<PAGE>
<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission
on August 22, 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)
Commonwealth Edison
Employee 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
- --------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered (1) Registered Price Per Share (2) Offering Price (2) Registration Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 350,000 shares $23.9375 $8,378,125 $2,890.00
without par value
- --------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) 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 August 19, 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) Annual Report on Form 11-K of the Plan for the year ended December
31, 1995.
(c) Quarterly Reports on Form 10-Q of the Registrant for the quarterly
periods ended March 31, 1996 and June 30, 1996, respectively.
(d) 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.
(e) 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 and all documents filed by the employee
benefit plan described herein pursuant to Section 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.
II-1
<PAGE>
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 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.
The Registrant will submit or has submitted the employee benefit plan
described herein and any amendments thereto to the Internal Revenue Service (the
"IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
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
II-2
<PAGE>
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;
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
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 22nd day of
August, 1996.
UNICOM CORPORATION
By: 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 22nd day of August, 1996.
Signature Title
--------- -----
James J. O'Connor Chairman and Chief Executive Officer and
- ------------------------------ Director (principal executive officer)
James J. O'Connor
John C. Bukovski Vice President
- ------------------------------ (principal financial officer)
John C. Bukovski
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
* President and Director
- ------------------------------
Samuel K. Skinner
*By: 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 Committee administering the Commonwealth Edison Employee Savings and
Investment Plan 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 22nd day of August, 1996.
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
By: John C. Bukovski
-------------------------------------
John C. Bukovski
Member of the Committee
II-5
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
-------------------------------------------
Exhibit
Number Description of Document
- -------- -----------------------
(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 Amendment to By-Laws of the Registrant, effective July 18, 1996.
*(4)-4 Commonwealth Edison Employee Savings and Investment Plan (as amended
and restated as of January 1, 1995) and Amendment No. 1 thereto.
*(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.
<PAGE>
Exhibit (4)-3
Unicom Corporation
Form S-8 File No. 333-
Unicom Corporation
------------------
Board of Directors
------------------
July 18, 1996
-------------
Amendment to By-Laws
--------------------
RESOLVED: That, effective July 18, 1996, the
Company's By-Laws are amended as follows:
Section 1 of Article IV is amended by
deleting in the second sentence the word
"four" and inserting in lieu thereof the word
"five".
<PAGE>
Exhibit (4)-4
Unicom Corporation
Form S-8 File No. 333-
COMMONWEALTH EDISON
EMPLOYEE SAVINGS AND INVESTMENT PLAN
As Amended and Restated
Effective as of January 1, 1995
<PAGE>
COMMONWEALTH EDISON EMPLOYEE SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
ARTICLE 1 TITLE, PURPOSE AND EFFECTIVE DATES........................... 1
ARTICLE 2 DEFINITIONS.................................................. 2
ARTICLE 3 PARTICIPATION................................................ 6
Section 3.1. Eligibility for Participation........................... 6
Section 3.2. Applications for Before-Tax Contributions
and After-Tax Contributions............................. 7
Section 3.3. Transfer to Affiliates.................................. 8
ARTICLE 4 EMPLOYER CONTRIBUTIONS....................................... 9
Section 4.1. Before-Tax Contributions................................ 9
Section 4.2. $7,000 Annual Limit on Before-Tax
Contributions........................................... 11
Section 4.3. Employer Matching Contributions......................... 13
Section 4.4. Limitations on Contributions for
Highly-Compensated Eligible Employees................... 14
Section 4.5. Limitation on Employer Contributions.................... 24
ARTICLE 5 EMPLOYEE CONTRIBUTIONS....................................... 25
Section 5.1. After-Tax Contributions................................. 25
Section 5.2. Rollover Contributions.................................. 26
Section 5.3. Special Accounting Rules for Rollover
Contributions........................................... 28
ARTICLE 6 TRUST AND INVESTMENT FUNDS................................... 29
Section 6.1. Trust................................................... 29
Section 6.2. Investment Funds........................................ 29
ARTICLE 7 PARTICIPANT ACCOUNTS AND INVESTMENT ELECTIONS................ 30
Section 7.1. Participant Accounts and Investment
Elections............................................... 30
Section 7.2. Allocation of Net Income of Trust Fund and
</TABLE>
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Page
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<S> <C>
Fluctuation in Value of Trust Fund Assets............... 33
Section 7.3. Allocations of Contributions Among
Participants' Accounts.................................. 34
Section 7.4. Limitations on Allocations Imposed by
Section 415 of the Code................................. 35
ARTICLE 8 WITHDRAWALS AND DISTRIBUTIONS................................ 40
Section 8.1. Withdrawals and Distributions Prior to
Termination of Employment............................... 40
Section 8.2. Loans to Participants................................... 44
Section 8.3. Distributions Upon Termination of
Employment.............................................. 47
Section 8.4. Time of Distribution.................................... 53
Section 8.5. Designation of Beneficiary.............................. 55
Section 8.6. Distributions to Minor and Disabled
Distributees............................................ 57
Section 8.7. "Lost" Participants and Beneficiaries................... 57
ARTICLE 9 PARTICIPANTS' STOCKHOLDER RIGHTS............................. 58
Section 9.1. Voting Shares of Stock.................................. 58
Section 9.2. Tender Offers........................................... 59
ARTICLE 10 SPECIAL PARTICIPATION AND DISTRIBUTION RULES
RELATING TO REEMPLOYMENT OF TERMINATED EMPLOYEES
AND EMPLOYMENT BY RELATED ENTITIES.......................... 61
Section 10.1. Change of Employment Status............................ 61
Section 10.2. Reemployment of an Eligible Employee
Whose Employment Terminated Prior to His
or Her Becoming a Participant.......................... 62
Section 10.3. Reemployment of a Terminated Participant............... 63
Section 10.4. Employment by an Affiliate............................. 65
Section 10.5. Leased Employees....................................... 65
ARTICLE 11 ADMINISTRATION.............................................. 66
Section 11.1. The Committee.......................................... 66
Section 11.2. Claims Procedure....................................... 70
Section 11.3. Procedures for Domestic Relations Orders............... 71
Section 11.4. Notices to Participants, Etc........................... 74
Section 11.5. Notices to Committee................................... 74
Section 11.6. Records................................................ 75
Section 11.7. Reports of Trustee and Accounting to
Participants........................................... 75
</TABLE>
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<S> <C>
ARTICLE 12 PARTICIPATION BY OTHER EMPLOYERS............................ 75
Section 12.1. Adoption of Plan....................................... 75
Section 12.2. Withdrawal from Participation.......................... 76
Section 12.3. Company as Agent for Employers......................... 76
ARTICLE 13 CONTINUANCE BY A SUCCESSOR.................................. 77
ARTICLE 14 MISCELLANEOUS............................................... 78
Section 14.1. Expenses............................................... 78
Section 14.2. Non-Assignability...................................... 79
Section 14.3. Employment Non-Contractual............................. 81
Section 14.4. Limitation of Rights................................... 81
Section 14.5. Merger or Consolidation with Another Plan.............. 81
Section 14.6. Gender and Plurals..................................... 82
Section 14.7. Applicable Law......................................... 82
Section 14.8. Severability........................................... 82
Section 14.9. No Guarantee........................................... 83
ARTICLE 15 TOP-HEAVY PLAN REQUIREMENTS................................. 83
Section 15.1. Top-Heavy Plan Determination........................... 83
Section 15.2. Definitions and Special Rules.......................... 84
Section 15.3. Minimum Contribution for Top-Heavy Years............... 85
Section 15.4. Special Rules for Applying Statutory
Limitations on Benefits................................ 86
ARTICLE 16 AMENDMENT, ESTABLISHMENT OF SEPARATE
PLAN AND TERMINATION...................................... 87
Section 16.1. Amendment.............................................. 87
Section 16.2. Establishment of Separate Plan......................... 88
Section 16.3. Full Vesting upon Termination of
Participation or Partial Termination
of the Plan............................................ 89
Section 16.4. Distribution upon Termination of the Plan.............. 89
Section 16.5. Trust Fund to Be Applied Exclusively for
Participants and Their Beneficiaries................... 91
</TABLE>
iii
<PAGE>
ARTICLE 1
----------
TITLE, PURPOSE AND EFFECTIVE DATES
----------------------------------
The title of this Plan shall be the "Commonwealth Edison Employee
Savings and Investment Plan." This Plan is an amendment and restatement of the
Commonwealth Edison Employe Savings and Investment Plan as in effect on December
31, 1994 and, except as otherwise provided in paragraph (4) of Section 8.4,
shall be effective January 1, 1995 in respect of Participants whose employment
terminates on or after such date. The rights and benefits of Employees whose
employment terminates before January 1, 1995 shall be determined under the
Commonwealth Edison Employe Savings and Investment Plan as in effect at the time
of their termination.
This Plan is designated as a "profit sharing plan" within the meaning
of section 1.401-1(a)(2)(ii) of the Regulations; and is also designated as an
ERISA section 404(c) Plan within the meaning of section 2550.404c-1 of the
Regulations. In addition, the portion of the Plan invested in the Employer Stock
Fund described in Section 6.2 is designated as an "employee stock ownership
plan" within the meaning of section 4975(e)(7) of the Code and, as such, is
designed to invest primarily in "qualifying employer securities" as defined in
section 4975(e)(8) of the Code.
<PAGE>
ARTICLE 2
----------
DEFINITIONS
-----------
As used herein, the following words and phrases shall have the
following respective meanings when capitalized:
(1) Affiliate. (a) A corporation that is a member of the same
controlled group of corporations (within the meaning of section 414(b) of
the Code) as an Employer, (b) a trade or business (whether or not
incorporated) under common control (within the meaning of section 414(c) of
the Code) with an Employer, (c) any organization (whether or not
incorporated) that is a member of an affiliated service group (within the
meaning of section 414(m) of the Code) that includes an Employer, a
corporation described in clause (a) of this subdivision or a trade or
business described in clause (b) of this subdivision or (d) any other
entity that is required to be aggregated with an Employer pursuant to
Regulations promulgated under section 414(o) of the Code.
(2) After-Tax Contributions. Contributions made by a Participant
pursuant to Section 5.1.
(3) After-Tax Contributions Account. The account established
pursuant to Section 7.1 to which a Participant's After-Tax Savings
Contributions, if any, and any earnings (or losses) thereon are credited.
(4) Before-Tax Contributions. Contributions made on behalf of a
Participant pursuant to Section 4.1.
(5) Before-Tax Contributions Account. The account established
pursuant to Section 7.1 to which Before-Tax Contributions made on behalf of
a Participant, if any, and any earnings (or losses) thereon are credited.
(6) Beneficiary. The person or persons entitled under Section 8.5 to
receive benefits in the event of the death of a Participant. For any period
in which the Plan is not an "ERISA section 404(c) Plan" as defined in
Regulations under section 404(c) of ERISA, each Beneficiary shall be a
"named fiduciary" within the meaning of section 402(a)(1) of ERISA for the
sole purpose of directing the Trustee with respect to the exercise of
shareholder rights pursuant to Article 9 (relating to Participant's
stockholder rights).
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<PAGE>
(7) Code. The Internal Revenue Code of 1986, as amended.
(8) ComEd. Commonwealth Edison Company, an Illinois corporation, and
any successor to such corporation that adopts the Plan pursuant to Article
13.
(9) Committee. The committee appointed by ComEd pursuant to Section
11.1 that administers the Plan.
(10) Compensation. The normal base pay of an Employee from an
Employer for personal services rendered, including nuclear additives for
management employees 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 on account of the Employee's
election to have his or her pay reduced pursuant to a qualified cash or
deferred arrangement described in section 401(k) of the Code or a cafeteria
plan described in section 125 of the Code. For purposes of the preceding
sentence, the normal base pay of an Employee 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 Employee
is paid by his or her basic hourly rate, determined without regard to any
premium payments made at an overtime rate for such work. An Employee's
"compensation" (within the meaning of section 415 of the Code) in excess of
(i) for Plan Years beginning before January 1, 1996, $200,000 (as adjusted
for changes in the cost of living pursuant to section 415(d) of the Code)
and (ii) for all subsequent Plan Years, $150,000 (as adjusted for changes
in the cost of living pursuant to section 401(a)(17) of the Code) shall not
be taken into account for any purposes under the Plan. In the case of a
Participant who is a "highly compensated employee," as defined in section
414(q) of the Code, the dollar limitation set forth in the preceding
sentence shall be allocated among the Participant and all of the
Participant's family members (as defined under section 414(q)(6) of the
Code, but excluding descendants who have attained age 19) who are Employees
in proportion to the relative amounts of their compensation.
(11) 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 a Participant from
satisfactorily performing his or her usual duties or the duties of such
other position available to him and for which he is qualified by reason of
his or her training, education or experience.
-3-
<PAGE>
(12) Effective Date. The effective date of this amendment and
restatement of the Plan with respect to ComEd shall be January 1, 1995 and
in the case of any other Employer shall be the date designated by such
Employer.
(13) Eligible Employee. An Employee other than (i) an Employee the
terms of whose employment are subject to a collective bargaining agreement
which does not provide for participation in this Plan, (ii) an Employee
employed by Cotter Corporation who is not classified as a salaried
employee, (iii) an Employee on an approved leave of absence and (iv) any
individual engaged by an Employer on a separate contract basis.
(14) Employee. An individual whose relationship with an Employer is,
under common law, that of an employee.
(15) Employer. ComEd, any entity that was an Employer under the Plan
immediately before the Effective Date and any other entity that, with the
consent of ComEd, elects to participate in the Plan in the manner described
in Article 12 and any successor entity that adopts the Plan pursuant to
Article 13. If any such entity withdraws from participation in the Plan
pursuant to Section 12.2, or terminates its participation in the Plan
pursuant to Section 16.4, such entity shall thereupon cease to be an
Employer.
(16) Employer Matching Contributions. Contributions made by an
Employer pursuant to Section 4.3.
(17) Employer Matching Contributions Account. The account established
pursuant to Section 7.1 to which any Employer Matching Contributions made
on behalf of a Participant and earnings (or losses) thereon are credited.
(18) ERISA. The Employee Retirement Income Security Act of 1974, as
amended.
(19) Hour of Service. Each hour for which an Employee is directly or
indirectly compensated by, or entitled to receive compensation from, an
Employer. For purposes of this subdivision (19), compensation shall mean
the total earnings paid, directly or indirectly, to the Employee by an
Employer, including any back pay, irrespective of mitigation of damages,
either awarded to the Employee or agreed to by an Employer. The computation
of Hours of Service and the periods to which Hours of Service are credited
shall be determined under uniform rules adopted by the Committee in
accordance with Department of Labor regulations (S)2530.200b-2(b), (c) and
(f).
-4-
<PAGE>
(20) Participant. An Eligible Employee who satisfies the conditions
set forth in Section 3.1. An individual shall cease to be a Participant
upon the complete distribution of his or her account under the Plan. For
any period in which the Plan is not an "ERISA section 404(c) Plan" as
defined in Regulations under section 404(c) of ERISA, each Participant
shall be a "named fiduciary" within the meaning of section 402(a)(1) of
ERISA for the sole purpose of directing the Trustee with respect to the
exercise of shareholder rights pursuant to Article 9 (relating to
Participants' stockholder rights).
(21) Plan. The plan herein set forth, and as from time to time
amended.
(22) Plan Year. The twelve-month period beginning on January 1 of
each year, except that the initial Plan Year commenced March 1, 1983 and
ended on December 31, 1983.
(23) Regulations. Written promulgations of the Department of Labor
construing Title I of ERISA or the Internal Revenue Service construing the
Code.
(24) Rollover Account. The account established pursuant to Section
7.1 to which any rollover contribution made by or on behalf of an Eligible
Employee or a Participant and earnings (or losses) thereon are credited.
(25) Termination Date. (a) The date an Employee quits, retires, is
discharged from employment by an Employer or dies, (b) the date the
Employee's employer ceases to be an Employer on account of its sale to a
party or parties that do not qualify as an Affiliate of any Employer, (c)
the first anniversary of the Employee's first date of absence from
employment by an Employer for any other reason, except as provided in
clause (d) below or (d) in the case of an Employee who is absent from
employment for maternity or paternity reasons, the second anniversary of
the first date of such absence. For purposes of this subdivision (25), an
absence from employment for maternity or paternity reasons means an absence
(1) by reason of the pregnancy of the Employee, (2) by reason of the birth
of a child of the Employee, (3) by reason of the placement of a child with
the Employee in connection with the adoption of such child by such Employee
or (4) for purposes of caring for such child for a period beginning
immediately following such birth or placement. Notwithstanding the
foregoing sentences, an Employee's absence from employment for maternity or
paternity reasons shall not be considered in determining the Employee's
Termination Date unless the Employee, upon the Committee's request,
provides certification that the leave was taken for one of the reasons
enumerated in the preceding sentence.
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<PAGE>
(26) Trust. The Trust created by agreement between ComEd and the
Trustee, as from time to time amended.
(27) Trust Fund. All money and property of every kind of the Trust
held by the Trustee pursuant to the terms of the Trust agreement.
(28) Trustee. The trustee that executes the Trust instrument provided
for in Article 6, or any successor trustee or, if there is more than one
trustee acting at any time, all of such trustees collectively.
(29) Valuation Date. Each business day, as determined by the Trustee,
or such other days as the Committee may designate.
ARTICLE 3
----------
PARTICIPATION
-------------
Section 3.1. Eligibility for Participation. Each Eligible Employee
who immediately before the Effective Date was a Participant shall continue to be
a Participant as of the Effective Date. Each other Eligible Employee who is on
the management or executive payroll on the date of his or her employment shall
be eligible to become a Participant on the first day of the payroll period
coinciding with or next following such date. Each other Eligible Employee shall
be eligible to become a Participant on the first day of the payroll period
coinciding with or next following the date he or she has completed three months
of employment with an Employer (regardless of the number of Hours of Service
actually performed).
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<PAGE>
Section 3.2. Applications for Before-Tax Contributions and After-Tax
Contributions. At least 30 days (or such shorter period as may be designated by
the Committee) prior to the date as of which an Eligible Employee desires to
commence Before-Tax Contributions or After-Tax Contributions, the Eligible
Employee shall make a request in the manner prescribed by the Committee
specifying the Employee's chosen rate of Before-Tax Contributions or his or her
chosen rate of After-Tax Contributions, or both. Such request shall authorize
the Employee's Employer to reduce the Eligible Employee's Compensation by the
amount of any such Before-Tax Contributions, to make regular payroll deductions
of any such After-Tax Contributions or both, as the case may be. The request
shall also specify the Employee's investment elections pursuant to Section
7.1(b) and shall evidence the Employee's acceptance of and agreement to all
provisions of the Plan. Unless the Employee elects otherwise, if an Employee
elects to invest any portion of the Before-Tax, After-Tax or Employer Matching
Contributions made by or on behalf of the Employee in the Employer Stock Fund
(as defined in Section 6.2), such Employee shall be deemed to have elected to
make Before-Tax Contributions or increase the amount of his or her Before-Tax
Contributions, as the case may be, by the amount of any dividend distribution
from the Plan in respect of such Fund, subject to limitations on Before-Tax
Contributions contained in Article 4, other than the 10 percent limitation
contained in Section 4.1. In addition, an Eligible Employee who is on the
management or executive payroll on the date of his or
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<PAGE>
her employment may elect, in accordance with the provisions of this Section 3.2,
to become a Participant on the first day of the payroll period coinciding with
or next following such date. All requests to commence contributions shall be
effective as of such time after the Committee (or its delegate) receives such
request as shall be established by the Committee, provided, that all such
requests shall be effective on the first day of a payroll period and not more
than 30 days after receipt by the Committee (or its delegate).
Section 3.3. Transfer to Affiliates. If a Participant is transferred
from one Employer to another Employer or from an Employer to an Affiliate, such
transfer shall not terminate the Participant's participation in the Plan and
such Participant shall continue to participate in the Plan until an event occurs
that would have terminated his or her participation had the Participant
continued in the service of an Employer until the occurrence of such event;
provided, however, that a Participant shall not be entitled (i) to make
contributions to the Plan, or (ii) to have contributions made on his or her
behalf to the Plan during any period of employment by any Affiliate that is not
an Employer. Periods of employment with an Affiliate shall be taken into account
only to the extent set forth in Section 10.4 (relating to employment by
Affiliates). Payments received by a Participant from an Affiliate that is not an
Employer shall not be treated as compensation for any purposes under the Plan.
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ARTICLE 4
----------
EMPLOYER CONTRIBUTIONS
----------------------
Section 4.1. Before-Tax Contributions. (a) Initial Election.
Subject to the limitations set forth in Sections 4.2 (relating to the $7,000
annual limit on Before-Tax Contributions), 4.4 (relating to limitations on
contributions for highly-compensated Eligible Employees), 4.5 (relating to the
limitation on Employer contributions) and 7.4 (relating to limitations on
allocations imposed by section 415 of the Code), each Employer shall contribute
on behalf of each Participant who is an Employee of such Employer an amount
equal to a whole percentage not less than 1 and not more than 10 percent of such
Participant's Compensation for each payroll period as designated by the
Participant in his or her request pursuant to Section 3.2.
Before-Tax Contributions shall be delivered to the Trustee no less
frequently than bi-weekly.
If a Participant receives a hardship withdrawal pursuant to Section
8.1(a), then: (a) Before-Tax Contributions made on behalf of such Participant
pursuant to this Section and After-Tax Contributions made by the Participant
pursuant to Section 5.1 shall cease beginning with the first payroll period
beginning after the date on which the Participant receives such hardship
withdrawal; (b) such Participant shall not again be eligible to
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<PAGE>
elect such contributions until the first day of the month that follows the date
on which such contributions ceased by 12 months; and (c) such Participant may
not elect Before-Tax Contributions for his or her taxable year next following
the taxable year of such withdrawal in an amount greater than the excess of the
dollar limitation then in effect under Section 4.2 (relating to the $7,000
Annual Limit on Before-Tax Contributions) over the amount of the Participant's
Before-Tax Contributions for the taxable year in which the Participant received
such hardship withdrawal.
(b) Changes in the Rate or Suspension of Before-Tax Contributions. A
Participant's Before-Tax Contributions shall pursuant to paragraph (a) of this
Section 4.1 continue in effect at the rate designated by a Participant in his or
her request until the Participant changes such designation or suspends such
contributions. A Participant may change such designation at any time by giving
direction to the Committee (or its delegate) in the manner prescribed by the
Committee. Any such direction shall be limited to the contribution rates
described in paragraph (a) of this Section 4.1.
A Participant may suspend future Before-Tax Contributions by giving
notice to the Committee (or its delegate) in the manner prescribed by the
Committee. A Participant who has ceased Before-Tax Contributions pursuant to
this subsection may resume Before-Tax Contributions by so directing the
Committee (or
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<PAGE>
its delegate) in the manner prescribed by the Committee. All directions to
change the rate of, suspend or resume Before-Tax Contributions shall be
effective as of such time after the Committe (or its delegate) receives any such
direction as shall be established by the Committe, provided that such direction
shall be effectiveon the first day of a payroll period not more than 30 days
after receipt by the Committe (or its delegate).
Section 4.2. $7,000 Annual Limit on Before-Tax Contributions. (a)
General Rule. Notwithstanding the provisions of Section 4.1 (relating to
Before-Tax Contributions), a Participant's Before-Tax Contributions for any
calendar year shall not exceed $7,000 (as adjusted for cost-of-living increases
in accordance with section 402(g)(5) of the Code).
(b) Correction of Excess Before-Tax Contributions. If for any
calendar year a Participant determines that the aggregate of the (i) Before-Tax
Contributions to this Plan and (ii) amounts contributed under other plans or
arrangements described in section 401(k), 408(k) or 403(b) of the Code will
exceed the limit imposed by paragraph (a) of this Section 4.2 for the calendar
year in which such contributions were made ("Excess Before-Tax Contributions"),
such Participant shall, pursuant to such rules and at such time following such
calendar year as determined by the Committee, be allowed to submit a written
request that the Excess
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<PAGE>
Before-Tax Contributions plus any income and minus any loss allocable thereto be
distributed to him or her. The request described in this subsection shall be
made in the manner and form prescribed by the Committee and shall state the
amount of the Participant's Excess Before-Tax Contributions for the calendar
year. The request shall be accompanied by the Participant's written statement
that if such Excess Before-Tax Contributions are not distributed, such Excess
Before-Tax Contributions, when added to amounts deferred under other plans or
arrangements described under section 401(k), 408(k), or 403(b) of the Code will
exceed the limit for such Participant under section 402(g) of the Code. A
distribution of Excess Before-Tax Contributions (reduced by any amounts
recharacterized or distributed pursuant to Section 4.4(e)(1) (relating to
adjustments to comply with section 401(k)(3) of the Code)), plus earnings, shall
be made no later than the April 15 of the calendar year following the calendar
year for which such Excess Before-Tax Contributions were made. The amount of any
income or loss allocable to such Excess Before-Tax Contributions shall be
determined pursuant to applicable Regulations. If Excess Before-Tax
Contributions are distributed pursuant to this Section 4.2, any corresponding
Employer Matching Contributions allocated to the Participant's Employer Matching
Contributions Account, adjusted for income or loss pursuant to Regulations, to
which such Participant would be entitled under Section 8.3 (relating to
distributions upon termination of employment) if such Participant had terminated
employment on the
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<PAGE>
last day of the calendar year during which contributions were made (or earlier
if such Participant actually terminated employment at an earlier date) shall be
distributed to such Participant and any remaining amount of such corresponding
Employer Matching Contributions, adjusted for income or loss, shall be
forfeited. Notwithstanding the provisions of this paragraph, any such Excess
Before-Tax Contributions shall be treated as "annual additions" for purposes of
Section 7.4 (relating to limitations on allocations imposed by section 415 of
the Code).
Section 4.3. Employer Matching Contributions. Subject to the
limitations set forth in Sections 4.4 (relating to limitations on contributions
for highly compensated Eligible Employees), 4.5 (relating to the limitations on
Employer contributions) and 7.4 (relating to limitations on allocations imposed
by section 415 of the Code) and except as provided in the following sentence,
each Employer shall contribute for each payroll period on behalf of each
Participant who is an Employee of such Employer, an amount equal to 70 percent
of the sum of (i) the Before-Tax Contributions made on behalf of the Participant
for such payroll period and (ii) the After-Tax Contributions made by the
Participant for such payroll period, but only to the extent that the sum of such
contributions for any Plan Year does not exceed 5 percent of the Participant's
Compensation for a payroll period. Notwithstanding the preceding sentence, no
Employer shall make a contribution pursuant to this Section 4.3 on behalf of any
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<PAGE>
Participant who is a "part-time regular employee" as defined in an agreement
dated July 23, 1993 between ComEd and the System Council U-25, I.B.E.W., unless
such Participant had in effect on July 23, 1993 an authorization to make
contributions under the Plan as then in effect and elected pursuant to such
agreement to become a part-time regular employee during the initial staffing
period that began July 23, 1993 and ended December 31, 1993.
Employer Matching Contributions for any Plan Year shall be delivered
to the Trustee at the same time the Before-Tax Contributions or After-Tax
Contributions to which such Employer Matching Contributions relate are delivered
to the Trustee.
Section 4.4. Limitations on Contributions for Highly-Compensated
------------ --------------------------------------------------
Eligible Employees.
- ------------------
(a) Limits Imposed by section 401(k)(3) of the Code. Notwithstanding
the provisions of Section 4.1 (relating to Before-Tax Contributions), if the
Before-Tax Contributions for a Plan Year fail, or in the judgment of the
Committee are likely to fail, to satisfy both of the tests set forth in
paragraphs (1) and (2) of this subsection, the adjustments prescribed in
paragraph (e)(1) of this Section 4.4 shall be made.
(1) The average deferral percentage for the group consisting of highly
compensated eligible employees of all Employers does not exceed the product
of the average deferral
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<PAGE>
percentage for the group consisting of non-highly compensated
eligible employees multiplied by 1.25.
(2) The average deferral percentage for the group consisting of highly
compensated eligible employees of all Employers (i) does not exceed the
average deferral percentage of the group consisting of non-highly
compensated eligible employees by more than two percentage points, and (ii)
does not exceed two times the average deferral percentage of such group.
(b) Limits Imposed by section 401(m) of the Code. Notwithstanding the
provisions of Section 4.3 (relating to Employer matching contributions) and
Section 5.1 (relating to After-Tax Contributions), if the Employer Matching
Contributions and After-Tax Contributions for a Plan Year fail, or in the
judgment of the Committee are likely to fail, to satisfy both of the tests set
forth in paragraphs (1) and (2) of this subsection, the adjustments prescribed
in paragraph (e)(2) of this Section 4.4 shall be made.
(1) The average contribution percentage for the group consisting of
highly compensated eligible employees of all Employers does not exceed the
product of the average contribution percentage for the group consisting of
non-highly compensated eligible employees multiplied by 1.25.
(2) The average contribution percentage for the group consisting of
highly compensated eligible employees of all Employers (i) does not exceed
the average contribution percentage of the group consisting of non-highly
compensated eligible employees by more than two percentage points, and (ii)
does not exceed two times the average contribution percentage of such
group.
(c) Aggregate Limit on Contributions. Notwithstanding anything herein
to the contrary, if for a Plan Year (1) both the
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<PAGE>
Before-Tax Contributions fail the test set forth in paragraph (a)(1) of this
Section 4.4 and the After-Tax Contributions and Matching Contributions fail the
test set forth in paragraph (b)(1) of this Section 4.4 and (2) the sum of the
average deferral percentage (as determined under paragraph (d)(1) of this
Section 4.4 after making the adjustments required by such Section for the Plan
Year) and the average contribution percentage (as determined under paragraph
(d)(2) of this Section 4.4 after making the adjustments required by such Section
for the Plan Year) for the group consisting of Participants who are highly
compensated eligible employees of all Employers exceeds, or in the judgment of
the Committee is likely to exceed, the aggregate limit for such Plan Year, the
adjustments prescribed in paragraph (e)(3) of this Section 4.4 shall be made.
(d) Definitions. For purposes of this Section:
(1) the "average deferral percentage" for a group of eligible
employees for a Plan Year shall be the average of the ratios, calculated
separately for each eligible employee in such group to the nearest one-
hundredth of one percent, of the Before-Tax Contributions made for the
benefit of such eligible employee to the total compensation paid to such
eligible employee for the portion of such Plan Year during which such
eligible employee was a Participant;
(2) the "average contribution percentage" for a group of eligible
employees for a Plan Year shall be the average of the ratios, calculated
separately for each eligible employee in such group to the nearest one-
hundredth of one percent, of the Employer Matching Contributions made,
After-Tax Contributions made and, in the Committee's sole discretion, to
the extent permitted under Regulations or otherwise under the Code, the
Before-Tax Contributions made during such year for the benefit of such
eligible employee to such eligible
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<PAGE>
employee's compensation for the portion of such Plan Year during which such
eligible employee was a Participant;
(3) the "aggregate limit" shall equal the greater of (i) the sum of
(A) 1.25 times the greater of (I) the average deferral percentage for the
group consisting of non-highly compensated eligible employees or (II) the
average contribution percentage for the group consisting of non-highly
compensated eligible employees, plus (B) two percentage points plus the
lesser of (I) or (II) above, but not greater than 200% of the lesser of (I)
or (II) above, or (ii) the sum of (A) 1.25 times the lesser (I) or (II)
above plus (B) two percentage points plus the greater of (I) or (II) above,
but not greater than 200% of the greater of (I) or (II) above;
(4) the term "highly compensated eligible employee" shall mean any
Eligible Employee who is a Participant, who performs service in the
determination year and who is described in section 414(q) of the Code;
(5) the term "non-highly compensated eligible employee" shall mean any
Eligible Employee who is a Participant, who performs services in the
determination year and is not a highly compensated eligible employee;
(6) the term "compensation" shall have the meaning set forth in
section 414(s) of the Code or, in the discretion of the Committee, any
other meaning in accordance with the Code for these purposes;
(7) if this Plan and one or more other plans of the Employer to which
Before-Tax Contributions, After-Tax Contributions, or qualified nonelective
contributions (as such term is defined in section 401(m)(4)(C) of the Code)
are made are treated as one plan for purposes of section 410(b) of the
Code, such plans shall be treated as one plan for purposes of this Section.
If a highly compensated eligible employee participates in this Plan and one
or more other plans of the Employer to which any such contributions are
made, all such contributions shall be aggregated for purposes of this
Section 4.4;
(8) if this Plan benefits Employees who are included in a unit of
employees covered by a collective bargaining agreement and employees who
are not included in such collective bargaining unit, this Plan shall be
treated as comprising two or more separate plans, as determined by the
Committee in accordance with applicable Regulations, for purposes of this
Section 4.4; and
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<PAGE>
(9) if any Participant is a 5 percent owner (under section
416(i)(1)(B)(i) of the Code) or one of the ten most highly compensated
eligible employees of the Employer, the Before-Tax Contributions and
compensation of such Participant shall include the Before-Tax
Contributions, After-Tax Contributions and compensation of such
Participant's family members (as defined in section 414(q)(6)(B) of the
Code), and such family members shall be disregarded for all other purposes
under this Section 4.4.
(e) Adjustments to Comply with Limits. (1) Adjustments to Comply with
Section 401(k)(3) of the Code. The Committee shall cause to be made such
periodic computations as it shall deem necessary or appropriate to determine
whether either of the tests set forth in paragraph (a)(1) or (a)(2) of this
Section 4.4 shall be satisfied during a Plan Year, and, if it appears to the
Committee that neither of such tests will be satisfied, the Committee shall take
such steps as it deems necessary or appropriate to reduce or otherwise adjust
the Before-Tax Contributions contributed or to be contributed for all or a
portion of such Plan Year on behalf of each Participant who is a highly
compensated eligible employee to the extent necessary in order for one of such
tests to be satisfied. The Committee shall make such reductions or other
adjustments by calculating the maximum deferral percentage permissible for
Participants who are highly compensated eligible employees under the tests set
forth in paragraph (a)(1) and (a)(2) of this Section 4.4. The Before-Tax
Contributions made on behalf of each Participant who is a highly compensated
eligible employee and whose actual deferral percentage is the highest shall be
reduced until such actual deferral
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percentage equals the greater of (A) such maximum deferral percentage and (B)
the actual deferral percentage of the highly compensated eligible employee with
the next highest actual deferral percentage. If further reductions are
necessary, then such contributions on behalf of each Participant who is a highly
compensated eligible employee and whose actual deferral percentage, after the
reduction described in the preceding sentence, is the highest shall be reduced
in accordance with the previous sentence. Such reductions shall continue to be
made to the extent necessary so that the actual deferral percentage of all
Participants who are highly compensated eligible employees does not exceed such
maximum deferral percentage.
If within 2-1/2 months after the close of a Plan Year the Committee
determines that notwithstanding any reductions or other adjustments made during
such Plan Year neither of the tests described in paragraph (a)(1) or (a)(2) of
this Section 4.4 has been satisfied for such Plan Year, the Committee shall
within such 2-1/2 month period make an additional adjustment pursuant to the
first paragraph of this Section so that one of such tests is satisfied and (i)
to the extent that the sum of such amount and the amount of other After-Tax
Contributions allocated to the Participant's After-Tax Contributions Account
does not exceed 10% of the Participant's Compensation, treat the amount of such
reductions as an After-Tax Contribution and (ii) to the extent such amount
cannot be treated as an After-Tax Contribution because
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<PAGE>
of the limitation described in clause (i) hereof, distribute no later than the
last day of the subsequent Plan Year to such Participant (I) the amount of such
reductions plus any income and minus any loss allocable thereto and (II) any
corresponding Employer Matching Contributions related thereto plus any income
and minus any loss allocable thereto to which such Participant would be entitled
under Section 8.3 (relating to distributions upon termination of employment) if
such Participant had terminated employment on the last day of the Plan Year for
which contributions were made (or earlier if any such Participant actually
terminated employment at any earlier date), and any remaining amount of such
corresponding Employer Matching Contributions plus any income and minus any loss
allocable thereto shall be forfeited.
The amount of Before-Tax Contributions to be distributed to a
Participant pursuant to this Section shall be reduced by any Before-Tax
Contributions previously distributed to such Participant pursuant to Section
4.2(b) (relating to correction of Excess Before-Tax Contributions) for such Plan
Year. The amount of any income or loss allocable to any such reductions to be so
distributed shall be determined pursuant to Regulations. The unadjusted amount
of any such reductions so distributed shall be treated as "annual additions" for
purposes of Section 7.4 (relating to limitations on allocations imposed by
section 415 of the Code).
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<PAGE>
(2) Adjustments to Comply with Section 401(m) of the Code. The
Committee shall cause to be made such periodic computations as it shall deem
necessary or appropriate to determine whether either of the tests set forth in
paragraph (b)(1) or (b)(2) of this Section 4.4 shall be satisfied during a Plan
Year, and, if it appears to the Committee that neither of such tests will be
satisfied, the Committee shall take such steps as it deems necessary or
appropriate to adjust the Employer Matching Contributions made, After-Tax
Contributions made, and any Before-Tax Contributions treated as Employer
Matching Contributions pursuant to paragraph (d)(2) of this Section 4.4 for all
or a portion of such Plan Year on behalf of each Participant who is a highly
compensated eligible employee to the extent necessary in order for one of such
tests to be satisfied. If after the end of a Plan Year it is determined that
regardless of any steps taken neither of the tests set forth in paragraph (b)(1)
or (b)(2) of this Section 4.4 shall be satisfied with respect to such Plan Year,
the Committee shall calculate the maximum contribution percentage permissible
for Participants who are highly compensated eligible employees under the tests
set forth in paragraphs (b)(1) and (b)(2) of this Section 4.4 and reduce the
After-Tax Contributions made or to be made on behalf of such Participant
(including Before-Tax Contributions recharacterized as After-Tax Contributions
pursuant to paragraph (e)(1) of this Section 4.4) for such Plan Year in
accordance with paragraph (e)(1) of this Section 4.4 to the extent necessary to
comply with
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paragraph (b) of this Section 4.4. If After-Tax Contributions are distributed
pursuant to this paragraph (e)(2) of Section 4.4, any corresponding Employer
Matching Contributions related thereto plus any income and minus any loss
allocable thereto to which such Participant would be entitled under Section 8.3
(relating to distributions upon termination of employment) if such Participant
had terminated employment on the last day of the Plan Year for which
contributions were made (or earlier if any such Participant actually terminated
employment at any earlier date) shall also be distributed with such After-Tax
Contributions, and any remaining amount of such corresponding Employer Matching
Contributions plus any income and minus any loss allocable thereto shall be
forfeited. If the reductions required by this subparagraph exceed the amount of
After-Tax Contributions made or to be made by such Participant for such Plan
Year, Employer Matching Contributions made or to be made on behalf of such
Participant for such Plan Year shall be reduced in accordance with paragraph
(e)(1) of this Section 4.4 to the extent necessary to comply with paragraph (b)
of this Section 4.4 except that such Employer Matching Contributions may not be
recharacterized as After-Tax Contributions. If the reductions required by this
subparagraph exceed the amount of After-Tax Contributions made or to be made by
such Participant for such Plan Year and the amount of Employer Matching
Contributions made or to be made on behalf of such Participant for such Plan
Year, any Before-Tax Contributions made on behalf of such Participant that the
Committee has elected to
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treat as Employer Matching Contributions pursuant to paragraph (d)(2) of this
Section 4.4 shall be adjusted in accordance with paragraph (e)(1) of this
Section 4.4 to the extent necessary to comply with paragraph (b) of this Section
4.4, except that such Before-Tax Contributions may not be recharacterized as
After-Tax Contributions.
(3) Adjustments to Comply with the Aggregate Limit. If, after making
the adjustments required by paragraphs (e)(1) and (e)(2) of this Section 4.4 for
a Plan Year, the Committee determines that the sum of the average deferral
percentage and the average contribution percentage for the group consisting of
Participants who are highly compensated eligible employees of the Employer
exceeds the aggregate limit for such Plan Year, the Committee shall no later
than the last day of the subsequent Plan Year reduce in accordance with
paragraph (e)(2) of this Section 4.4 the After-Tax Contributions for such Plan
Year made by each Participant who is a highly compensated eligible employee to
the extent necessary to eliminate such excess. Such reduction shall be effected
by calculating the maximum contribution percentage permissible for Participants
who are highly compensated eligible employees under the aggregate limit for such
Plan Year and reducing the After-Tax Contributions and Employer Matching
Contributions made by or on behalf of each Participant who is a highly
compensated eligible employee in the manner described in paragraph (e)(2) of
this Section 4.4. In the event that further
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reductions are necessary, the Committee shall no later than the last day of the
subsequent Plan Year reduce in accordance with paragraph (e)(1) of this Section
4.4 the Before-Tax Contributions made on behalf of each Participant who is a
highly compensated eligible employee in the manner described in paragraph (e)(1)
of this Section 4.4 to the extent necessary to eliminate such excess.
Section 4.5. Limitation on Employer Contributions. The contributions
of an Employer for any Plan Year shall not exceed the maximum amount for which a
deduction is allowable to such Employer for federal income tax purposes for the
fiscal year of such Employer that coincides with such Plan Year.
Any contribution made by an Employer by reason of a good faith mistake
of fact, or the portion of any contribution made by an Employer that exceeds the
maximum amount for which a deduction is allowable to such Employer for federal
income tax purposes by reason of a good faith mistake in determining the maximum
allowable deduction, shall upon the request of such Employer be returned by the
Trustee to the Employer. An Employer's request and the return of any such
contribution must be made within one year after such contribution was mistakenly
made or after the deduction of such excess portion of such contribution was
disallowed, as the case may be. The amount to be returned to an Employer
pursuant to this paragraph shall be the excess of (i) the amount contributed
over (ii) the amount that would have been
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contributed had there not been a mistake of fact or a mistake in determining the
maximum allowable deduction. Earnings attributable to the mistaken contribution
shall not be returned to the Employer, but losses attributable thereto shall
reduce the amount to be so returned. If the return to the Employer of the amount
attributable to the mistaken contribution would cause the balance of any
Participant's account as of the date such amount is to be returned (determined
as if such date coincided with the close of a Plan Year) to be reduced to less
than what would have been the balance of such account as of such date had the
mistaken amount not been contributed, the amount to be returned to the Employer
shall be limited so as to avoid such reduction.
ARTICLE 5
----------
EMPLOYEE CONTRIBUTIONS
----------------------
Section 5.1. After-Tax Contributions. Subject to the limitations
set forth in Section 4.4 (relating to limitations on contributions for highly-
compensated Eligible Employees) and Section 7.4 (relating to limitations on
allocations imposed by section 415 of the Code), each Participant may elect in
accordance with Section 3.2 to make After-Tax Contributions under the Plan by
payroll deduction. After-Tax Contributions made by payroll deduction shall
equal a whole percentage not less than 1 nor more than 10 percent of the
Participant's Compensation, as designated by the Participant in his or her
request pursuant to Section 3.2.
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After-Tax Contributions shall be delivered to the Trustee no less frequently
than bi-weekly. Except as provided in the following sentence and in Section 4.1,
After-Tax Contributions shall be subject to the same provisions regarding
commencement, change and suspension applicable to Before-Tax Contributions as
set forth in Section 4.1. If a Participant who has not attained age 59 1/2 makes
a withdrawal of After-Tax Contributions pursuant to Section 8.1(c), then: (a)
After-Tax Contributions made by such Participant pursuant to this Section shall
cease beginning with the first payroll period beginning after the date on which
the Participant receives such withdrawal and (b) such Participant shall not
again be eligible to elect such contributions until the first payroll period
that coincides with or follows the date on which contributions ceased by 6
months.
Section 5.2. Rollover Contributions. (a) If an Eligible Employee
receives, either before or after becoming a Participant, an eligible rollover
distribution (within the meaning of section 402(c)(4) of the Code), then such
Employee may contribute to the Plan an amount that does not exceed the amount of
such eligible rollover distribution (including the proceeds from the sale of any
property received as a part of such distribution). If an Eligible Employee
receives either before or after becoming a Participant a distribution from an
individual retirement account or annuity (within the meaning of section 408 of
the Code) and no amount in such account or annuity is
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attributable to any source other than an eligible rollover distribution (within
the meaning of section 402(c)(4) of the Code), and any earnings on such an
eligible rollover distribution, then such Employee may contribute to the Plan
such distribution or distributions.
(b) Delivery of Rollover Contributions to Committee. If an Eligible
Employee desires to make a rollover contribution pursuant to paragraph (a) of
this Section, such contribution either (i) shall be delivered by the Eligible
Employee to the Committee and by the Committee to the Trustee on or before the
60th day after the day on which the Employee receives the distribution or on or
before such later date as may be prescribed by law, or (ii) shall be transferred
on behalf of the Eligible Employee directly from the trust from which the
eligible rollover distribution is made. Any contribution that is delivered by
the Eligible Employee must be accompanied by (i) a statement of the Employee
that to the best of his or her knowledge the amount so transferred meets the
conditions specified in paragraph (a) of this Section and (ii) a copy of such
documents as may have been received by the Employee advising him or her of the
amount of and the character of such distribution. Notwithstanding the foregoing,
the Committee shall not accept a rollover contribution if in its judgment
accepting such contribution would cause the Plan to violate any provision of the
Code or Regulations, and the
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Committee shall not be required to accept such a contribution to the extent it
consists of property other than cash.
Section 5.3. Special Accounting Rules for Rollover Contributions. If a
rollover contribution is made by or on behalf of an Employee, the Committee
shall cause a Rollover Account to be established and maintained for such
Employee to which shall be credited all rollover contributions made pursuant to
Section 5.2. A rollover contribution shall be credited to such Rollover Account
as of the Valuation Date coinciding with or next following the date on which
such contribution is delivered to the Trustee.
If a rollover contribution is made by, or a direct transfer is made on
behalf of, an Eligible Employee prior to becoming a Participant, such Eligible
Employee shall until such time as he or she becomes a Participant be deemed to
be a Participant, and his or her Rollover Account and After-Tax Contributions
Account, if any, shall be deemed to be an account of a Participant, for all
purposes of the Plan except for the purposes of the allocation of contributions
provided for in paragraphs (a), (b), (c) and (d) of Section 7.3 and any
determination of when he or she becomes a Participant pursuant to Article 3.
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ARTICLE 6
----------
TRUST AND INVESTMENT FUNDS
--------------------------
Section 6.1. Trust. A Trust shall be created by the execution of a
trust agreement between ComEd and the Trustee. All contributions under the Plan
shall be paid to the Trustee. The Trustee shall hold all monies and other
property received by it and invest and reinvest the same, together with the
income therefrom, on behalf of the Participants collectively in accordance with
the provisions of the trust agreement. The Trustee shall make distributions from
the Trust Fund at such time or times to such person or persons and in such
amounts as the Committee directs in accordance with the Plan.
Section 6.2. Investment Funds. The Trustee shall establish and
maintain, or shall cause to be established and maintained, an investment fund
herein called the "Employer Stock Fund" which shall be invested in Common Stock,
without par value, of Unicom Corporation, and shall also include such short-term
obligations purchased by the Trustee, in accordance with the Trust Agreement,
pending the selection and purchase of the Common Stock, without par value, of
Unicom Corporation. In addition, as directed by the Committee, one or more
additional separate investment funds shall be established and maintained and
shall be invested as directed by the Committee. For purposes of the preceding
sentence, the Committee may purchase a group annuity
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contract from an insurance company that permits investment in one or more
separate investment funds. The Committee also may, from time to time, and in its
sole discretion, segregate any of the assets held under any investment fund
established pursuant to this Section and allocate the investment results from
such segregated assets among all or a portion of the accounts of Participants in
such manner as it shall determine to be appropriate.
All charges and expenses incurred in connection with the purchase and
sale of investments for a fund shall be charged to such fund except to the
extent such charges and expenses are paid by the Employers.
ARTICLE 7
----------
PARTICIPANT ACCOUNTS
AND INVESTMENT ELECTIONS
------------------------
Section 7.1. Participant Accounts and Investment Elections. (a)
Participant Accounts. For each Participant the Committee shall establish and
maintain, or shall cause to be established and maintained, investment accounts
to which amounts contributed under the Plan shall be credited according to each
Participant's investment elections pursuant to paragraph (b) of this Section
7.1, subject to the last sentence of the first paragraph of Section 6.2
(relating to the Committee's authority to segregate any of the assets held under
any investment fund).
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Each such investment account shall, to the extent appropriate, be
composed of the following accounts: (A) a Before-Tax Contributions Account, to
which shall be credited all Before-Tax Contributions, (B) an Employer Matching
Contributions Account, to which shall be credited all Employer Matching
Contributions, (C) an After-Tax Contributions Account, to which shall be
credited all After-Tax Contributions and (D) a Rollover Account to which shall
be credited all rollover contributions. Earnings and losses on investment of
funds in each account shall be credited or debited to that account.
All such accounts and subaccounts shall be for accounting purposes
only, and there shall be no segregation of assets within the investment funds
among the separate Participants' accounts.
(b) Investment Election. Each Participant, as part of his or her
request for participation described in Section 3.2 (or in connection with the
delivery of a rollover contribution pursuant to Section 5.2), shall make an
investment election that shall apply to the investment of contributions to be
made on his or her behalf or by him or her pursuant to Article 4 or Article 5
and any earnings on such contributions. Such election shall specify that such
contributions be invested either (i) wholly in one of the funds maintained or
employed by the Trustee pursuant to paragraph (a) of this Section 7.1 or (ii)
divided among such funds
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in 1 percent increments or in such other increments established by the Committee
from time to time. Each Eligible Employee for whom a Rollover Account is
established before such Eligible Employee has become a Participant shall, in the
manner prescribed by the Committee, make such investment election as of the
Valuation Date on which such account is established. During any period in which
no direction as to the investment of an Employee's account is on file with the
Committee, contributions or direct transfers made by him or her, or on his or
her behalf, to the Plan will be invested in such manner as the Committee shall
determine.
(c) Change of Investment Election. Subject to such restrictions as may
be imposed by the Committee, a Participant may elect as of the first day of each
quarter Plan Year and up to eight additional times during any Plan Year to
change as of any Valuation Date his or her investment election applicable to all
or any portion of his or her account balance; provided, that, a Participant who
does not use an election to change his or her investment election as of the
first day of a quarter Plan Year may use such election at any later date in such
Plan Year. In addition, a Participant may elect to change as of the first day of
any payroll period his or her investment election applicable to future
contributions made pursuant to Articles 4 or 5, or both, as specified by the
Participant. Such changes shall be limited to the investment funds then
maintained or employed by the Trustee pursuant to Section 7.1(a). A
Participant's change of investment
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election must be made in the manner prescribed by the Committee at least 30 days
(or such shorter period as may be designated by the Committee) prior to the date
as of which the change is to be effective. Any such change shall specify that
such contributions be invested either (i) wholly in one of the funds maintained
or employed by the Trustee pursuant to Section 7.1(a), or (ii) divided among
such funds in 1 percent increments or such other increments established by the
Committee from time to time.
Section 7.2. Allocation of Net Income of Trust Fund and Fluctuation in
Value of Trust Fund Assets. In the event that contributions, income and losses
are not otherwise specifically allocated to Participant accounts by the Trustee,
as soon as practical after each Valuation Date, the net worth of each investment
fund (as defined in Section 6.2) as of such Valuation Date shall be determined.
If the net worth of such investment fund as so determined is more or less than
the total of all balances credited as of such Valuation Date to the subaccounts
of Participants invested in the investment fund as of such Valuation Date who
are Participants as of such Valuation Date, the amount of any excess or
deficiency shall be prorated and credited or charged to such subaccounts
proportionally to the balances of such subaccounts as of the preceding Valuation
Date after making all allocations for such preceding Valuation Date prescribed
by this Article and after decreasing each such subaccount by any loans,
withdrawals or distributions from such subaccount during such
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period (but not less than zero), with all of such decreases to be made in such
manner as the Committee determines in its discretion to be necessary.
Section 7.3. Allocations of Contributions Among Participants'
Accounts. (a) Allocation of Before-Tax Contributions. Before-Tax Contributions
shall be allocated to the Before-Tax Contributions Account of each Participant
for whom such contributions are made as soon as practical after such
contributions are delivered to the Trustee or insurer maintaining a group
annuity contract.
(b) Allocation of Employer Matching Contributions. Employer Matching
Contributions shall be allocated to the Matching Contributions Account of each
Participant for whom such contributions are made as soon as practical after such
contributions are delivered to the Trustee or insurer maintaining a group
annuity contract.
(c) Allocation of After-Tax Contributions. After-Tax Contributions
shall be allocated to the After-Tax Contributions Account of the Participant who
makes such contributions as soon as practical after such contributions are
delivered to the Trustee or insurer maintaining a group annuity contract.
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(d) Allocation of Rollover Contributions and Direct Transfers.
Rollover contributions made pursuant to Article 5 shall be credited to the
Rollover Account of the Participant on whose behalf such contribution is made as
of the Valuation Date coinciding with or next following the date on which the
contribution is delivered to the Trustee.
(e) Allocation of Forfeitures. The total amount forfeited during any
Plan Year shall first be used to restore the accounts of "lost" Participants and
Beneficiaries as described in Section 8.7, next to restore the accounts of
Participants who are reemployed by the Employer of such Participant as described
in Section 10.3 and, to the extent any forfeitures are still remaining, shall be
allocated as of the last day of such Plan Year per capita among the accounts of
all Participants who are Employees on that day. Any such allocation shall be
made as soon as practical after the close of such Plan Year.
Section 7.4. Limitations on Allocations Imposed by Section 415 of the
Code. Notwithstanding any other provision of the Plan, the amount allocated to a
Participant's accounts under the Plan for each Plan Year shall be limited so
that (1) the aggregate annual additions to the Participant's accounts under this
Plan and in all other defined contribution plans maintained by an Employer shall
not exceed the lesser of (A) $30,000 (or, if greater, one-fourth of the dollar
limitation in effect under
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section 415(b)(1)(A) of the Code), and (B) 25 percent of the Participant's
compensation for such Plan Year; and (2) the sum of (A) and (B) below shall not
exceed 1.
(A) The sum of the annual additions to the Participant's accounts in
this Plan and aggregate annual additions to the Participant's accounts in
all other defined contribution plans maintained by an Employer (computed as
of the close of the Plan Year for which these computations are being made)
for each Plan Year during which the Participant shall have participated in
any such plan divided by the sum of, calculated with respect to each such
Plan Year, the lesser of:
(I) 125% of the maximum dollar amount which under section 415(c)(1)(A)
of the Code could have been contributed on behalf of the Participant to a
defined contribution plan for such year, and
(II) 35% of the Participant's compensation, for such Plan Year.
(B) The aggregate projected annual benefit of the Participant under
all defined benefit plans maintained by an Employer (determined as of the
close of the Plan Year for which such computations are made) divided by the
lesser of
(I) 125 percent of the maximum dollar limitation contained in section
415(b)(1)(A) of the Code as adjusted for increases in the cost of living
pursuant to section 415(d) of the Code, and
(II) 140 percent of the average of the Participant's compensation for
the three consecutive calendar years of his or her participation in such
defined benefit plans during which the Participant's compensation was the
highest.
If the amount to be allocated to a Participant's accounts pursuant to
Section 7.3 (relating to allocations of contributions among Participant's
accounts) for a Plan Year would
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exceed the limitation set forth in clause (1) of this Section 7.4, such excess
shall be reduced before allocations are made to the Participant's accounts. If
in any Plan Year the annual additions of a Participant would exceed the
limitation set forth in clause (1) of this Section 7.4 as a result of (i) a
reasonable error in estimating a Participant's compensation, (ii) the allocation
of forfeitures, (iii) a reasonable error in determining the amount of Before-Tax
Contributions that may be allocated to a Participant's account, or (iv) under
other limited facts and circumstances as determined by the Commissioner of
Internal Revenue, then the Committee shall reduce the Participant's annual
additions to the extent of such excess in the manner described below:
(a) First, by reducing the Participant's After-Tax Contributions
allocated to his or her account and any Employer Matching Contributions
attributable thereto and distributing to the Participant the amount by
which his or her After-Tax Contributions have been reduced, plus or minus
any earnings attributable thereto, determined in accordance with
Regulations. The amount by which the Participant's Matching Contributions
have been reduced shall be forfeited. The amount so forfeited shall be used
to reduce Matching Contributions in the next following Plan Year and each
Plan Year thereafter until such amount is reduced to zero.
(b) Second, by reducing the Participant's Before-Tax Contributions
allocated to his or her account and any Employer Matching Contributions
attributable thereto and distributing to the Participant the amount by
which his or her Before-Tax Contributions have been reduced, plus or minus
any earnings attributable thereto, determined in accordance with
Regulations. The amount by which the Participant's Matching Contributions
have been reduced shall be forfeited. The amount so forfeited shall be used
to reduce Matching Contributions in the next following Plan Year and each
Plan Year thereafter until such amount is reduced to zero.
(c) Third, by reducing forfeitures allocated to the Participant's
account and allocating the amount of such
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reduction among the accounts of all other Participants, of the same
Employer, who have in effect an election to make contributions pursuant to
Section 4.1 or 5.1.
(d) Fourth, by reducing the Employer Matching Contributions allocated
to the Participant's account and allocating the amount of such reduction
among the accounts of all other Participants, of the same Employer, who
have in effect an election to make contributions pursuant to Section 4.1 or
5.1.
If the amount to be allocated to a Participant's account under this
Plan and the aggregate projected annual benefit of the Participant under all
defined benefit plans maintained by his or her Employer for the Plan Year would
exceed the limitations set forth in clause (2) of this Section, the adjustments
described in the preceding paragraph shall be made but only after the benefits
to which a Participant is entitled under all other qualified defined benefit
plans maintained by his or her Employer have been reduced in accordance with the
terms of any such plans to the maximum extent possible.
For purposes of this Section 7.4, the "annual additions" for a Plan
Year to a Participant's accounts in this Plan and in any other defined
contribution plan maintained by an Employer is the sum during such Plan Year of:
(i) the amount of Employer contributions and Employee contributions
(but excluding any rollover contribution or direct transfers made to such
plan) allocated to such Participant's accounts,
(ii) the amount of forfeitures allocated to such Participant's
accounts, and
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(iii) contributions allocated on behalf of the Participant to any
individual medical benefit account as defined in section 415(l) of the
Code.
For purposes of this Section 7.4, "defined contribution plan," "projected annual
benefit" and "defined benefit plan" shall have the meanings set forth in section
415 of the Code and Regulations, and the term "Employer" shall include all
Affiliates except that in defining Affiliates "more than 50 percent" shall be
substituted for "at least 80 percent" where required by section 415(g) of the
Code. In addition, for purposes of this Section 7.4, "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 an Employer or
Affiliate, pursuant to any stock purchase plan, (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.
Section 7.5. Correction of Error. If it comes to the attention of the
Committee that an error has been made in any of the allocations prescribed by
this Article, appropriate adjustment shall be made to the accounts of all
Participants and designated Beneficiaries that are affected by such error,
except that no adjustment need be made with respect to any Participant or
Beneficiary whose account has been distributed in full prior to the discovery of
such error.
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ARTICLE 8
----------
WITHDRAWALS AND DISTRIBUTIONS
-----------------------------
Section 8.1. Withdrawals and Distributions Prior to Termination of
------------ -----------------------------------------------------
Employment.
- ----------
(a) Hardship Withdrawals. A Participant who has not attained age 59
1/2 may make a request in the manner prescribed by the Committee to withdraw as
of any date all or a portion of the balance of his or her Before-Tax
Contributions Account (other than earnings credited to such account after
December 31, 1988) only if the Participant has incurred a financial hardship,
except that while any loan to the Participant under Section 8.2 remains
outstanding, the amount available for withdrawal under this Section 8.1(a) shall
be the balance in such account less the balance of all outstanding loans to the
Participant. The determination of the existence of financial hardship and the
amount required to be distributed to satisfy the need created by the hardship
will be made by the Committee in a uniform and non-discriminatory manner subject
to the following rules:
(A) A financial hardship shall be deemed to exist if, and only if, the
Participant certifies to the Committee that the financial need is on account of:
(i) medical expenses described in section 213(d) of the Code incurred
or anticipated to be incurred by
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the Participant, the Participant's spouse or any dependents of the
Participant (as defined in section 152 of the Code);
(ii) the purchase (excluding mortgage payments) of a principal
residence of the Participant;
(iii) the payment of tuition for the next twelve months of post-
secondary education for the Participant, the Participant's spouse, children
or dependents;
(iv) the need to prevent eviction of the Participant from his or her
principal residence or foreclosure of the mortgage of the Participant's
principal residence.
(B) A distribution shall be deemed to be necessary to satisfy a financial
need of the Participant if, and only if, the Participant:
(i) has obtained all distributions, other than hardship withdrawals,
and all nontaxable loans under any Employer's plan in which the Participant
participates, and
(ii) demonstrates to the satisfaction of the Committee that the
distribution is not in excess of the amount of the immediate and heavy
financial need, which need shall include amounts necessary to pay any
federal, state and local income taxes, excise taxes and penalties.
(b) Withdrawals From the Before-Tax Contributions Account After Age
59 1/2. A Participant who has attained age 59 1/2 may make a request in the
manner prescribed by the Committee to withdraw as of any date an amount which is
not greater than the balance of his or her Before-Tax Contributions Account as
of the most recent Valuation Date determined by the Committee, except
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that while any loan to the Participant under Section 8.2 remains outstanding,
the amount available for withdrawal shall be the balance in such account less
the balance of all outstanding loans to the Participant.
(c) Withdrawals From the After-Tax Contributions Account. A Participant
may make a request in the manner prescribed by the Committee, no more than once
during any Plan Year, to withdraw from his or her After-Tax Contributions
Account an amount which is not greater than the balance of the Participant's
After-Tax Contributions Account as of the most recent Valuation Date determined
by the Committee, except that while any loan to the Participant under Section
8.2 remains outstanding, the amount available for withdrawal shall be the
balance in such account less the balance of all outstanding loans to the
Participant.
(d) Withdrawals from the Rollover Account. A Participant may make a
request in the manner prescribed by the Committee to withdraw an amount which is
not greater than the balance in his or her Rollover Account as of the most
recent Valuation Date determined by the Committee, except that while any loan to
the Participant under Section 8.2 remains outstanding, the amount available for
withdrawal shall be the balance in such account less the balance of all
outstanding loans to the Participant.
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(e) Provisions Applicable to All Withdrawals. Any withdrawal made
pursuant to this Section 8.1 shall be made at such time as prescribed by the
Committee and shall be made pro-rata from each of the investment funds in which
as of the date of the withdrawal (i) in the case of a withdrawal pursuant to
paragraph (a) or (b) of this Section 8.1, the Participant's Before-Tax
Contributions Account is invested, (ii) in the case of a withdrawal pursuant to
paragraph (c) of this Section 8.1, the Participant's After-Tax Contributions
Account is invested and (iii) in the case of a withdrawal pursuant to paragraph
(d) of this Section 8.1, the Participant's Rollover Account is invested.
(f) Distributions in Respect of the Employer Stock Fund. Each Participant,
any portion of whose account balance is invested in the Employer Stock Fund in
accordance with Section 7.1(b), shall receive from the Plan, subject to ComEd's
receipt from the Internal Revenue Service of a private letter ruling stating
that dividends distributed to Participants shall be deductible by ComEd under
Section 404(k) of the Code, a cash dividend distribution equal to the dividends
paid in respect of the total number of shares of Unicom Corporation Common Stock
represented by the Participant's proportionate share of the Employer Stock Fund
as of such date as may be determined from time to time by the Committee on or
before each dividend record date after December 31, 1994. Such distribution
shall be made no later
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than 90 days after the end of the Plan Year in which such dividends are paid to
the Plan.
Section 8.2. Loans to Participants. (a) Making of Loans. Subject to the
restrictions set forth in this Section, the Committee shall establish a loan
program whereby any Participant who is a party-in-interest (within the meaning
of section 3(14) of ERISA) or any Beneficiary who is a party-in-interest may
request, in the manner and form prescribed by the Committee, to borrow funds
from the Plan. The principal amount of such loan shall be not less than $1,000
and the aggregate amount of all outstanding loans to a Participant or
Beneficiary shall not exceed the lesser of: (1) 50% of the value of the
aggregate of the Participant's vested account balances as of the Valuation Date
coinciding with or immediately preceding the day on which the loan is made; and
(2) $50,000, reduced by the excess, if any, of the highest outstanding loan
balance of the Participant under all plans maintained by the Employer during the
period of time beginning one year and one day prior to the date such loan is to
be made and ending on the date such loan is to be made over the outstanding
balance of loans from all such plans on the date on which such loan was made.
(b) Restrictions. Any loan approved by the Committee pursuant to
the preceding paragraph (a) shall be made only upon the following terms and
conditions:
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(1) The period for repayment of the loan shall be arrived at by
mutual agreement between the Committee and the Participant but such period
shall not exceed five years or, in the case of a loan to acquire a
principal place of residence, ten years, from the date of the loan. Such
loan may be prepaid at any time, without penalty, by delivery to the
Committee of a check in an amount equal to the entire unpaid balance of
such loan. No partial prepayment shall be permitted. Any loan to a
Participant who is an Employee is due in full immediately after termination
of employment.
(2) No loan shall be made to a Participant who is an Employee unless
such Participant consents to have such loan repaid in substantially equal
installments deducted from the regular payments of the Participant's
compensation during the term of the loan.
(3) Each loan shall be evidenced by the Participant'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 Plan, and shall be
secured by an assignment of 50% of the Participant's vested account
balance.
(4) Each loan shall bear a fixed interest rate commensurate with the
interest rates then being charged by persons in the business of lending
money for loans made under similar circumstances, as determined by the
Committee.
(5) Except as otherwise provided in this Plan, no withdrawal (other
than a withdrawal from a Participant's Before-Tax Contributions Account or
After-Tax Contributions Account to the extent that such withdrawal would
not reduce the Participant's vested account balances to less than the then
outstanding balance of any loan to such Participant) or distribution shall
be made to any Participant who has borrowed from the Trust, or to a
Beneficiary of any such Participant, unless and until the loan, including
interest, has been repaid.
(6) A charge shall be made against the account of each Participant
requesting a loan equal to such reasonable loan application fee (and loan
acceptance fee, if required by the Committee) as shall be set from time to
time by the Committee.
(7) A Participant is permitted only one loan in any calendar year;
provided, however, that no more than five loans to a Participant may be
outstanding at any time.
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(8) Loan repayments shall be invested in the various investment funds
as elected by the Participant.
(9) The Committee may, in its sole discretion, restrict the amount to
be disbursed pursuant to any loan request to the extent it deems necessary
to take into account any fluctuations in the value of a Participant's
accounts since the Valuation Date immediately preceding the date on which
such loan is to be made.
If any loan or portion of a loan made to a Participant under the Plan,
together with the accrued interest thereon, is in default, the Committee shall
take appropriate steps to collect on the note and foreclose on the security. If
upon a Participant's termination of employment, death or retirement, any loan or
portion of a loan made to such Participant under the Plan, together with the
accrued interest thereon, remains unpaid, such unpaid amount may be repaid to
the Plan within 90 days after the Participant's termination of employment. If
full repayment is not so made, an amount equal to the unpaid portion of such
loan, together with the accrued interest thereon, shall be charged to the
Participant's accounts after all other adjustments required under the Plan, but
before any distribution pursuant to Section 8.3 (relating to distributions upon
termination of employment).
(c) Loan Subaccount. The Trustee shall establish and maintain a loan
subaccount on behalf of each Participant or Beneficiary to whom a loan is made
under this Section 8.2. Such subaccount shall represent the investment of the
Participant's or Beneficiary's account in such loan. As of the Valuation Date
immediately preceding the date on which a loan is approved, the
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Participant's or Beneficiary'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 Participant or Beneficiary
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.
Section 8.3. Distributions Upon Termination of Employment. (a) Termination
of Employment under Circumstances Entitling Participant to Full Distribution of
His or Her Account Balance. If a Participant's employment terminates under any
of the following circumstances, the Participant, or his or her designated
Beneficiary, as the case may be, shall be entitled to receive the entire balance
of the Participant's accounts, at the time set forth in Section 8.4 and in the
manner set forth in paragraph (c) of this Section 8.3:
(1) On or after the date the Participant attains age 65;
(2) After the Participant's termination of employment under
circumstances entitling the Participant to immediate early retirement
benefits under a qualified defined benefit plan of the Employer or an
Affiliate;
(3) On account of the Participant's death;
(4) On account of the Participant's Disability; or
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(5) After the January 1st next following the fourth anniversary of
the date the Participant commenced participation in the Plan.
(b) Termination of Employment under Circumstances Resulting in Partial
Forfeiture of the Participant's Employer Matching Contributions Account Balance.
If a Participant's employment terminates under circumstances other than those
set forth in paragraph (a), the Participant shall be entitled to receive, at the
time set forth in Section 8.4 and in the manner described in paragraph (c) of
this Section 8.3, the balances of the Participant's Before-Tax Contributions
Account, After-Tax Contributions Account and Rollover Account plus the
Participant's vested percentage, determined as of his or her Termination Date in
accordance with the following sentence, in his or her Employer Matching
Contributions Account. A Participant shall become 20% vested in his or her
Employer Matching Contributions Account on each January 1, but not in excess of
five, following the date the Participant first becomes a Participant pursuant to
Section 3.1, provided, that the Participant is an Employee on each such January
1. The amount distributable pursuant to this paragraph shall continue to be
invested until distributed at the time provided in Section 8.4, as the
Participant directs in accordance with Section 7.1(b). The difference between
the balance of the Participant's Employer Matching Contributions Account and the
amount distributable with respect to such account pursuant to this paragraph
shall be s egregated from such Account as of the date on
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which both the Participant's employment has terminated and the Participant has
requested a distribution from the Plan and shall be invested in the investment
fund determined by the Committee to provide the least risk of loss of the amount
invested until such nonvested amount either shall again be credited to the
Participant's Employer Matching Contributions Account pursuant to Section
10.3(b) or allocated in the manner prescribed by Section 7.3(e). If such
Participant is not rehired by an Employer before the first anniversary of the
Participant's Termination Date, the portion so segregated from his or her
Employer Contribution Account shall become a forfeiture at the end of the Plan
Year following the Plan Year in which the Participant receives a total
distribution from the Plan. The aggregate amount of Participants' forfeitures
occurring during a Plan Year shall be allocated as described in Section 7.3(e).
(c) Form of Distribution. (1) Any distribution to which a Participant or
Beneficiary, as the case may be, becomes entitled upon termination of employment
shall be distributed by whichever of the following forms of distribution the
Participant or Beneficiary, as the case may be, elects in writing:
(A) By payment in a lump sum.
(B) By payment in a series of approximately equal, annual
installments, over a period of up to 15 years; provided that such period is
not longer than the joint life expectancy of the Participant and his or her
Beneficiary or, in the case of a distributee other than the Participant,
the life expectancy of the distributee,
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and further provided that payment to such distributee commences not later
than one year after the date of the Participant's death. If the
Participant's Beneficiary is an individual other than the Participant's
spouse, the present value (as determined by the Committee) of the
installments expected to be paid to the Participant shall not be less than
50% of the balance of his or her account at the time distributions
hereunder shall commence. If any balance remains in a Participant's (or
Beneficiary's) accounts at the expiration of the period of time over which
installments are to be paid, the distributee may elect to have installments
of the same amount continued at the same intervals until the account is
exhausted or to have the entire balance paid to the distributee in a lump
sum. If the balance in a Participant's (or Beneficiary's) account is
insufficient to complete the number of installments initially contemplated,
payment of installments shall terminate upon exhaustion of such accounts.
A Participant who elected to receive distribution of his or her vested
account balance in the form of installments may, at any time after such election
is made, elect to receive the remaining amount of his or her vested account
balance in the form of a lump sum payment. If no election is made by a
Participant or Beneficiary, as the case may be, as to the form of distribution,
the Participant's vested account balance shall be distributed in the form of a
lump sum payment.
The amount distributed hereunder shall be paid in cash, except that if the
Participant's account is paid in a lump sum, then the Participant may request
that all of his or her account invested in the Employer Stock Fund be
distributed in whole shares of Unicom Corporation Common Stock held in such Fund
with any fractional share being paid in cash. The number of shares of
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Unicom Corporation Common Stock to be distributed shall be based on the current
fair market value of a share of Unicom Corporation Common Stock as determined by
the Trustee under Section 7.2 as of the Valuation Date coinciding with or
immediately preceding the date payment of the Participant's account is to be
made. 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 the preceding paragraphs, no distribution shall be made in
the form of installments with respect to a Participant's Rollover Account that
was established to hold the amount distributed or directly transferred from the
Commonwealth Edison Company Employe Stock Ownership Plan upon such plan's
termination if the Participant elected not to receive distribution of such
amount until his or her 65th birthday.
(d) Notice of Availability of Election of Optional Forms of Benefits. No
less than 30 days and no more than 90 days before distribution is to be made
hereunder, the Committee shall give the Participant by mail or personal delivery
a written notice in nontechnical language that he or she may elect either form
of distribution set forth in paragraph (c) of this Section. Such notice shall
include a general description of the eligibility conditions and other material
features of the optional forms of
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distribution provided under the Plan. Notwithstanding the first sentence of this
subsection, distribution may commence less than 30 days after the notice
described above is given, provided that: (i) 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 (ii)
the Participant, after receiving the notice, affirmatively elects a
distribution.
(e) Small Benefits Payable in Lump Sum. Notwithstanding any provision
of the Plan to the contrary, if the amount of the Participant's account balance
to be distributed under this Section does not exceed $3,500, such amount shall
be distributed as soon as administratively practical after the Valuation Date
coinciding with or next following the Participant's termination of employment.
(f) Direct Rollover Option. In the case of a distribution from the
Plan (excluding any amount offset against the Participant's account balance to
repay the outstanding balance of any unpaid loan) of at least $200 which is an
"eligible rollover distribution" within the meaning of section 402 of the Code,
a Participant (or surviving spouse of a Participant) may elect that all or any
portion of such distribution shall be directly transferred as a rollover
contribution from this Plan to
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(i) an individual retirement account described in section 408(a) of the Code,
(ii) an individual retirement annuity described in section 408(b) of the Code,
(iii) an annuity plan described in section 403(a) of the Code or (iv) another
plan qualified under section 401(a) of the Code (the terms of which permit the
acceptance of rollover contributions) (provided, however, that a surviving
spouse of a Participant may only elect to have such distribution directly
transferred to an individual retirement account or individual retirement
annuity). Notwithstanding the foregoing, a Participant (or surviving spouse of a
Participant) shall not be entitled to so elect to have an amount less than the
total amount of such distribution transferred as a rollover contribution unless
such portion equals at least $500.
Section 8.4. Time of Distribution. Subject to Section 8.3(e), a
Participant who has terminated employment shall commence receiving distribution
of his or her vested account balance as soon as administratively practical after
the Valuation Date coinciding with or immediately following the date on which
the Participant attains age 65, except as provided below.
(1) Early Distribution. A Participant whose Termination Date is prior
to his or her 65th birthday may elect in writing prior to his or her
termination of employment to have distribution of his or her vested account
balance commence within 60 days after the Valuation Date coinciding with or
immediately following the Participant's Termination Date.
(2) Deferral of Distribution. A Participant may elect in writing
prior to his or her termination of employment that
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distribution of his or her vested account balance commence within 60 days
following the end of the Plan Year in which the Participant attains age
70 1/2.
(3) Elections After Termination Date. A Participant who has
terminated employment and whose distribution is to commence either after
the Participant's attainment of age 65 or 70 1/2 may elect at any time to
have distribution of his or her vested account balance made within 60 days
after the date such election is made.
(4) Required Beginning Date. Except as provided in subparagraph (2),
distributions paid or commencing during the Participant's lifetime shall
commence not later than the earlier of (A) 60 days after the end of the
Plan Year in which a Participant has both attained age 65 and terminated
employment and (B) April 1 of the calendar year following the calendar year
in which the Participant attains age 70 1/2, except that distributions made
to a Participant who attained age 70 1/2 before January 1, 1988 and who was
not a "five percent owner" (as defined in section 416(i) of the Code) at
any time during the Plan Year ending with or within the calendar year in
which the Participant attained age 66 1/2 or any subsequent Plan Year may
commence on April 1 of the calendar year following the later of the
calendar year in which the Participant attains age 70 1/2 or the calendar
year in which the Participant retires.
(5) Distributions Commencing After Participant's Death. Distributions
commencing after the Participant's death shall be completed within five
years after the death of the Participant, except that (i) effective with
respect to any Participant whose death occurs on or after January 1, 1995,
regardless of when such Participant's employment terminated, if the
Participant's Beneficiary is the Participant's spouse, distribution may be
deferred until the date on which the Participant would have attained age 70
1/2 had he or she survived and (ii) if the Participant's Beneficiary is a
natural person other than the Participant's spouse and distributions
commence not later than one year after the Participant's death, such
distributions may be made over a period not longer than the life expectancy
of such Beneficiary. If at the time of the Participant's death,
distribution of the Participant's benefit has commenced, the remaining
portion of the Participant's benefit shall be paid in the manner elected by
the Participant's Beneficiary, but at least as rapidly as was the method of
distribution being used prior to the Participant's death.
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Notwithstanding anything contained herein to the contrary and except
as provided in paragraph (4) above, in the event that the recordkeeper for the
Plan is changed, distributions may be made at such time as prescribed by the
Committee in order to accommodate the transfer of records to the new
recordkeeper.
Section 8.5. Designation of Beneficiary. Each Participant shall
have the right to designate a Beneficiary or Beneficiaries (who may be
designated contingently or successively and that may be an entity other than a
natural person) to receive any distribution to be made under Section 8.3
(relating to distributions upon termination of employment) upon the death of
such Participant or, in the case of a Participant who dies subsequent to
termination of his or her employment but prior to the distribution of the entire
amount to which he or she is entitled under the Plan, any undistributed balance
to which such Participant would have been entitled, provided, however, that no
such designation (or change thereof) shall be effective if the Participant was
married on the date of the Participant's death unless such designation (or
change thereof) was consented to at the time of such designation (or change
thereof) by the person who was the Participant's spouse, in writing,
acknowledging the effect of such consent and witnessed by a notary public or a
Plan representative, or it is established to the satisfaction of the Committee
that such consent could not be obtained because the Participant's spouse cannot
be located or such other circumstances
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as may be prescribed in Regulations. Subject to the preceding sentence, a
Participant may from time to time, without the consent of any Beneficiary,
change or cancel any such designation. Such designation and each change therein
shall be made in the form prescribed by the Committee and shall be filed with
the Committee. If (i) no Beneficiary has been named by a deceased Participant,
(ii) such designation is not effective pursuant to the proviso contained in the
first sentence of this section, or (iii) the designated Beneficiary has
predeceased the Participant, any undistributed balance of the deceased
Participant shall be distributed by the Trustee at the direction of the
Committee (a) to the surviving spouse of such deceased Participant, if any, or
(b) if there is no surviving spouse, to the surviving children of such deceased
Participant, if any, in equal shares, or (c) if there is no surviving spouse or
surviving children, to the surviving parents of such deceased Participant, if
any, in equal shares, or (d) if there is no surviving spouse, surviving children
or surviving parents, to the executor or administrator of the estate of such
deceased Participant or (e) if no executor or administrator has been appointed
for the estate of such deceased Participant within six months following the date
of the Participant's death, in equal shares to the person or persons who would
be entitled under the intestate succession laws of the state of the
Participant's domicile to receive the Participant's personal estate. The
marriage of a Participant shall be deemed to revoke any prior designation of a
Beneficiary made by him or her
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and a divorce shall be deemed to revoke any prior designation of the
Participant's divorced spouse if written evidence of such marriage or divorce is
received by the Committee.
Section 8.6. Distributions to Minor and Disabled Distributees. Any
distribution under this Article that is payable to a distributee who is a minor
or to a distributee who, in the opinion of the Committee, is unable to manage
his or her affairs by reason of illness or mental incompetency may be made to or
for the benefit of any such distributee at such time consistent with the
provisions of Section 8.5 and in such of the following ways as the legal
representative of such distributee shall direct: (a) directly to any such minor
distributee if, in the opinion of such legal representative, the distributee is
able to manage his or her affairs, (b) to such legal representative, (c) to a
custodian under a Uniform Gifts to Minors Act for any such minor distributee, or
(d) to some near relative of any such distributee to be used for the latter's
benefit. Neither the Committee nor the Trustee shall be required to see to the
application by any third party other than the legal representative of a
distributee of any distribution made to or for the benefit of such distributee
pursuant to this Section.
Section 8.7. "Lost" Participants and Beneficiaries. If within a
period of five years following the death or other termination of employment of
any Participant the Committee in the
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exercise of reasonable diligence has been unable to locate the person or persons
entitled to benefits under this Article 8, the rights of such person or persons
shall be forfeited, provided, however, that the Plan shall reinstate and pay to
such person or persons the amount of the benefits so forfeited upon a claim for
such benefits made by such person or persons. The amount to be so reinstated
shall be obtained from the total amount that shall have been forfeited pursuant
to Section 8.3 during the Plan Year that the claim for such forfeited benefit is
made. If the amount to be reinstated exceeds the amount of such forfeitures, the
Employer in respect of whose Employee the claim for forfeited benefit is made
shall make a contribution in an amount equal to the remainder of such excess.
Any such contribution shall be made without regard to whether or not the
limitations set forth in Section 4.5 will be exceeded by such contribution.
ARTICLE 9
----------
PARTICIPANTS' STOCKHOLDER RIGHTS
--------------------------------
Section 9.1. Voting Shares of Stock. Each Participant and
Beneficiary shall be entitled to direct the Trustee as to the exercise of any
voting rights attributable to shares of Common Stock, without par value, of
Unicom Corporation ("Unicom Stock") then allocated to his or her account and the
Trustee shall vote such shares according to the voting directions of the
Participant or Beneficiary that have been timely submitted to the Trustee on
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forms provided by the Trustee for such purpose. Participants and Beneficiaries
shall be permitted to direct the Trustee as to the exercise of any voting
rights, including, but not limited to, any corporate matter that involves the
voting of shares of Unicom Stock with respect to the approval or disapproval of
any corporate merger or consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all assets of a trade or
business, or similar transaction prescribed in Regulations. The Trustee shall
with respect to any matter vote the shares of Unicom Stock credited to
Participants' accounts with respect to which the Trustee does not timely receive
voting instructions in the same proportion as to shares the Trustee has received
voting instructions. Written notice of any meeting of stockholders of Unicom
Corporation and a request for voting instructions shall be given by the
Committee or the Trustee, at such time and in such manner as the Committee shall
determine, to each Participant or Beneficiary entitled to give instructions for
voting shares of Unicom Stock at such meeting. The Committee shall establish
and pay for a means by which Participants and Beneficiaries can expeditiously
deliver such voting instructions to the Trustee. All instructions delivered by
Participants or Beneficiaries shall be confidential and shall not be disclosed
to any person, including the Employer.
Section 9.2. Tender Offers. (a) In the event a tender offer is
made generally to the stockholders of Unicom Corporation
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to transfer all or a portion of their shares of Unicom Stock in return for
valuable consideration, including but not limited to, offers regulated by
section 14(d) of the Securities Exchange Act of 1934, as amended, each
Participant or Beneficiary shall be entitled to direct the Trustee regarding how
to respond to any such tender offer with respect to the number of shares of
Unicom Stock then allocated to his or her account and the Trustee shall vote
such shares according to the voting directions of the Participant or Beneficiary
that have been timely submitted to the Trustee on forms provided by the Trustee
for such purpose. A Participant or Beneficiary shall not be limited in the
number of directions to tender or withdraw from tender that he or she can give,
but shall not have the right to give directions to tender or withdraw from
tender after a reasonable time established by the Trustee pursuant to paragraph
(c) of this Section. The Trustee shall with respect to a tender offer decline to
vote the shares of Unicom Stock credited to Participants' accounts with respect
to which the Trustee does not timely receive directions on how to respond to any
such tender offer. All such directions shall be confidential and shall not be
disclosed to any person, including the Employer.
(b) Within a reasonable time after the commencement of a tender offer,
the Committee shall provide to each Participant and Beneficiary:
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(i) the offer to purchase as distributed by the offeror to the
stockholders of Unicom Corporation,
(ii) a statement of the shares of Unicom Stock allocated to his or her
account, and
(iii) directions as to the means by which a Participant can give
directions with respect to the tender offer.
The Committee shall establish and pay for a means by which a Participant and
Beneficiary can expeditiously deliver directions to the Trustee with respect to
a tender offer. The Committee shall transmit or cause to be transmitted to the
Trustee aggregate numbers of shares to be tendered or withheld from tender
representing directions of Participants and Beneficiaries. The Committee, at its
election, may engage an agent to receive directions from Participants and
Beneficiaries and transmit them to the Trustee.
(c) The Trustee may establish a reasonable time, taking into account
the time restrictions of the tender offer, after which it shall not accept
directions of Participants or Beneficiaries.
ARTICLE 10
-----------
SPECIAL PARTICIPATION AND DISTRIBUTION
--------------------------------------
RULES RELATING TO REEMPLOYMENT OF
---------------------------------
TERMINATED EMPLOYEES AND
------------------------
EMPLOYMENT BY RELATED ENTITIES
------------------------------
Section 10.1. Change of Employment Status. If an Employee who is
not a Participant becomes eligible to participate
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because of a change in his or her employment status, such Employee shall become
a Participant as of the date of such change if either the Employee is on the
management or executive payroll or the Employee has satisfied the eligibility
service requirement set forth in Section 3.1; otherwise the Employee shall
become a Participant in accordance with Section 3.1 following satisfaction of
the eligibility service requirement.
Section 10.2. Reemployment of an Eligible Employee Whose Employment
Terminated Prior to His or Her Becoming a Participant. (a) If the employment of
an Eligible Employee who is not on the management or executive payroll
terminated before the Employee satisfied the eligibility service requirement set
forth in Section 3.1 and such Employee is thereafter reemployed by an Employer,
such Employee shall be eligible to become a Participant in accordance with
Section 3.1.
(b) If the employment of an Eligible Employee who is not on the
management or executive payroll terminated after he or she had satisfied the
eligibility service requirement set forth in Section 3.1 but prior to becoming a
Participant is reemployed by an Employer, he or she shall not be required to
satisfy again such requirement and shall be eligible to become a Participant
upon filing an application in accordance with Section 3.2.
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Section 10.3. Reemployment of a Terminated Participant. (a) If a
terminated Participant is reemployed, the Participant shall not be required to
satisfy again the eligibility service requirement set forth in Section 3.1 and
shall again become a Participant upon filing an application in accordance with
Section 3.2.
(b) If a terminated Participant is reemployed prior to the fifth
anniversary of his or her Termination Date and, at or after the Participant's
termination of employment, a portion or all of the Employer Matching
Contributions Account was not vested and was segregated pursuant to Section
8.3(b) or was forfeited pursuant to Section 8.3(b), then an amount equal to the
portion of the Employer Matching Contributions Account which was so segregated
or forfeited, as the case may be, shall be credited to the Employer Matching
Contributions Account of the Participant as of the date of his or her
reemployment. If the Participant's employment shall thereafter again terminate
under circumstances resulting in a portion of the Participant's Employer
Matching Contributions Account being not vested, the amount of any prior
distribution shall be added to the Participant's account balance for purposes of
determining the amount thereof distributable and the amount thereof that is not
vested pursuant to Section 8.3(b). Amounts credited to a Participant's account
pursuant to this paragraph shall be credited, in accordance with the
Participant's
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investment direction pursuant to Section 7.1(b), to the appropriate investment
accounts.
If a Participant is reemployed after the fifth anniversary of his or
her Termination Date, any portion of his or her Employer Matching Contributions
Account that was forfeited pursuant to Section 8.3(b) shall not be credited to
his or her account, but the Participant's vesting percentage prior to his or her
termination of employment shall be taken into account in determining his or her
vesting percentage with respect to Employer Matching Contributions made to the
Participant's account after the date of his or her reemployment.
For purposes of the preceding paragraphs, the Participant's vesting
percentage shall be determined in accordance with Section 8.3 (relating to
distributions upon termination of employment); provided, that, for purposes of
Section 8.3(b) (relating to termination of employment under circumstances
resulting in partial forfeiture), a Participant's vesting percentage shall
increase no less than 20% if the number of days during which the Participant was
an Employee in the Plan Year in which his or her employment terminated prior to
being reemployed plus the number of days during which he or she was an Employee
in the Plan Year during which he or she terminates employment after being
reemployed exceeds 365 days.
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Section 10.4. Employment by an Affiliate. If an individual is
employed by an Affiliate, then any period of such employment shall be taken into
account solely for the purposes of determining whether and when such individual
is eligible to participate in the Plan under Article 3, when such individual has
retired or otherwise terminated his or her employment for purposes of Article 8
to the same extent it would have been had such period of employment been as an
Employee of his or her Employer.
Section 10.5. Leased Employees. If an individual who performed
services as a leased employee (within the meaning of section 414(n)(2) of the
Code) of an Employer or an Affiliate becomes an Employee, or if an Employee
becomes such a leased employee, then any period during which such services were
so performed shall be taken into account solely for the purposes of determining
whether and when such individual is eligible to participate in the Plan under
Article 3 and determining when such individual has retired or otherwise
terminated his or her employment for purposes of Article 8 to the same extent it
would have been had such service been as an Employee. This Section shall not
apply to any period of service during which such a leased employee was covered
by a plan described in section 414(n)(5) of the Code.
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ARTICLE 11
-----------
ADMINISTRATION
--------------
Section 11.1. The Committee. (a) ComEd shall be the named fiduciary
and the "administrator" of the Plan within the meaning of such terms as used in
ERISA. Pursuant to a resolution of the Board of Directors of ComEd, or a
committee thereof, ComEd shall appoint the Committee, which shall consist of not
less than three members, to be responsible for the administration of the
provisions of the Plan, except for duties specifically vested in the Trustee.
The Committee shall be a "named fiduciary" within the meaning of such term as
used in ERISA for purposes of designating the investment funds under Section 6.2
and for purposes of appointing one or more investment managers as described in
ERISA. ComEd shall have the right at any time, with or without cause, to remove
one or more members of the Committee. Any member of the Committee may resign and
the resignation shall be effective upon delivery of the written resignation to
ComEd. Upon the resignation, removal or failure or inability for any reason of
any member of the Committee to act hereunder, ComEd shall appoint a successor.
Any successor Committee member shall have all the rights, privileges and duties
of the predecessor, but shall not be held accountable for the acts of the
predecessor.
(b) Any member of the Committee may, but need not, be an Employee,
trustee or officer of an Employer and such status
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shall not disqualify such person from taking any action hereunder or render such
person accountable for any distribution or other material advantage received by
him or her under this Plan, provided that no member of the Committee who is a
Participant shall take part in any action of the Committee or any matter
involving solely his or her rights under this Plan.
(c) Promptly after the appointment of the Committee and from time to
time thereafter, and promptly after the appointment of any successor Committee,
the Trustee shall be notified as to the names of the persons so appointed by
delivery to the Trustee of a written instrument duly adopted by ComEd making
such appointments.
(d) The Committee shall have the duty and authority to interpret and
construe the Plan in regard to all questions of eligibility, the status and
rights of Participants, distributees and other persons under the Plan, and the
manner, time, and amount of payment of any distribution under the Plan. Each
Employer shall, from time to time, upon request of the Committee, furnish to the
Committee such data and information as the Committee shall require in the
performance of its duties.
(e) The Committee shall direct the Trustee to make payments of
amounts to be distributed from the Trust under Article 8.
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(f) The Committee shall supervise the collection of Participants'
contributions made pursuant to Article 5 and the delivery of such contributions
to the Trustee.
(g) The Committee may allocate its responsibilities and may designate
any person, persons, partnership or corporation to carry out any of its
responsibilities with respect to administration of the Plan. Any such allocation
or designation shall be reduced to writing and such writing shall be kept with
the records of the Plan.
(h) The Committee may act at a meeting or by written consent approved
by a majority of its members. The Committee shall elect one of its members as
chairman and appoint a secretary, who may or may not be a member of the
Committee. The secretary shall keep a record of all meetings and forward all
necessary communications to the Employers or the Trustee. All decisions of the
Committee shall be made by the majority, including actions taken by written
consent. The Committee shall be the Plan's agent for service of legal process
and forward all necessary communications to the Trustee. The Committee may adopt
such rules and procedures as it deems desirable for the conduct of its affairs
and the administration of the Plan, provided that any such rules and procedures
shall be consistent with the provisions of the Plan and ERISA.
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(i) The Committee shall discharge its duties with respect to the Plan
(i) solely in the interest of the Participants and Beneficiaries, (ii) for the
exclusive purpose of providing benefits to Employees participating in the Plan
and their Beneficiaries and of defraying reasonable expenses of administering
the Plan and (iii) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims. The Employers hereby jointly and severally
indemnify the Committee the board of directors of ComEd and the officers of
ComEd and each of them, from the effects and consequences of their acts,
omissions and conduct in their official capacity, except to the extent that such
effects and consequences result from their own willful misconduct.
(j) The members of the Committee may not receive any compensation or
fee from the Plan for services as members of the Committee. The Employers shall
reimburse the members of the Committee for any reasonable expenditures incurred
in the discharge of their duties as members of the Committee.
(k) The Committee may require a Participant or Beneficiary to
complete and file certain applications or forms approved by the Committee and to
furnish such information
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requested by the Committee. The Committee may rely upon all such information so
furnished to it.
(l) The Committee may employ such counsel (who may be of counsel for
an Employer) and agents and may arrange for such clerical and other services as
it may require in carrying out the provisions of the Plan.
Section 11.2. Claims Procedure. Any Participant or distributee who
believes he or she is entitled to benefits in an amount greater than those which
he or she is receiving or has received may file a claim with the Committee. Such
a claim shall be in writing and state the nature of the claim, the facts
supporting the claim, the amount claimed, and the address of the claimant. The
Committee shall review the claim and, unless special circumstances require an
extension of time, within 90 days after receipt of the claim, give written
notice by registered or certified mail to the claimant of his or her decision
with respect to the claim. If special circumstances require an extension of
time, the claimant shall be so advised in writing within the initial 90-day
period and in no event shall such an extension exceed 90 days. The notice of the
decision of the Committee with respect to the claim shall be written in a manner
calculated to be understood by the claimant and, if the claim is wholly or
partially denied, set forth the specific reasons for the denial, specific
references to the pertinent Plan provisions on which the
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denial is based, a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary, and an explanation of the claim review
procedure under the Plan. The Committee shall also advise the claimant that the
claimant or his or her duly authorized representative may request a review by
the Chairman of the Committee of the denial by filing with the Chairman within
60 days after notice of the denial has been received by the claimant, a written
request for such review. The claimant shall be informed that he or she may have
reasonable access to pertinent documents and submit comments in writing to the
Chairman within the same 60-day period. If a request is so filed, review of the
denial shall be made by the Chairman within, unless special circumstances
require an extension of time, 60 days after receipt of such request, and the
claimant shall be given written notice of the Chairman's final decision. If
special circumstances require an extension of time, the claimant shall be so
advised in writing within the initial 60-day period and in no event shall such
an extension exceed 60 days. The notice of the Chairman's final decision shall
include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based and shall be written in
a manner calculated to be understood by the claimant.
Section 11.3. Procedures for Domestic Relations Orders. If Committee
receives any written judgment, decree or order
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(including approval of a property settlement agreement) pursuant to domestic
relations or community property laws of any state relating to the provision of
child support, alimony or marital property rights of a spouse, former spouse,
child or other dependent of a Participant and purporting to provide for the
payment of all or a portion of the Participant's benefit under the Plan to or on
behalf of one or more of such persons (such judgment, decree or order being
hereinafter called a "domestic relations order"), the Committee shall promptly
notify the Participant and each other payee specified in such domestic relations
order of its receipt and of the following procedures. After receipt of a
domestic relations order, the Committee shall determine whether such order
constitutes a "qualified domestic relations order," as defined in Section
14.2(b), and shall notify the Participant and each payee named in such order in
writing of its determination. Such notice shall be written in a manner
calculated to be understood by the parties and shall set forth specific reasons
for the Committee's determination, and shall contain an explanation of the
review procedure under the Plan. The Committee shall also advise each party that
the party or his or her duly authorized representative may request a review by
the Committee's determination by filing a written request for such review. The
Committee shall give each party affected by such request notice of such request
for review. Each party also shall be informed that he or she may have reasonable
access to pertinent documents and submit comments in writing to the Committee in
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connection with such request for review. Each party shall be given written
notice of the Committee's final determination, which notice shall be written in
a manner calculated to be understood by the parties and shall include specific
reasons for such final determination. Any amounts subject to a domestic
relations order which would be payable to the alternate payee prior to the
determination that such order is a qualified domestic relations order shall be
separately accounted for and not distributed prior to such determination. If
within a reasonable time after receipt of written evidence of such order it is
determined that such domestic order constitutes a qualified domestic relations
order, the amounts so separately accounted for (plus any interest thereon) shall
be paid to the alternate payee. If within such reasonable period of time it is
determined that such order does not constitute a qualified domestic relations
order, the amounts so separately accounted for (plus any interest thereon) shall
be paid to such other persons, if any, entitled to such amounts at such time.
Prior to the issuance of regulations, the Committee shall establish the time
periods in which the Committee's determination, a request for review thereof and
the review by the Committee shall be made, provided that the total of such time
periods shall not be longer than 18 months from the date written evidence of a
domestic relations order is received by the Committee.
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The duties of the Committee under this Section may be delegated by
the Committee to one or more persons other than the Committee.
Section 11.4. Notices to Participants, Etc. All notices, reports and
statements given, made, delivered or transmitted to a Participant or distributee
or any other person entitled to or claiming benefits under the Plan shall be
deemed to have been duly given, made or transmitted when mailed by first class
mail with postage prepaid and addressed to the Participant or distributee or
such other person at the address last appearing on the records of the Committee.
A Participant or distributee or other person may record any change of his or her
address from time to time by written notice filed with the Committee.
Section 11.5. Notices to Committee. Written directions, notices and
other communications from Participants or distributees or any other person
entitled to or claiming benefits under the Plan to the Committee shall be deemed
to have been duly given, made or transmitted either when delivered to such
location as shall be specified upon the forms prescribed by the Committee for
the giving of such directions, notices and other communications or when mailed
by first class mail with postage prepaid and addressed to the addressee at the
address specified upon such forms.
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Section 11.6. Records. The Committee shall keep a record of all of
its proceedings and shall keep or cause to be kept all books of account, records
and other data as may be necessary or advisable in its judgment for the
administration of the Plan.
Section 11.7. Reports of Trustee and Accounting to Participants. The
Committee shall keep on file, in such form as it shall deem convenient and
proper, all reports concerning the Trust Fund received by it from the Trustee,
and the Committee may, as soon as possible after the close of each Plan Year,
advise each Participant and Beneficiary of the balance credited to any account
for his or her benefit as of the close of such Plan Year pursuant to Article 7
hereof.
ARTICLE 12
-----------
PARTICIPATION BY OTHER EMPLOYERS
--------------------------------
Section 12.1. Adoption of Plan. With the consent of ComEd, any entity
may become a participating Employer under the Plan by (a) taking such action as
shall be necessary to adopt the Plan, (b) filing with the Committee a duly
certified copy of the Plan as adopted by such entity, (c) becoming a party to
the agreement establishing the Trust, and (d) executing and delivering such
instruments and taking such other action as may be necessary
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or desirable to put the Plan into effect with respect to such entity.
Section 12.2. Withdrawal from Participation. Any Employer may
withdraw from participation in the Plan at any time by filing with the Committee
a duly certified copy of a written instrument duly adopted by the Employer to
that effect and giving notice of its intended withdrawal to the Committee, the
other Employers and the Trustee prior to the effective date of withdrawal. Any
Employer, by action of its board of directors or other governing authority, may
withdraw from the Plan and Trust after giving 90 days' notice to the Board,
provided the Board consents to such withdrawal. Distribution may be implemented
through continuation of the Trust, or transfer to another trust fund exempt from
tax under section 501 of the Code, or to a group annuity contract qualified
under section 401 of the Code, or distribution may be made as an immediate cash
payment in accordance with the directions of the Committee; provided, however,
that no such action shall divert any part of such fund to any purpose other than
the exclusive benefit of the Employees of such Employer.
Section 12.3. Company as Agent for Employers. Each entity that
becomes a participating Employer pursuant to Section 12.1 or Article 13 by so
doing shall be deemed to have appointed ComEd its agent to exercise on its
behalf all of the
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powers and authorities hereby conferred upon ComEd by the terms of the Plan,
including, but not by way of limitation, the power to amend and terminate the
Plan. The authority of ComEd to act as such agent shall continue unless and
until the portion of the Trust Fund held for the benefit of Employees of the
particular Employer and their Beneficiaries is set aside in a separate Trust
Fund as provided in Section 16.2.
ARTICLE 13
-----------
CONTINUANCE BY A SUCCESSOR
--------------------------
In the event that the Employer is reorganized by way of merger,
consolidation, transfer of assets or otherwise, so that another entity succeeds
to all or substantially all of the Employer's business, such successor entity
may be substituted for the Employer under the Plan by adopting the Plan and
becoming a party to the Trust agreement. Contributions by the Employer shall be
automatically suspended from the effective date of any such reorganization until
the date upon which the substitution of such successor entity for the Employer
under the Plan becomes effective. If, within 90 days following the effective
date of any such reorganization, such successor entity shall not have elected to
become a party to the Plan, or if the Employer adopts a plan of complete
liquidation other than in connection with a reorganization, the Plan shall be
automatically terminated with respect to Employees of such Employer as of the
close of business
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on the 90th day following the effective date of such reorganization or as of the
close of business on the date of adoption of such plan of complete liquidation,
as the case may be, and the Committee shall direct the Trustee to distribute the
portion of the Trust Fund applicable to such Employer in the manner provided in
Article 16.
If such successor entity is substituted for an Employer by electing
to become a party to the Plan as described above, then, for all purposes of the
Plan, employment of such Employee with such Employer, including service with and
compensation paid by such Employer, shall be considered to be employment with an
Employer.
ARTICLE 14
-----------
MISCELLANEOUS
-------------
Section 14.1. Expenses. Except as provided in the last sentence of
Section 6.2 (relating to expenses of investments for an investment fund), all
costs and expenses incurred in administering the Plan and the Trust, including
the expenses of the Committee, the fees of counsel and any agents for the
Committee, the fees and expenses of the Trustee, the fees of counsel for the
Trustee and other administrative expenses shall be paid by the Committee from
the Trust Fund to the extent such expenses are not paid by the Employers. The
Committee, in its
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sole discretion, having regard to the nature of a particular expense, shall
determine the portion of such expense that is to be borne by each Employer .
Section 14.2. Non-Assignability. (a) In general. It is a condition of
the Plan, and all rights of each Participant and Beneficiary shall be subject
thereto, that no right or interest of any Participant or Beneficiary in the Plan
shall be assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge or bankruptcy, but excluding
devolution by death or mental incompetency, and no right or interest of any
Participant or Beneficiary in the Plan shall be liable for, or subject to, any
obligation or liability of such Participant or Beneficiary, including claims for
alimony or the support of any spouse, except as provided below.
(b) Exception for Qualified Domestic Relations Orders.
Notwithstanding any provision of the Plan to the contrary, if a Participant's
account balance under the Plan, or any portion thereof, is the subject of one or
more qualified domestic relations orders, as defined below, such account balance
or portion thereof shall be paid to the person and at the time and in the manner
specified in any such order. For purposes of this paragraph (b), "qualified
domestic relations order" shall mean any "domestic relations order" as defined
in Section 11.3 that creates
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(or recognizes the existence of) or assigns to a person other than the
Participant (an "alternate payee") rights to all or a portion of the
Participant's account balance under the Plan, and:
(A) clearly specifies
(i) the name and last known mailing address (if any) of the
Participant and each alternate payee covered by such order,
(ii) the amount or percentage of this Participant's benefits to
be paid by the Plan to each such alternate payee, or the manner in
which such amount or percentage is to be determined,
(iii) the number of payments to, or period of time for which,
such order applies, and
(iv) each plan to which such order applies;
(B) does not require
(i) the Plan to provide any type or form of benefit or any option
not otherwise provided under the Plan at the time such order is
issued,
(ii) the Plan to provide increased benefits (determined on the
basis of actuarial equivalence), and
(iii) the payment of benefits to an alternate payee that at the
time such order is issued already are required to be paid to a
different alternate payee under a prior qualified domestic relations
order; and
(C) does not require the commencement of payments to any alternate
payee before the earlier of (I) the date on which the Participant is
entitled to a distribution under the Plan and (II) the date the
Participant attains age 50;
all as determined by the Committee pursuant to the procedures contained in
Section 11.3. Any amounts subject to a domestic relations order prior to
determination of its status as a qualified domestic relations order that but for
such order would
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be paid to the Participant shall be segregated in a separate account or an
escrow account pending such determination. If within the reasonable time period
beginning with the date on which the first payment would be required to be made
under a domestic relations order the Committee determines that the domestic
relations order constitutes a qualified domestic relations order, the amount so
segregated (plus any interest thereof) shall be paid to the alternate payee. If
such determination is not made within such reasonable time period, then the
amount so segregated (plus any interest thereon), shall, as soon as practicable
after the end of such reasonable time period, be paid to the Participant. Any
determination regarding the status of such order after such reasonable time
period shall be applied only to payments on or after the date of such
determination.
Section 14.3. Employment Non-Contractual. The Plan confers no right
upon an Employee to continue in employment.
Section 14.4. Limitation of Rights. A Participant or distributee
shall have no right, title or claim in or to any specific asset of the Trust
Fund, but shall have the right only to distributions from the Trust Fund on the
terms and conditions herein provided.
Section 14.5. Merger or Consolidation with Another Plan. A merger or
consolidation with, or transfer of assets or
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liabilities to, any other plan shall not be effected unless the terms of such
merger, consolidation or transfer are such that each Participant, distributee,
Beneficiary or other person entitled to receive benefits from the Plan would, if
the Plan were to terminate immediately after the merger, consolidation or
transfer, receive a benefit equal to or greater than the benefit such person
would be entitled to receive if the Plan were to terminate immediately before
the merger, consolidation, or transfer.
Section 14.6. Gender and Plurals. Wherever used in the Plan, words in
the masculine gender shall include masculine or feminine gender, and, unless the
context otherwise requires, words in the singular shall include the plural, and
words in the plural shall include the singular.
Section 14.7. Applicable Law. The Plan and all rights hereunder shall
be governed by and construed in accordance with the laws of the State of
Illinois to the extent such laws have not been preempted by applicable federal
law.
Section 14.8. Severability. If a provision of the Plan shall be held
illegal or invalid, the illegality or invalidity shall not affect the remaining
parts of the Plan and the Plan shall be construed and enforced as if the illegal
or invalid provision had not been included in the Plan.
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Section 14.9. No Guarantee. Neither the Committee, the Employer, nor
the Trustee in any way guarantees the Trust from loss or depreciation nor the
payment of any money that may be or become due to any person from the Trust
Fund. Nothing herein contained shall be deemed to give any Participant,
distributee, or Beneficiary an interest in any specific part of the Trust Fund
or any other interest except the right to receive benefits out of the Trust Fund
in accordance with the provisions of the Plan and the Trust Fund.
ARTICLE 15
-----------
TOP-HEAVY PLAN REQUIREMENTS
---------------------------
Section 15.1. Top-Heavy Plan Determination. If as of the
determination date (as defined in Section 15.2) for any Plan Year (a) the sum of
the account balances under the Plan and all other defined contribution plans in
the aggregation group (as defined in Section 15.2) and (b) the present value of
accrued benefits under all defined benefit plans in such aggregation group of
all Participants in such plans who are key employees (as defined in Section
15.2) for such Plan Year exceeds 60 percent of the aggregate of the account
balances and present value of accrued benefits of all participants in such plans
as of the determination date (as defined in Section 15.2), then this Plan shall
be a top-heavy plan for such Plan Year, and the requirements of Sections 15.3
and 15.4 shall be applicable for such Plan Year as
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of the first day thereof. If the Plan shall be a top-heavy plan for any Plan
Year and not be a top-heavy plan for any subsequent Plan Year, the requirements
of this Article shall not be applicable for such subsequent Plan Year.
Section 15.2. Definitions and Special Rules. (a) Definitions. For
purposes of this Article, the following definitions shall apply:
(1) Determination Date. The determination date for all plans in the
aggregation group shall be the last day of the preceding Plan Year, and
the valuation date applicable to a determination date shall be (i) in the
case of a defined contribution plan, the date as of which account balances
are determined which is coincident with or immediately precedes the
determination date, and (ii) in the case of a defined benefit plan, the
date as of which the most recent actuarial valuation for the Plan Year
that includes the determination date is prepared, except that if any such
plan specifies a different determination or valuation date, such different
date shall be used with respect to such plan.
(2) Aggregation Group. The aggregation group shall consist of (a)
each plan of an Employer in which a key Employee is a participant, (b)
each other plan that enables such a plan to be qualified under section
401(a) of the Code, and (c) any other plans of an Employer that ComEd
designates as part of the aggregation group and that shall permit the
aggregation group to continue to meet the requirements of sections 401(a)
and 410 of the Code with such other plan being taken into account.
(3) Key Employee. Key Employee shall have the meaning set forth in
section 416(i) of the Code.
(4) Compensation. Compensation shall have the meaning set forth in
section 1.415-2(d) of the Regulations.
(b) Special Rules. For the purpose of determining the accrued benefit
or account balance of a Participant, the accrued
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benefit or account balance of any person who has not performed services for an
employer at any time during the five-year period ending on the determination
date shall not be taken into account pursuant to this Section, and any person
who received a distribution from a plan (including a plan that has terminated)
in the aggregation group during the five-year period ending on the last day of
the preceding Plan Year shall be treated as a Participant in such plan, and any
such distribution shall be included in such Participant's account balance or
accrued benefit, as the case may be.
Section 15.3. Minimum Contribution for Top-Heavy Years.
Notwithstanding any provision of the Plan to the contrary, the sum of the
Employer contributions under Article 4 allocated to the account of each
Participant (other than a key Employee) during any Plan Year and the forfeitures
allocated to the account of such Participant (other than a key Employee) during
any Plan Year for which the Plan is a top-heavy plan shall in no event be less
than the lesser of (i) three percent of such Participant's compensation during
such Plan Year and (ii) the highest percentage at which contributions are made
on behalf of any key Employee for such Plan Year. Such minimum contribution
shall be made even if, under other provisions of the Plan, the Participant would
not otherwise be entitled to receive an allocation or would receive a lesser
allocation for the year because of (i) the Participant's failure to complete
1,000 Hours of Service, or (ii) compensation of less
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than a stated amount. If, during any Plan Year for which this Section is
applicable, a defined benefit plan is included in the aggregation group and such
defined benefit plan is a top-heavy plan for such Plan Year, the percentage set
forth in clause (i) of the first sentence of this Section shall be five percent.
The percentage referred to in clause (ii) of the first sentence of this Section
shall be obtained by dividing the aggregate of contributions made pursuant to
Article 4 and pursuant to any other defined contribution plan that is required
to be included in the aggregation group (other than a defined contribution plan
that enables a defined benefit plan that is required to be included in such
group to be qualified under section 401(a) of the Code) during the Plan Year on
behalf of such key Employee by such key Employee's compensation for the Plan
Year. Notwithstanding the above, the provisions of this Section 15.3 shall not
apply for any Plan Year with respect to an Eligible Employee 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 Affiliate.
Section 15.4. Special Rules for Applying Statutory Limitations on
Benefits. (a) In any Plan Year for which the Plan is a top-heavy plan, clause
(A)(I) of Section 7.4 (relating to limitations on allocations imposed by section
415 of the Code) shall be applied by substituting "100 percent" for "125
percent" appearing therein, unless, for such Plan Year, (i) the percentage
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of account balances of Participants who are key Employees determined under
Section 15.1 does not exceed 90 percent, and (ii) Employer contributions and
forfeitures allocated to the accounts of Participants who are not key Employees
equals at least four percent of compensation of each such Participant.
(b) In any Plan Year for which the Plan is a top-heavy plan, clause
(B)(I) of Section 7.4 (relating to limitations on allocations imposed by section
415 of the Code) shall be applied by substituting "100 percent" for "125
percent" appearing therein unless for any such Plan Year (i) the percentage of
accrued benefits of Participants who are key Employees does not exceed 90
percent, and (ii) the minimum accrued benefit of each Participant under all
defined benefit plans in the aggregation group is at least three percent of his
or her average compensation (determined under section 416(c) of the Code)
multiplied by each Year of Service after 1983, not in excess of ten, for which
such plans are top-heavy plans.
ARTICLE 16
-----------
AMENDMENT, ESTABLISHMENT OF SEPARATE
PLAN AND TERMINATION
--------------------
Section 16.1. Amendment. ComEd may at any time and from time to time
amend or modify the Plan by resolution of the Board of Directors of ComEd or by
resolution of any person or persons duly authorized by resolution of the Board
of Directors to
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take such action. Any such amendment or modification shall become effective on
such date as ComEd shall determine, including retroactively to the extent
permitted by law, and may apply to Participants in the Plan at the time thereof
as well as to future Participants.
Section 16.2. Establishment of Separate Plan. If an Employer
withdraws from the Plan under Section 12.2, the Committee shall determine the
portion of the Trust Fund held by the Trustee that is applicable to the
Participants and former Participants of such Employer and direct the Trustee to
segregate such portion in a separate Trust Fund. Such separate Trust Fund shall
thereafter be held and administered as a part of the separate plan of such
Employer.
The portion of the Trust Fund applicable to the Participants and
former Participants of a particular Employer shall be the sum of:
(a) the total amount credited to all accounts that are applicable to
the Participants and former Participants of such Employer and
(b) an amount that bears the same ratio to the excess, if any, of
(i) the total value of the Trust Fund over
(ii) the total amount credited to all accounts
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as the total amount credited to the accounts that are applicable to the
Participants of such Employer bears to the total amount credited to such
accounts of all Participants.
Section 16.3. Full Vesting upon Termination of Participation or
Partial Termination of the Plan. In the event that any Employer terminates its
participation in the Plan, or in the event of the partial termination of the
Plan, the accounts of all Participants of such Employer, or of those
Participants who are affected by the partial termination of the Plan, as the
case may be, shall become fully vested and shall not thereafter be subject to
forfeiture.
Section 16.4. Distribution upon Termination of the Plan. Any
Employer may at any time terminate its participation in the Plan by written
instrument executed on behalf of the Employer by resolution of its Board of
Directors to that effect. In the event of any such termination, the Committee
shall determine the portion of the Trust Fund held by the Trustee that is
applicable to the Participants and former Participants of such Employer and
direct the Trustee to distribute such portion to Participants ratably in
proportion to the balances of their respective accounts as follows:
(a) The balance in any account shall be distributed to the
distributee entitled to receive such account.
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(b) The remaining assets of the Trust Fund shall be distributed to
Participants ratably in proportion to the balances of their respective
accounts.
A complete discontinuance of contributions by an Employer shall be deemed a
termination of such Employer's participation in the Plan for purposes of this
Section.
Notwithstanding the preceding paragraph, no distribution shall be made
to any Participant (i) until he or she attains age 59 1/2 except as otherwise
provided in Section 8.3 (relating to distributions upon termination of
employment) or (ii) if a successor plan, as defined in Regulations, is
established or maintained by the Participant's Employer.
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.
If the Internal Revenue Service refuses to issue an initial, favorable
determination letter that the Plan and Trust Fund as adopted by an Employer meet
the requirements of section 401(a) of the Code and that the Trust Fund is exempt
from tax
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under section 501(a) of the Code, the Employer may terminate its participation
in the Plan and shall direct the Trustee to pay and deliver the portion of the
Trust Fund applicable to the Participants of such Employer, determined pursuant
to Section 16.2 to such Employer and such Employer shall pay to Participants or
their beneficiaries the part of such Employer's portion of the Trust Fund as is
attributable to contributions made by Participants.
Section 16.5. Trust Fund to Be Applied Exclusively for Participants
and Their Beneficiaries. Subject only to the provisions of Section 4.5 (relating
to the limitation on Employer contributions), 7.4 (relating to limitations on
allocations imposed by section 415 of the Code) and 16.4 (relating to
distribution upon termination of the Plan), and any other provision of the Plan
to the contrary notwithstanding, it shall be impossible for any part of the
Trust Fund to be used for or diverted to any purpose not for the exclusive
benefit of Participants and their Beneficiaries either by operation or
termination of the Plan, power of amendment or other means.
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IN WITNESS WHEREOF, Commonwealth Edison Company has caused this
instrument to be executed by its Chairman and its corporate seal to be hereunto
affixed, attested by its Secretary, on this 26th day of December, 1994.
COMMONWEALTH EDISON COMPANY
By /s/ James J. O'Connor
-------------------------
Chairman
ATTEST:
/s/ David A. Scholz
- -------------------------------
Secretary
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AMENDMENT
TO
COMMONWEALTH EDISON
EMPLOYEE SAVINGS AND INVESTMENT PLAN
WHEREAS, Commonwealth Edison Company, an Illinois corporation (the
"Company"), has adopted and maintains a profit sharing plan with a qualified
cash or deferred arrangement for the benefit of its employees titled
"Commonwealth Edison Employee Savings and Investment Plan" (the "Plan") which
has been amended and restated effective as of January 1, 1995; and
WHEREAS, the Company desires to amend the Plan in certain respects.
NOW, THEREFORE, be it
RESOLVED, that pursuant to the power of amendment contained in Section
16.1 of the Plan, the Plan is hereby amended as of May 22, 1996, as follows:
1. Article 2 of the Plan is hereby amended by inserting the following
new definition after the definition of Valuation Date contained therein:
(30) VRU. The telephonic voice response unit designated by the
Committee, which may be used to make certain elections under the Plan. The
VRU shall require
<PAGE>
each Participant, or Beneficiary, as the case may be, to provide such
identification data as may, from time to time, be required by the VRU. The
Committee shall cause to be kept such records of VRU activity as it shall
deem necessary or appropriate, and such records shall constitute valid
authorization of the elections made by each Participant and Beneficiary for
all purposes of the Plan and applicable Regulations. No written
authorization shall be required from a Participant or Beneficiary after an
election has been made by calling the VRU.
2. Section 8.1 of the Plan is hereby amended by deleting the words "in
the manner prescribed by the Committee" contained in paragraphs (a), (b), (c)
and (d) thereof and inserting in lieu thereof the words "by calling the VRU, or
in such other manner as may be prescribed by the Committee,".
3. Section 8.3(c) of the Plan is hereby amended by deleting the words
"in writing" contained in the first sentence thereof and inserting in lieu
thereof the words "by calling the VRU, or in such other manner as may be
prescribed by the Committee,".
4. Section 8.3(d) of the Plan is hereby amended by to read as
follows:
No less than 30 days and no more than 90 days before distribution is
to be made hereunder, the Committee, or its designee, shall explain to the
participant that he or she may elect either form of distribution set forth in
paragraph (c) of this Section 8.3. Such explanation shall include a general
description of the eligibility conditions and other material features of the
optional forms of distribution provided under the Plan. Notwithstanding the
first sentence
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of this subsection, distribution may commence less than 30 days after the
description described above is given, provided that: (i) the Committee, or
its designee, clearly informs the Participant that the Participant has a
right to a period of at least 30 days after receiving the explanation to
consider the decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and (ii) the Participant,
after receiving the explanation, affirmatively elects a distribution. The
description referred to in this subsection, as well as the explanation of
the participant's right to a period of at least 30 days to consider such
explanation before electing a distribution, shall be provided to the
Participant through the VRU or in such other manner prescribed by the
Committee.
5. Section 8.4 of the Plan is hereby amended (i) by deleting the words
"in writing" contained in subparagraph (1) thereof and inserting in lieu thereof
the words "by calling the VRU, or in such other manner as may be prescribed by
the Committee," (ii) by deleting the words "in writing prior to his or her
termination of employment" contained in subparagraph (2) thereof and inserting
in lieu thereof the words "by calling the VRU, or in such other manner as may be
prescribed by the Committee, which election shall be made at the time prescribed
by the Committee," and (iii) by inserting the words "by calling the VRU, or in
such other manner as may be prescribed by the Committee," immediately after the
words "at any time" contained in subparagraph (3) therein.
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<PAGE>
Exhibit (5)
Unicom Corporation
Form S-8 File No. 333-
[LETTERHEAD OF SIDLEY & AUSTIN]
August 22, 1996
Unicom Corporation
10 South Dearborn Street, 37th Floor
P. O. Box A-3005
Chicago, Illinois 60690-3005
Re: 350,000 Shares of Common Stock, no par value,
of Unicom Corporation to be issued pursuant
to the Commonwealth Edison Employee Savings
and Investment 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
350,000 shares of Common Stock, without par value (the "New Common Stock"), of
the Company to be issued pursuant to the Commonwealth Edison Employee Savings
and Investment 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
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.
<PAGE>
[LETTERHEAD SIDLEY & AUSTIN]
Unicom Corporation
August 22, 1996
Page 2
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. Each share 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) a certificate
representing such share shall have been duly executed, countersigned and
registered and duly delivered to a participant in the Plan against payment
of the agreed consideration therefor in accordance with the Plan.
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, our report dated August 8, 1996
included in Unicom Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 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
August 22, 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 350,000 shares of its
Common Stock to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
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 22nd day of May, 1996.
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 350,000 shares of its
Common Stock to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
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 22nd day of May, 1996.
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 350,000 shares of its
Common Stock to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
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 22nd day of May, 1996.
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 350,000 shares of its
Common Stock to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
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 22nd day of May, 1996.
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 350,000 shares of its
Common Stock to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
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 22nd day of May, 1996.
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 350,000 shares of its
Common Stock to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
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 22nd day of May, 1996.
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 350,000 shares of its
Common Stock to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
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 22nd day of May, 1996.
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 350,000 shares of its Common Stock
to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
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 22nd day of May, 1996.
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 350,000 shares of its
Common Stock to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
Frank 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 22nd day of May, 1996.
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 350,000 shares of its Common Stock
to the Commonwealth Edison Employee Savings and Investment 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 22nd day of May,
1996.
Samuel K. Skinner
------------------------------------
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 SAMUEL K. SKINNER, 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 22nd day of May, 1996.
Mary T. Snyder
-----------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
