Unicom Corporation
Bank One Plaza
P. O. Box A-3005
P [Unicom Logo] Chicago, Illinois 60690-3005
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X
Y This proxy is solicited on behalf of the Board of Directors of
Unicom Corporation for the
Annual Meeting of Shareholders to be held on June 28, 2000
The undersigned appoints Pamela B. Strobel and John P.McGarrity, or either
of them, as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side, all shares of Unicom stock held in the undersigned's name and shares held
by agents for the benefit of the undersigned in the Plans hereafter described,
subject to the voting direction of the undersigned, at the Annual Meeting of
Shareholders to be held on June 28, 2000, or any adjournment hereof and, in the
Proxies' discretion, to vote upon such other business as may properly come
before the meeting, all as more fully set forth in the Proxy Statement related
to the meeting, receipt of which is hereby acknowledged.
Your instructions for the election of Directors may be indicated on
the other side. The nominees are Brennan, Cantu, Compton, DeMars, Gin,
Jannotta, Rogers, Rowe and Thomas.
All shares to be voted pursuant to this proxy include shares, if any,
held in the name of agents, for the benefit of the undersigned, in the
Company's Dividend Reinvestment and Employee Stock Purchase Plans.
Change of address:
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PLEASE SEE
[Unicom Logo] REVERSE SIDE
. FOLD AND DETACH HERE .
Unicom Corporation
Annual Meeting of Shareholders
Wednesday, June 28, 2000
10:30 A.M.
The Grand Ballroom of the Hyatt Regency Chicago
151 East Wacker Drive, Chicago, Illinois
Your vote is important. Thank you for voting.
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, IT WILL BE VOTED FOR ITEMS 1, 2, 4 AND THE
ELECTION OF THE DIRECTOR NOMINEES: Brennan, Cantu, Compton, DeMars, Gin,
Jannotta, Rogers, Rowe, and Thomas.
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1. Approval of the FOR AGAINST ABSTAIN
Merger Agreement [ ] [ ] [ ]
2. Postponement or FOR AGAINST ABSTAIN
adjournment of the [ ] [ ] [ ]
Annual Meeting
3. Election of Directors (See Reverse) FOR WITHHELD
[ ] [ ]
For, except vote withheld from the following nominee(s):
4. Appointment of FOR AGAINST ABSTAIN
Auditors [ ] [ ] [ ]
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SIGNATURE(S) DATE The signer hereby revokes all proxies heretofore
------------------------------------------- ----------------- given by the signer to vote at said meeting or any
adjournments thereof.
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
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FOLD AND DETACH HERE ONLY IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL
[Unicom Logo]
To Our Shareholders:
Unicom encourages you to take advantage of new and convenient ways by which you
can vote your shares. You can vote your shares through the Internet or the
telephone. This eliminates the need to return the proxy card.
To vote your shares through the Internet or the telephone you must use the
control number printed in the box above, just below the perforation. The series
of numbers that appear in the box above is your personal code to access the
system.
1. To vote over the Internet:
. Log on the Internet and go to the Web site
http://www.eproxyvote.com/ucm.
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2. To vote over the telephone:
. On a touch-tone telephone call toll-free 1-877-PRX-VOTE (1-877-
779-8683), or from outside the United States call direct 1-201-
536-8073.
Your Internet or telephone vote authorizes the named proxies in the same manner
as if you marked, signed, dated and returned the proxy card.
If you choose to vote your shares through the Internet or the telephone, do not
mail back your proxy card.
Your vote is important. Thank you for voting.