 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 29th day of May,
1996.
/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 29th day of May, 1996.
/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, LEO F.
MULLIN, 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 Registration Statement under the Securities Act of 1933
relating to the issuance by Unicom Corporation of up to 200,000 shares of its
Common Stock under the Unicom Corporation 1996 Directors' Fee Plan and any and
all amendments or supplements to such Registration Statement; 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 24th day of May,
1996.
/s/ Sue L. 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 24th day of May, 1996.
/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, LEO F.
MULLIN, 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 Registration Statement under the Securities Act of 1933
relating to the issuance by Unicom Corporation of up to 200,000 shares of its
Common Stock under the Unicom Corporation 1996 Directors' Fee Plan and any and
all amendments or supplements to such Registration Statement; 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 28th day of May,
1996.
/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 28th day of May, 1996.
/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, LEO F.
MULLIN, 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 Registration Statement under the Securities Act of 1933
relating to the issuance by Unicom Corporation of up to 200,000 shares of its
Common Stock under the Unicom Corporation 1996 Directors' Fee Plan and any and
all amendments or supplements to such Registration Statement; 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 24th day of May,
1996.
/s/ Edgar D. Jannotta
------------------------------
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 EDGAR D. JANNOTTA, 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 24th day of May, 1996.
/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, LEO F.
MULLIN, 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 Registration Statement under the Securities Act of 1933
relating to the issuance by Unicom Corporation of up to 200,000 shares of its
Common Stock under the Unicom Corporation 1996 Directors' Fee Plan and any and
all amendments or supplements to such Registration Statement; 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 24th day of May,
1996.
/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 24th day of May, 1996.
/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 and Officer of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J. O'CONNOR 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 other) to
execute in the name and on behalf of the undersigned as such Director and
Officer, a Registration Statement under the Securities Act of 1933 relating to
the issuance by Unicom Corporation of up to 200,000 shares of its Common Stock
under the Unicom Corporation 1996 Directors' Fee Plan and any and all amendments
or supplements to such Registration Statement; 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 24th day of May,
1996.
/s/ Leo F. Mullin
------------------------------
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 LEO F. MULLIN, 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 24th day of May, 1996.
/s/ Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
