Exhibit (10)-19
Unicom Corporation
Form 10-K File No. 1-11375
UNICOM CORPORATION
RETIREMENT PLAN FOR DIRECTORS
As Amended Through March 12, 1997
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
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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 amounts designated as annual retainer established
for members of the Board for their service as such prior to any reduction or
offset therefrom as a result of Commonwealth Edison Service, whether payable in
cash or shares of stock; provided, however, that the supplemental annual fee
adopted by the Board on May 22, 1996, to replace a previous annual grant of 300
shares of Unicom Corporation common stock under the Unicom Corporation Outside
Director Stock Award Plan shall not be deemed to be "Retainer" for purposes of
this Plan."
(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.
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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 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
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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 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
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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, 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.
Notwithstanding the foregoing, by March 31, 1997 each Director may
irrevocably elect, in lieu of amounts otherwise payable pursuant to this Article
a lump sum amount, payable on the Eligible Director's Termination Date, or as
soon as
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practicable thereafter, either (a) by delivery of the number of whole
shares of common stock of Unicom Corporation ("Unicom Stock") to be received
with cash in lieu of fractional shares, or (b) in cash.
The number of shares to be delivered pursuant to an election described
in clause (a) above shall be determined as follows: An equivalent number of
shares shall be calculated by using the lump sum present value on January 1,
1997 of the benefit otherwise payable pursuant to this Article divided by the
closing price of a share of Unicom Stock reported on the New York Stock Exchange
Composite Transactions on March 28, 1997, including for this purpose fractional
shares. The number of equivalent shares so determined shall be credited to an
account maintained by the Company on its books. As of each date (prior to the
Eligible Director's Termination Date) on which a cash dividend is paid on Unicom
Stock, each such account shall be credited with an additional number of
equivalent shares to be determined by assuming reinvestment of equivalent
dividends on shares then in the account.
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The cash amount to be paid pursuant to an election under clause (b)
above shall be the lump sum present value on January 1, 1997, of the benefit
otherwise payable pursuant to this Article, determined by crediting such amount
to an account maintained by the Company on its books, increased by amounts
representing interest, compounded quarterly, at a rate equal to the stated
interest rate on the then most recently issued straight debt obligation of
Commonwealth Edison Company with a maturity of at least 3 years, and computed to
the date of payment.
The lump sum present value of a benefit otherwise payable under the
Article as of January 1, 1997 shall be computed by the Company using the
discount rate then in use for purposes of determining the funding requirements
for the Commonwealth Edison Company Service Annuity System.
If a Director does not make the election at the time specified in the
fourth preceding paragraph, his or her benefits shall be paid in the manner
prescribed by the first two paragraphs of this Article.
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In the event of death before retirement of a Director who has elected
payment of a lump sum amount in lieu of quarterly benefit payments otherwise
payable hereunder, such Director's surviving spouse, if any, shall receive a
lump sum payment in accordance with such Director's election, if such surviving
spouse would have been entitled to Pre-Retirement Death Benefits under Article
VI of this Plan but for the Director's election to take a lump sum amount. Such
lump sum payment shall be the amount accrued in the Director's account on the
Company's books on the date of death and shall be payable to the surviving
spouse as soon as practicable thereafter. If such Director has no spouse or no
surviving spouse who would otherwise be entitled to Pre-Retirement Death
Benefits under Article VI, no lump sum payment shall be made.
In the event the Eligible Service of a Director, who has elected a
lump sum amount in lieu of quarterly benefit payments hereunder, is terminated
due to disability, a lump sum payment shall be made to the Director (or to such
other person as may be determined in accordance with Article X of this Plan if
the Director is under legal disability or is otherwise unable
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properly to manage his or her affairs), if such Director qualifies for
Disability Benefits under Article VII of this Plan. Such lump sum payment shall
be made as soon as practicable following the determination of disability in
accordance with Article VII.
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 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
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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.
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
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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 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
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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 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.
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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 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.
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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.
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.
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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.
This Plan shall be governed by the law of the State of Illinois.
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