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                                                     Exhibit (10)-3
                                                     Unicom Corporation
                                                     Form 10-Q   File No.1-11375



                              UNICOM CORPORATION
                           STOCK BONUS DEFERRAL PLAN
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                              UNICOM CORPORATION
                           STOCK BONUS DEFERRAL PLAN



                                   ARTICLE I

                      Amendment and Restatement; Purpose

     Amendment and Restatement; Purpose.  The Unicom Corporation Stock Bonus
Deferral Plan, as previously established, and as amended by the First Amendment,
effective January 1, 1996 (the "Plan"), is hereby amended and restated,
effective September 30, 1998, except as specifically otherwise provided herein.
The rights and benefits of any Participant (as defined below) whose employment
terminated prior to September 30, 1998 shall be determined under the terms of
the Plan as in effect on the date of such termination of employment.

     Unicom Corporation (the "Company") maintains the Plan in order to provide
to certain key employees of the Company and participating affiliates
(collectively, the "Employers") the opportunity to defer the receipt of all or
any portion of any incentive awards payable pursuant to the Unicom Corporation
Long Term Incentive Plan (the "LTIP"), or of any similar award payable under any
other incentive program sponsored by an Employer.

     In addition, the Employers have entered into certain agreements with key
employees (collectively, the "Agreements") which provide for a certain level of
incentive award or provide for payment of amounts that would have been payable
as long term awards under the LTIP had the employee been employed by the
Employer for the full period with respect to which the award is payable ("Award
Equivalents").  The Company intends by this amendment and restatement to provide
to such employees an opportunity to defer the receipt of any such guaranteed
incentive award, or of all or any portion of such Award Equivalents, or both, as
applicable.

                                  ARTICLE II

                         Eligibility and Participation

     Eligibility and Participation.  Each individual who was a Participant in
the Plan on the day before the effective date of this amendment and restatement
shall continue to be a Participant hereunder.  Each other employee of an
Employer who, on the applicable election date described in Section 3.1, is
described below, upon making a deferral election in accordance with the
provisions of Article III shall become a participant ("Participant") in this
Plan on the effective date of such election:
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     (a)  an officer of the Company or any affiliate (including, but not limited
          to Commonwealth Edison Company ("ComEd"), Unicom Energy Services Inc.,
          Unicom Resources Inc. or Unicom Thermal Technologies Inc);

     (b)  included on the Executive payroll of the Company or ComEd or the
          equivalent payroll of another Employer; or

     (c)  classified as management personnel in salary level 12 or above on the
          payroll system of the Company, ComEd or a comparable classification on
          the payroll of another Employer (or at an equivalent level on the
          Company's payroll should such classifications be revised).


                                  ARTICLE III

                              Deferral Elections

     3.1  Deferral Elections.

     (a) Deferral Elections.  On or before the election due date set forth
     below, while this Plan is in effect, each Participant may elect to defer
     the receipt of all or a portion of any incentive award or Award Equivalent
     to which he may become entitled under the LTIP, any other incentive plan
     sponsored by an Employer or under the terms of an Agreement, as applicable;
     provided, however, that if an election to defer is made with respect to the
     portion of any award or Award Equivalent which would be payable in cash,
     such election shall be treated as a request to convert such portion into
     shares of common stock of the Company ("Unicom Stock") (determined as
     provided under the terms of the award or Award Equivalent for the stock
     portion of the payment amount), and such shares shall be deliverable in
     lieu of any such cash upon the expiration of any such deferral election (as
     such election may be extended as hereinafter provided).  Any such election
     shall become irrevocable on December 31 of the calendar year in which made.

     (b) Election Due Dates.  The election due date shall be (i) for any award
     or Award Equivalents payable in 1999 with respect to which no election has
     been made as of the effective date of this amendment and restatement,
     December 31, 1998, (ii) for awards or award equivalents payable after
     December 31, 1998, on such date as the Committee or its delegate shall
     specify but no later than December 31 of the preceding calendar year, and
     (iii) for an individual who first becomes an eligible employee after an
     applicable election due date, within 30 days after the date on which such
     individual is notified of his or her eligibility, but not later than
     December 31 of the calendar year preceding the year in which the award or
     Award Equivalent becomes payable.

     (c) Effect of Elections.  Effective beginning January 1, 1999 and subject
     to paragraph (d) of this Section 3.1, an election made pursuant to
     paragraph (b) hereof shall provide that the incentive award or Award
     Equivalent subject to such election 

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     shall not be paid to the Participant at the time provided under the terms
     of the award program or Agreement, as applicable, but shall instead be paid
     to the Participant on the January 15 following the third anniversary of the
     end of the performance period with respect to which the award or award
     equivalent is payable, or if earlier, as soon as practicable following the
     date of the Participant's death, retirement or termination of employment,
     or commencement of a leave of absence on account of disability.

     (d) Subsequent Payment Elections.  Notwithstanding the foregoing, at any
     time prior to the first day of the calendar year in which an award or Award
     Equivalent is otherwise payable pursuant to a deferral election made under
     paragraph (b) of this Section 3.1 or a subsequent payment election pursuant
     to this paragraph (d), a Participant may irrevocably elect to defer further
     the payment of such award or Award Equivalent for another three-year cycle,
     subject to the terms of paragraphs (b) and (c) hereof.

     3.2  Termination of Participation.  Each Participant shall remain a
Participant until such individual is no longer entitled to benefits hereunder.


                                  ARTICLE IV

                                   Accounts

     Deferred Stock Accounts. Unicom (or in the case of any Participant employed
by another Employer, such Employer) shall establish on its books an account (a
"Deferred Stock Account") on behalf of each Participant who has made a deferral
election pursuant to Section 3.1(b). Each Deferred Stock Account shall be
divided into a separate subaccount (a "class year subaccount") to which shall be
credited the amount deferred pursuant to Section 3.1(b). Each class year
subaccount shall also be credited with the amount ("dividend equivalents") equal
to the dividends declared from time to time on the number of shares of Unicom
Stock credited to such subaccount. Unless the Participant has elected, in the
time and manner set forth in Section 5.2 below, to receive current payment in
respect of such dividend equivalents, such dividend equivalents shall be
credited to the appropriate class year subaccount of the participant's Deferred
Stock Account to which such dividend equivalents relate as a number of
additional shares of Unicom Stock determined by dividing the aggregate amount of
such dividend equivalents by the purchase price used under the Unicom
Corporation Dividend Reinvestment and Employee Stock Purchase Plan related to
each such dividend. Deferred Stock Accounts shall be for bookkeeping purposes
only, and neither Unicom nor any Employer shall be obligated to set aside or
segregate any actual shares of Unicom Stock or any other assets in respect of
such accounts.

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                                   ARTICLE V

                          Time and Manner of Payment

     5.1  Distribution.  Distribution of a balance in a class year subaccount
shall be made as soon as practicable after the last day of the deferral period
specified in the Participant's election made pursuant to Section 3.1 or, if
earlier, as soon as practicable after the date of the Participant's termination
of employment, retirement, death or leave of absence on account of disability.
The net shares of Unicom Stock (including any fractional share) determined by
reference to the closing price per share of Unicom Stock, as reported on the New
York Stock Exchange on the business day immediately preceding the date of
distribution and reduced by any amount required by law to be deducted or
withheld, including income tax withholding, shall be credited to an account
established on behalf of the Participant at First Chicago Trust Company.

     5.2  Election to Receive Current Payment of Dividend Equivalents.  Not
later than December 31 of a calendar year, each Participant may elect to receive
from the Company (or in the case of a Participant employed by an Employer, such
Employer) current payment of an amount equal to the dividend equivalents
allocable to the Participant's Deferred Stock Account during all subsequent
calendar years.  Any such election may be revoked at any time, but such
revocation shall not be effective until the calendar year following the year in
which such revocation is made.  Notwithstanding the preceding, dividend
equivalents attributable to a dividend declared prior to the distribution of a
Participant's Deferred Stock Account balance but payable after the date of such
distribution shall be paid in cash as soon as practicable after the dividend
payment date.

     5.3  Beneficiaries.  If a Participant shall die while any shares of Unicom
Stock remain credited to the Deferred Stock Account established on his or her
behalf under Article IV, such amount shall be distributed as provided in Section
5.1 to the beneficiary or beneficiaries as the Participant may, from time to
time, designate in writing delivered to the Committee (as defined in Section 7.1
below). A Participant may revoke or change his or her beneficiary designation at
any time in writing delivered to the Committee. If a Participant does not
designate a beneficiary under this Plan, or if no designated beneficiary
survives the Participant, the balance of the Participant's Deferred Stock
Account shall be distributed to the person or persons entitled to his accrued
benefit under the Commonwealth Edison Employee Savings and Investment Plan (or
who would be so entitled if there were then an account on behalf of the
Participant under such plan).


                                  ARTICLE VI

                         Application of ERISA, Funding

     6.1  Application of ERISA.  The Plan is intended to constitute an unfunded
plan maintained primarily for the purpose of providing deferred compensation to
a select group of management or highly compensated employees within the meaning
of sections 201(2), 301(a) (3) and 401 (a) (1) of ERISA and Department of Labor
Regulation Section 2520.104-23.

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     6.2  Funding.  The Plan shall not be a funded plan, and neither the Company
nor any of the Employers shall be under any obligation to set aside any funds
for the purpose of making payments under this Plan.  Any payments hereunder
shall be made out of the general assets of the Company and the Employers.

     6.3  Trust.  The Company shall establish a trust for the purpose of
administering assets of the Company and the Employers to be used for the purpose
of satisfying their obligations under the Plan.  Any such trust shall be
established in such manner so as to be a "grantor trust" of which the Company is
the grantor, within the meaning of section 671 et. seq. of the Code.  The
existence of any such trust shall not relieve the Company or any Employer of
their liabilities under the Plan, but the obligation of the Company and the
Employers under the Plan shall be deemed satisfied to the extent paid from the
trust.


                                  ARTICLE VII

                                Administration

     7.1  Committee.  The Plan shall be administered by the Compensation
Committee of the Board of Directors of Unicom Corporation (the "Committee"). The
Committee shall have the same duties and powers, and shall be subject to the
same limitations, as those applicable to the Committee under Article V of the
LTIP. The Committee shall have no power to add to, subtract from or modify any
of the terms of the Plan, or to change or add to any benefits provided under the
Plan, or to waive or fail to apply any requirements of eligibility for a benefit
under the Plan. The Committee's decisions in any matter involving the Plan shall
be final, binding and conclusive.

     7.2  Administration.  The administrative provisions of the Section 5.1 of
the LTIP are hereby incorporated by reference, and shall be applicable as if
such provisions were set forth herein.

     7.3  Expenses.  All costs and expenses incurred in administering the Plan,
including the expenses of the Committee, the fees of counsel and any agents of
the Committee and other administrative expenses shall be paid by the Company and
the Employers.  The Committee, in its sole discretion, having regard to the
nature of a particular expense, shall determine the portion of such expense
which is to be borne by the Company or a particular Employer.

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                                 ARTICLE VIII

                           Amendment and Termination

     Amendment and Termination.  The Company intends to maintain the Plan
indefinitely.  However, the Plan shall be subject to the same reserved powers of
amendment and termination by the Committee or such senior officer to whom it has
delegated its amendment authority as the LTIP (without regard to any limitations
imposed on such powers by the Code or ERISA), except that no such amendment or
termination shall reduce or otherwise adversely affect the rights of
Participants in respect of amounts accrued hereunder as of the date of such
amendment or termination without their written consent.

                                   ARTICLE IX

                                 Miscellaneous

     9.1  FICA Taxes.  Notwithstanding Section 3.1, the amount deferred for any
calendar year pursuant to an election made thereunder shall be reduced by an
amount which, after the payment of applicable federal and state income taxes and
the tax imposed under Section 3121 of the Code in respect of amounts deferred,
is equal to the amount of the tax imposed under Section 3121 of the Code on the
amount otherwise subject to deferral (determined without regard to this Section
9.1) pursuant to Section 3.1 for such calendar year.

     9.2  Nonassignment of Benefits.  It shall be a condition of the payment of
benefits under this Plan that neither such benefits nor any portion thereof
shall be assigned, alienated or transferred to any person voluntarily or by
operation of any law, including any assignment, division or awarding of property
under state domestic relations law (including community property law).  If any
person shall endeavor or purport to make any such assignment, alienation or
transfer, amounts otherwise provided hereunder shall cease to be payable to any
person.

     9.3  No Guarantee of Employment.  Nothing contained in this Plan shall be
construed as a contract of employment between any Employer and any employee or
as conferring a right on any employee to be continued in the employment of any
Employer, or as a limitation of the right of an Employer to discharge any of its
employees, with or without cause.

     9.4.  Adoption By Employers.  Any affiliate of the Company which is or
becomes an "Employer" under the LTIP may, with the consent of the Company,
become an Employer under this Plan by delivery to the Company of a resolution of
its board of directors or duly authorized committee to such effect, which
resolution shall specify the date for which this Plan shall be effective with
respect to the employees of such affiliate.

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     9.5  Gender and Number.  Except when the context indicates to the contrary,
when used herein, masculine terms shall be deemed to include the feminine and
singular the plural.

     9.6  Headings.  The headings of Articles and Sections are included solely
for convenience of reference, and if there is any conflict between such headings
and the text of the Plan, the text shall control.

     9.7  Invalidity.  If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be enforced and construed as if such
provisions, to the extent invalid or unenforceable, had not been included.

     9.8  Successors and Assigns.  The provisions of the Plan shall bind and
inure to the benefit of the Company and each Employer and their successors and
assigns, as well as each Participant and his successors.

     9.9  Law Governing.  Except as provided by any federal law, the provisions
of the Plan shall be construed in accordance with and governed by the laws of
the state of Illinois.


     EXECUTED this 30th day of September, 1998.


                                 UNICOM CORPORATION


                                 By: __________________________
                                       S. Gary Snodgrass
                                       Senior Vice President

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