Exhibit (10)-17
Unicom Corporation
Form 10-K File No. 1-11375
UNICOM CORPORATION
RETIREMENT PLAN FOR DIRECTORS
I. Purpose
The Unicom Corporation Retirement Plan for Directors is hereby
established by Unicom Corporation (the "Company") to provide benefits for
eligible members of the Company's Board of Directors as hereinafter set forth.
II. Definitions
The following words and phrases shall have the meanings set forth
below unless a different meaning is required by the context:
(a) Board: The Board of Directors of the Company.
(b) Company: Unicom Corporation, a corporation organized and
existing under the laws of the State of Illinois, or its successor or
successors.
(c) ComEd Plan: The Commonwealth Edison Company Retirement Plan
for Directors, as it may be amended from time to time.
(d) ComEd Service: A Director's service as a member of the Board
of Directors of Commonwealth Edison Company.
(e) Concurrent Service: A Director's concurrent service on the Board
and as a member of the Board of Directors of Commonwealth Edison Company.
(f) Director: Any member of the Board on or after September 1, 1994
who is an outside director and who is not and never has been an officer or
employee of the Company or any of its subsidiaries.
(g) Eligible Director: A Director who meets the eligibility
requirements for retirement benefits set forth in Article III.
(h) Eligible Service: A Director's (1) Unicom Service for any period
after September 1, 1994, plus (2) ComEd Service, if any, for any period prior to
September 1, 1994, provided, however, that any period of Concurrent Service
shall be counted
-2-
only once (and not double-counted as a period of Unicom Service and ComEd
Service) in determining Eligible Service.
(i) Plan: The Unicom Corporation Retirement Plan for Directors, as
it may be amended from time to time.
(j) Retainer: The annual cash retainer established for members of
the Board for their service as such prior to any reduction or offset therefrom
as a result of ComEd Service.
(k) Termination Date: The date on which an Eligible Director is no
longer a Director or a director of Commonwealth Edison Company.
(l) Unicom Service: A Director's service on the Board.
III. Eligibility for Retirement Benefits
Eligibility for retirement benefits under the Plan shall be limited to
each Director who has attained at least age 65 and who thereafter, for reasons
other than death, terminates Unicom Service while in good standing, provided
that such Director shall have completed at least five full years of
-3-
Eligible Service or at least three full years of Eligible Service if such
Director's Eligible Service commenced after attaining age 65.
IV. Amount of Retirement Benefit
Each Eligible Director shall be entitled to an annual retirement
benefit, for the period provided in Article V, which shall be an amount equal to
the product of (a) the Retainer as in effect when such Eligible Director's
benefit payments commence, adjusted from time to time for any changes thereafter
in the Retainer multiplied by (b) a fraction, the numerator of which shall be
the number of years of Unicom Service and the denominator of which shall be the
number of years of Eligible Service; provided, however, that in computing
Unicom Service, there shall be excluded one-half of the years of Concurrent
Service; and provided further, that in computing the number of years of Unicom
Service, Eligible Service and Concurrent Service for the purpose of this Article
IV, fractional years will be
-4-
rounded up to the next higher whole year. Such benefit shall be paid as
hereinafter provided.
V. Payment of Retirement Benefits
Retirement benefit payments shall commence to be paid to an Eligible
Director on the last day of the calendar quarter next following the Eligible
Director's Termination Date. Subsequent benefit payments shall be made on the
last day of each calendar quarter thereafter and shall be paid for a period
equal to the Eligible Director's years of Eligible Service. For the purpose of
determining the payment period, fractional years of Eligible Service will be
rounded up to the next higher whole year. Each installment of retirement
benefit payments shall be equal to one-fourth of the amount determined as
provided in Article IV hereof.
In the event of the Eligible Director's death after his or her
Termination Date but before commencement of payments hereunder or before the
Eligible Director has received all payments to which the Eligible Director is
entitled hereunder,
-5-
the benefit payments to which the Eligible Director would have been entitled had
the Eligible Director lived shall be paid in the same amount to the Eligible
Director's surviving spouse, if any, using the same payment schedule and amount
as would have applied if the Eligible Director had lived. If there is no
surviving spouse at the death of the Eligible Director or if a surviving spouse
dies before receiving any or all payments to which entitled under the Plan, the
Eligible Director's benefits under the Plan shall terminate.
VI. Pre-Retirement Death Benefits
(a) If the Eligible Service of a Director who is eligible to retire
as an Eligible Director is terminated due to death, such Director's surviving
spouse, if any, shall receive the benefit to which the surviving spouse would
have been entitled had the Director retired and his Termination Date occurred on
the day prior to his or her death.
(b) If the Eligible Service of a Director is terminated due to death
prior to attaining age 65 but after
-6-
attaining age 62 and completing at least five full years of Eligible Service,
such Director's surviving spouse, if any, shall receive the benefit to which the
surviving spouse would have been entitled had such Director attained age 65 and
terminated Eligible Service on the day prior to his or her death, except that
(i) the amount of each installment of such benefit shall be equal to one-fourth
of the amount determined as provided in Article IV hereof and (ii) the benefit
shall be paid for a period equal to the Director's years of Eligible Service at
the Director's date of death.
(c) Payments of any benefits under subparagraphs (a) or (b) shall
commence on the last day of the calendar quarter in which occurs the Director's
date of death. If the Director under subparagraphs (a) or (b) leaves no
surviving spouse, or if a surviving spouse dies before receiving any or all
payments to which entitled under the Plan, the Director's benefits under the
Plan shall terminate.
-7-
VII. Disability Benefits
If the Eligible Service of a Director is terminated due to disability
prior to attaining age 65 but after attaining age 62, such Director shall be
entitled to payment of benefits, if any, under this Plan on the same basis as he
or she would have been if he or she had attained age 65 prior to such
termination. For purposes of this Article VII, disability shall mean a
disability that prevents the Director from performing any and every duty of a
member of the Board. The determination of the Compensation Committee of the
Board as to whether a Director is terminated due to disability shall be final
and conclusive.
VIII. Financing of Benefits
The Plan shall be a noncontributory, nonqualified and unfunded plan.
Benefit payments under the Plan shall represent an unsecured general obligation
of the Company and shall be paid by the Company from its general assets. No
special fund or trust
-8-
shall be created, nor shall any notes or securities be issued with respect to
any benefits under the Plan.
IX. Forfeiture of Benefits
As long as a former Director is receiving or is entitled to receive
benefits under the Plan, such former Director will not directly or indirectly
enter into or in any manner take part in any business or other endeavor, either
as an employee, agent, independent contractor, owner or otherwise, which in any
manner competes or conflicts with the business of the Company or is detrimental
to the best interests of the Company, unless the Company gives its prior written
consent thereto. The failure of a former Director to comply with the provisions
of this Article shall result in the forfeiture of all further payments which
otherwise would become due and payable under the Plan to the former Director or
to his or her surviving spouse. Before any such forfeiture, the Company shall
mail notice to the former Director that consideration is being given to
forfeiture pursuant to this Article. On written request of the former Director
-9-
within sixty days following the mailing by the Company of the notice, the
Compensation Committee of the Board shall afford the former Director an
opportunity, at any mutually convenient time within that sixty-day period, to
demonstrate to the Compensation Committee that forfeiture of payments would not
be justified.
X. Facility of Payment
Whenever a person entitled to receive any payment under the Plan is a
person under legal disability or a person not adjudicated incompetent but who,
by reason of illness or mental or physical disability, is in the opinion of the
Compensation Committee of the Board unable properly to manage his or her
affairs, then such payments shall be paid in such of the following ways as the
Compensation Committee deems best: (A) to such person directly; (b) to the
legally appointed guardian or conservator of such person; (c) to some relative
or friend of such person for his or her benefit; or (d) for the benefit of such
person in such manner as the Compensation Committee considers advisable. Any
payment made in accordance with the
-10-
provisions of this Article shall be a complete discharge of any liability for
the making of such payment under the Plan, and the distributee's receipt shall
be a sufficient discharge to the Company.
XI. Administration
The Plan shall be administered by the Compensation Committee of the
Board, which shall have full and final authority to interpret the provisions of
the Plan and to make determinations regarding the administration of the Plan.
All decisions and determinations by the Compensation Committee shall be final
and binding upon all parties.
XII. Miscellaneous
The Plan shall not affect in any way the rights of a Director under
any deferred compensation agreement between the Director and the Company or any
of its subsidiaries.
-11-
The Plan may not be cancelled by the Company upon any merger or
consolidation with or acquisition of the Company by any other entity, but shall
be binding upon and inure to the benefit of the successors and assigns of the
Company and the heirs, executors, administrators and assigns of each Director.
No person shall have any right to commute, encumber, pledge or dispose
of any right to receive payments hereunder, nor shall such payments be subject
to seizure, attachment or garnishment for the payments of any debts, judgments,
alimony or separate maintenance obligations or be transferable by operation of
law in the event of bankruptcy, insolvency or otherwise, all payments and rights
hereunder being expressly declared to be nonassignable and nontransferable.
The Plan may be amended from time to time or terminated by the Board
at any time, but no amendment or termination may adversely affect the rights of
any person then receiving benefits under the Plan or who is entitled to receive
benefits under the Plan on account of a Director's prior termination of Unicom
Service.
-12-
This Plan shall be governed by the law of the State of Illinois.
-13-