Exhibit 10-32-1
                             FIRST AMENDMENT TO THE
                               UNICOM CORPORATION
                          KEY MANAGEMENT SEVERANCE PLAN



         The Unicom Corporation Key Severance Plan, as established effective
June 15, 1998 and as amended and restated, effective March 8, 1999, is hereby
further amended, effective January 1, 2000, as follows:

                                        I

         The first sentence of Section 4 is amended to read as follows:

                  "Except as provided in Section 5 with respect to a Termination
                  of Employment on account of a Change in Control, benefits
                  under the Plan shall be those described in this Section 4;
                  provided, however, that if, under the terms of an offer of
                  employment or employment agreement with the Company which does
                  not state that the benefits provided therein shall be the sole
                  remedy in the event of a termination of employment, a
                  Participant would be entitled to benefits which exceed the
                  level of comparable benefits provided under the Plan, the
                  terms of such offer of employment or other agreement shall
                  control with respect to such benefits.


                                       II

         Section 4.7 is amended to read as follows:





         Section 7.7 is amended to read as follows:

         "7.7     "Termination of Employment" means:

                  (a) a termination of the Executive's employment by the Company
                  or any subsidiary for reasons other than for Cause; or

                  (b) the resignation by the Executive for Good Reason.

                  The following shall not constitute a Termination of Employment
for purposes of the Plan:

                  (a) a termination of the Executive's employment for Cause;







                  (b) an Executive's resignation other than for Good Reason; or

                  (c) a cessation of employment by the Company as the result of
         the sale, spinoff or other divestiture of a plant, division or business
         unit or a merger or other business combination followed by employment
         (or reemployment) with the purchaser or successor in interest to the
         Company with regard to such plant, division or business unit.


                  Any dispute regarding whether an Executive's Termination of
         Employment for purposes of Section 5 is based on Good Reason shall be
         submitted to binding arbitration."


                                       III

         Except as herein amended, the Plan shall remain in full force and
effect.


         Executed this ____ day of April, 2000.


                                             UNICOM CORPORATION


                                    By: /s/ S. Gary Snodgrass
                                        -----------------------------
                                             S. Gary Snodgrass
                                             Senior Vice President