<PAGE>
 
                                          Exhibit (10)-24
                                          Unicom Corporation and
                                          Commonwealth Edison Company
                                          Form 10-K File Nos. 1-11375 and 1-1839



                          CHANGE IN CONTROL AGREEMENT
<PAGE>
 
                          CHANGE IN CONTROL AGREEMENT
                          ---------------------------
                                        

     THIS AGREEMENT dated as of __________________, 1999 (the "Agreement Date")
is made by and among Unicom Corporation ("Unicom"), an Illinois corporation,
Commonwealth Edison Company ("ComEd"), an Illinois corporation (and, together
with Unicom, the "Company") each having its principal place of business in
Chicago, Illinois and ______________________ (the "Executive").


                                   ARTICLE I
                                   PURPOSES

The Boards of Directors of Unicom and ComEd (the "Boards") have determined that
it is in the best interests of the Company and its shareholders to assure that
the Company will have the continued services of the Executive, despite the
possibility or occurrence of a Change in Control of the Company.  The Boards
believe it is imperative to reduce the distraction of the Executive that would
result from the personal uncertainties caused by a pending or threatened Change
in Control, to encourage the Executive's full attention and dedication to the
Company, and to provide the Executive with compensation and benefits
arrangements upon a Change in Control which are competitive with those of
similarly-situated corporations.  This Agreement is intended to accomplish these
objectives.


                                  ARTICLE II
                              CERTAIN DEFINITIONS

     When used in this Agreement, the terms specified below shall have the
following meanings:

2.1  "Agreement Term" means the period commencing on the Agreement Date and
ending on the second anniversary of the Agreement Date; provided, however, that
commencing on the first anniversary of the Agreement Date, the Agreement Term
shall be automatically extended each day by one day to create a new two-year
term, unless at least 60 days prior to the last day of any such extended
Agreement Term, the Company shall give notice to the Executive that the
Agreement Term shall not be so extended.  The Agreement Term shall 

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include the Employment Period and the Severance Period (each as defined below).

2.2  "Effective Date" means the first date during the Agreement Term on which a
Change in Control occurs.  Anything in this Agreement to the contrary
notwithstanding, if a Change in Control occurs and the Executive's employment
with the Company is terminated prior to the date on which the Change in Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (a) was at the request of a third party who has taken
steps reasonably calculated to effect a Change in Control, or (b) otherwise
arose in connection with or in anticipation of a Change in Control, then for all
purposes of this Agreement, the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.

2.3  "Change in Control" means:

     (a) The acquisition by any individual, entity or group (within the meaning
     of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934,
     as amended (the "Exchange Act") (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     20% or more of either (i) the then-outstanding shares of common stock of
     Unicom (the "Outstanding Company Common Stock"), or (ii) the combined
     voting power of the then outstanding voting securities of Unicom entitled
     to vote generally in the election of directors (the "Outstanding Company
     Voting Securities"); provided, however, that for purposes of this
     subsection (a), the following acquisitions shall not constitute a Change in
     Control:  (A)  any acquisition directly from Unicom (excluding any
     acquisition resulting from the exercise of an exercise, conversion or
     exchange privilege unless the security being so exercised, converted or
     exchanged was acquired directly from Unicom), (B) any acquisition by
     Unicom, (C) any acquisition by an employee benefit plan (or related trust)
     sponsored or maintained by Unicom or any corporation controlled by Unicom
     (a "Company Plan"), or (D) any acquisition by any corporation pursuant to a
     transaction which complies with clauses (i), (ii) and (iii) of subsection
     (c) of this definition; provided further, that for purposes of clause (B),
     if any Person (other than Unicom or any Company Plan) shall become the
     beneficial owner of 20% or more of the Outstanding Unicom Common Stock or
     20% or more of the Outstanding Unicom Voting Securities by reason of an
     acquisition by Unicom, and such 

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     Person shall, after such acquisition by Unicom, become the beneficial owner
     of any additional shares of the Outstanding Unicom Common Stock or any
     additional Outstanding Unicom Voting Securities (other than pursuant to any
     dividend reinvestment plan or arrangement maintained by Unicom) and such
     beneficial ownership is publicly announced, such additional beneficial
     ownership shall constitute a Change in Control; or

     (b) Individuals who, as of the date hereof, constitute the Board of
     Directors of Unicom (for purposes of this Section 2.3, the "Incumbent
     Board") cease for any reason to constitute at least a majority of the
     Incumbent Board; provided, however, that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     Unicom shareholders, was approved by a vote of at least a majority of the
     directors then comprising the Incumbent Board shall be considered as though
     such individual were a member of the Incumbent Board, but excluding, for
     this purpose, any such individual whose initial assumption of office occurs
     as a result of an actual or threatened election contest (as such terms are
     used in Rule 14a-11 promulgated under the Exchange Act) or other actual or
     threatened solicitation of proxies or consents by or on behalf of a Person
     other than the Board of Directors of Unicom; or

     (c) Approval by the shareholders of the Company of a reorganization, merger
     or consolidation, or the sale or other disposition of more than 50% of the
     operating assets of Unicom (determined on a consolidated basis), other than
     in connection with a sale-leaseback or other arrangement resulting in the
     continued utilization of such assets (or the operating products of such
     assets) by the Company (such sale or other disposition, a "Corporate
     Transaction"); excluding, however, a Corporate Transaction pursuant to
     which:

          (i) all or substantially all of the individuals and entities who are
     the beneficial owners, respectively, of the Outstanding Company Common
     Stock and Outstanding Company Voting Securities immediately prior to such
     Corporate Transaction beneficially own, directly or indirectly, more than
     60% of, respectively, the then-outstanding shares of common stock and the
     combined voting power of the then-outstanding voting securities entitled to
     vote generally in the election of directors, as the case may be, of the
     corporation resulting from such Corporate Transaction (including, without
     limitation, a 

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     corporation which, as a result of such transaction, owns the Company or all
     or substantially all of the assets of the Company either directly or
     through one or more subsidiaries) in substantially the same proportions as
     their ownership, immediately prior to such Corporate Transaction of the
     Outstanding Company Common Stock and Outstanding Company Voting Securities,
     as the case may be;

          (ii)   no Person (other than Unicom, any Company Plan or related trust
     of the Company, the corporation resulting from such Corporate Transaction,
     and any Person which beneficially owned, immediately prior to such
     Corporate Transaction, directly or indirectly, 20% or more of the
     Outstanding Company Common Stock or the Outstanding Company Voting
     Securities, as the case may be) will beneficially own, directly or
     indirectly, 20% or more of, respectively, the then-outstanding common stock
     of the corporation resulting from such Corporate Transaction or the
     combined voting power of the outstanding voting securities of such
     corporation; and

          (iii)  individuals who were members of the Incumbent Board will
     constitute at least a majority of the members of the board of directors of
     the corporation resulting from such Corporate Transaction; or

     (d) Approval by the shareholders of Unicom of a plan of complete
     liquidation or dissolution of Unicom or ComEd, other than a plan of
     liquidation or dissolution which results in the acquisition of all or
     substantially all of the assets of ComEd by Unicom or an affiliated
     company.

2.4  "Code" means the Internal Revenue Code of 1986, as amended.

2.5  "Employment Period" means the period commencing on the Effective Date and
ending on the second anniversary of such date.

2.6  "Incentive Plan"  See Section 3.2(b).

2.7  "Notice of Termination" means a written notice given in accordance with
Section 12.8 which sets forth (a) the specific termination provision in this
Agreement relied upon by the party giving such notice, (b) in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under such termination provision, and (c) if the

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Termination Date is other than the date of receipt of such Notice of
Termination, the Termination Date.

2.8  "Plans"  See Section 3.2(c).

2.9  "Severance Incentive" means the greater of (i) the target annual incentive
under an Incentive Plan applicable to the Executive for the Performance Period
in which the Termination Date occurs, or (ii) the average of the actual annual
incentives paid (or payable, to the extent not previously paid) to the Executive
under the Incentive Plan for each of the two calendar years preceding the
calendar year in which the Termination Date occurs.

2.10  "Severance Period" means the period beginning on the Executive's
Termination Date and ending on the third anniversary thereof.

2.11  "Termination Date" means the date of termination of the Executive's
employment; provided, however, that (a) if the Company terminates the
Executive's employment other than for Cause or Disability (as defined in Section
4.1(b)), then the Termination Date shall be the date of receipt of the Notice of
Termination and (b) if the Executive's employment is terminated by reason of
death or Disability, then the Termination Date shall be the date of death of the
Executive or the Disability Effective Date (as defined in Section 4.1 (a)), as
the case may be.

2.12  "Welfare Plans"  See Section 3.2(d).


                                  ARTICLE III
                              TERMS OF EMPLOYMENT

3.1   Position and Duties.
      ------------------- 

      (a) The Company hereby agrees to continue the Executive in its employ
      during the Employment Period and, subject to Article IV of this Agreement,
      the Executive agrees to remain in the employ of the Company subject to the
      terms and conditions hereof. During the Employment Period, (i) the
      Executive's position (including status, offices, titles and reporting
      requirements), authority, duties and responsibilities shall be at least
      commensurate in all material respects with the most significant of those
      held, exercised and assigned to the Executive at any time during the 90-
      day period immediately preceding

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     the Effective Date, and (ii) the Executive's services shall be performed at
     the location where the Executive was employed immediately preceding the
     Effective Date or any office or location less than 50 miles from such
     location.

     (b) During the Employment Period, and excluding any periods of vacation and
     sick leave to which the Executive is entitled, the Executive agrees to
     devote reasonable attention and time during normal business hours to the
     business and affairs of the Company and, to the extent necessary to
     discharge the responsibilities assigned to the Executive hereunder, to use
     the Executive's reasonable best efforts to perform faithfully and
     efficiently such responsibilities.  During the Employment Period it shall
     not be a violation of this Agreement for the Executive (i) to serve on
     corporate, civic or charitable boards or committees, (ii) to deliver
     lectures, fulfill speaking engagements or teach at educational institutions
     and (iii) to manage personal investments, so long as such activities do not
     significantly interfere with the performance of the Executive's
     responsibilities as an employee of the Company in accordance with this
     Agreement.  It is expressly understood and agreed that to the extent that
     any such activities have been conducted by the Executive prior to the
     Effective Date, the continued conduct of such activities (or the conduct of
     activities similar in nature and scope thereto) subsequent to the Effective
     Date shall not thereafter be deemed to interfere with the performance of
     the Executive's responsibilities to the Company.

3.2  Compensation.
     ------------ 

     (a) Base Salary.  During the Employment Period, the Executive shall receive
         -----------                                                            
     an annual base salary ("Annual Base Salary"), which shall be paid at a
     monthly rate at least equal to twelve times the highest monthly base salary
     paid or payable, including any base salary which has been earned but
     deferred, to the Executive by the Company in respect of the twelve-month
     period immediately preceding the month in which the Effective Date occurs.
     During the Employment Period, the Annual Base Salary shall be reviewed no
     more than 12 months after the last salary increase awarded to the Executive
     prior to the Effective Date and, thereafter, at least annually, and shall
     be increased at any time and from time to time as shall be substantially
     consistent with increases in base salary awarded to other peer executives
     of the Company.  Annual Base Salary shall not be reduced after any such
     increase unless such reduction is part of a 

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     policy, program or arrangement applicable to peer executives of the Company
     and of any successor entity, and the term Annual Base Salary as used in
     this Agreement shall refer to Annual Base Salary as so increased. Any
     increase in Annual Base Salary shall not limit or reduce any other
     obligation of the Company to the Executive under this Agreement.

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     (b) Annual Incentive.  In addition to Annual Base Salary, the Company shall
         ----------------                                                       
     pay or cause to be paid to the Executive an incentive award (the "Annual
     Incentive") for each Performance Period which ends during the Employment
     Period.  "Performance Period" means each period of time designated in
     accordance with any annual incentive award arrangement ("Incentive Plan")
     which is based upon performance and approved by the Board of Directors of
     Unicom (hereinafter, the "Board") or any committee of the Board, or in the
     absence of any Incentive Plan or any such designated period of time,
     Performance Period shall mean each calendar year.  The Executive's target
     and maximum Annual Incentive with respect to any Performance Period shall
     not be less than the target and maximum annual incentive award payable with
     respect to the Executive under the Company's annual incentive program as in
     effect immediately preceding the Effective Date.

     (c) Incentive, Savings and Retirement Plans.  During the Employment Period,
         ---------------------------------------                                
     the Executive shall be entitled to participate in all incentive, savings
     and retirement plans, practices, policies and programs ("Plans") applicable
     generally to other peer executives of the Company, but in no event shall
     such Plans provide the Executive with incentives (measured with respect to
     long term and special incentives, to the extent, if any, that such
     distinctions are applicable) or savings and retirement benefits which, in
     each case, are less favorable, in the aggregate than the greater of (i)
     those provided by the Company for the Executive under such Plans as in
     effect at any time during the 90-day period immediately preceding the
     Effective Date, or (ii) those provided generally at any time after the
     Effective Date to other peer executives of the Company.

     (d) Welfare Benefit Plans.  During the Employment Period, the Executive
         ---------------------                                              
     and/or the Executive's family, as the case may be, shall be eligible for
     participation in and shall receive all benefits under welfare benefit
     plans, practices, policies and programs ("Welfare Plans") provided by the
     Company (including, without limitation, medical, prescription, dental,
     disability, salary continuance, employee life, group life, accidental death
     and travel accident insurance benefits), but in no event shall such Welfare
     Plans provide the Executive with benefits which are less favorable, in the
     aggregate than the greater of (i) those provided by the Company for the
     Executive under such Welfare Plans as were in effect at any time during the
     90-day period immediately 

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     preceding the Effective Date, or (ii) those provided generally at any time
     after the Effective Date to other peer executives of the Company.

     (e) Other Employee Benefits.  During the Employment Period, the Executive
         -----------------------                                              
     shall be entitled to other employee benefits and perquisites in accordance
     with the most favorable plans, practices, programs and policies of the
     Company, as in effect with respect to the Executive at any time during the
     90-day period immediately preceding the Effective Date, or if more
     favorable, as in effect generally with respect to other peer executives of
     the Company.

     (f) Expenses.  During the Employment Period, the Executive shall be
         --------                                                       
     entitled to receive prompt reimbursement for all reasonable expenses
     incurred by the Executive in accordance with the policies, practices and
     procedures of the Company as in effect with respect to the Executive at any
     time during the 90-day period immediately preceding the Effective Date, or
     if more favorable, as in effect generally with respect to other peer
     executives of the Company.

     (g) Office and Support Staff.  During the Employment Period, the Executive
         ------------------------                                              
     shall be entitled to an office or offices of a size and with furnishings
     and other appointments, and to exclusive personal secretarial and other
     assistance, as in effect with respect to the Executive at any time during
     the 90-day period immediately preceding the Effective Date, or if more
     favorable, as provided generally with respect to other peer executives of
     the Company.

     (h) Paid Time Off.  During the Employment Period, the Executive shall be
         -------------                                                       
     entitled to paid time off in accordance with the plans, policies, programs
     and practices of the Company as in effect with respect to the Executive at
     any time during the 90-day period immediately preceding the Effective Date,
     or if more favorable, as provided generally with respect to other peer
     executives of the Company.

     (i) Subsidiaries.  To the extent that immediately prior to the Effective
         ------------                                                        
     Date, the Executive has been on the payroll of, and participated in the
     incentive or employee benefit plans of, a subsidiary of Unicom, the
     references to the Company contained in Sections 3.2(a) through 3.2(h) and
     the other Sections of this Agreement referring to benefits to which the
     Executive may be entitled shall be read to refer to such subsidiary.

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                                   ARTICLE IV
                           TERMINATION OF EMPLOYMENT
                                        
4.1  Disability.
     ---------- 

     (a) During the Agreement Term, the Company may terminate the Executive's
     employment upon the Executive's Disability (as defined in Section 4.1(b))
     by giving the Executive or his legal representative, as applicable, (1)
     written notice in accordance with Section 12.8 of the Company's intention
     to terminate the Executive's employment pursuant to this Section, and (2) a
     certification of the Executive's Disability by a physician selected by the
     Company or its insurers and reasonably acceptable to the Executive or the
     Executive's legal representative.  The Executive's employment shall
     terminate effective on the 30th day (the "Disability Effective Date") after
     the Executive's receipt of such notice unless, before the Disability
     Effective Date, the Executive shall have resumed the full-time performance
     of the Executive's duties.

     (b) "Disability" means any medically determinable physical or mental
     impairment that has lasted for a continuous period of not less than six
     months and can be expected to be permanent or of indefinite duration, and
     which renders the Executive unable to perform the duties required under
     this Agreement.

4.2  Death.  The Executive's employment shall terminate automatically upon the
     -----                                                                    
Executive's death during the Agreement Term.

4.3  Cause.  The Company may terminate the Executive's employment during the
     -----                                                                  
Employment Period for Cause.  For purposes of this Agreement, "Cause" means:

     (a) the Executive's willful commission of acts or omissions which have,
     have had, or are likely to have a material adverse effect on the business,
     operations, financial condition or reputation of the Company;

     (b) the Executive's conviction (including a plea of guilty or nolo
     contendere) of a felony or any crime of fraud, theft, dishonesty or moral
     turpitude; or

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     (c) the Executive's material violation of any statutory or common law duty
     of loyalty to the Company.

     For purposes of this Agreement, no act, or failure to act, on the part of
the Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of the Company, or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company.  The cessation
of employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than 60% of the entire
membership of the Board at a meeting of such Board called and held for such
purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel, to be heard before the Board),
finding that, in the good faith opinion of the Board, the Executive is guilty of
the conduct described in paragraph (a) or (c) above, and specifying the
particulars thereof in detail].

4.4  Good Reason.  During the Employment Period, the Executive's employment may
     -----------                                                               
be terminated by the Executive for Good Reason.  For purposes of this Agreement,
"Good Reason" means any material breach of this Agreement by the Company,
including:

     (a) the failure to maintain the Executive in the office or position, or in
     a substantially equivalent office or position, held by the Executive
     immediately prior to the Change in Control;

     (b) a material adverse alteration in the nature or scope of the Executive's
     position, duties, functions, responsibilities or authority;

     (c) a material reduction of the Executive's salary, incentive compensation
     or benefits, unless such reduction is part of a policy, program or
     arrangement applicable to peer executives of the Company and of any
     successor entity;

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<PAGE>
 
     (d) a determination by the Executive, made in good faith during the
     Agreement Term, that, as a result of the Change in Control, the Executive
     is substantially unable to perform, or that there has been a material
     reduction in, any of the Executive's duties, functions responsibilities or
     authority;

     (e) the failure of any successor to the Company to assume this Agreement,
     or a material breach of the Agreement by the Company or its successor;

     (f) a relocation of more than 50 miles of (i) the Executive's workplace, or
     (ii) the principal offices of the Company (if such offices are the
     Executive's workplace), in each case without the consent of the Executive;

     (g) a requirement of at least 20% more business travel than was required of
     the Executive prior to the Change in Control; or

     (h) any failure by the Company to comply with any of the provisions of
     Section 3.2 of this Agreement, other than an isolated, insubstantial and
     inadvertent failure not occurring in bad faith and which is remedied by the
     Company promptly after receipt of notice thereof given by the Executive;

provided, however, that an act or omission shall not constitute a material
breach of this Agreement by the Company:

         (i)   unless the Executive gives the Company 30 days' prior notice of
     such act or omission and the Company fails to cure such act or omission
     within the 30-day period;

         (ii)  if the Executive first acquired knowledge of such act or omission
     more than 12 months before the Executive gives the Company such notice; or

         (iii) if the Executive has consented in writing to such act or
     omission in a document that makes specific reference to this Section.

                                      12
<PAGE>

                                   ARTICLE V
                  OBLIGATIONS OF THE COMPANY UPON TERMINATION
 
5.1  If by the Executive for Good Reason or by the Company Other Than for Cause
     --------------------------------------------------------------------------
or Disability.  If, during the Employment Period, the Company shall terminate
--------------                                                               
the Executive's employment other than for Cause or Disability, or if the
Executive shall terminate employment for Good Reason, the Company's obligations
to the Executive shall be as follows:

     (a) The Company shall, within five business days of such termination of
     employment, pay the Executive a cash payment equal to the sum of the
     following amounts:

         (1)  to the extent not previously paid, the Annual Base Salary and any
         accrued paid time off through the Termination Date;

         (2) an amount equal to the product of (i) the Annual Incentive (as
         defined in Section 3.2(b)) for the Performance Period in which the
         Termination Date occurs multiplied by (ii) a fraction, the numerator of
         which is the number of days actually worked during such Performance
         Period, and the denominator of which is 365; or, if greater, the amount
         of any Annual Incentive paid or payable to the Executive with respect
         to the Performance Period for the year in which the Termination Date
         occurs; and

         (3) all amounts previously deferred by or accrued to the benefit of the
         Executive under any nonqualified deferred compensation plan sponsored
         by the Company, excluding the Commonwealth Edison Company Supplemental
         Management Retirement Plan (the "SERP"), together with any accrued
         earnings thereon, and not yet paid by the Company; and

         (4) an amount equal to the product of (A) three (3) multiplied by (B)
         the sum of (i) the Executive's Annual Base Salary, and (ii) the
         Severance Incentive.

     (b) The Company agrees to secure the lump sum actuarial present value of
     any benefits payable with respect to the Executive under the SERP by
     obtaining an irrevocable bank letter of credit issued by a bank that is a
     member of the Federal Reserve system until such benefits become payable to
     the Executive under the terms of the SERP.

                                       13
<PAGE>
 
     (c) Each of the Executive's stock options granted under the Unicom
     Corporation Long Term Incentive Plan (the "LTIP"), any successor plan or
     otherwise that is exercisable on the Termination Date shall remain
     exercisable until the applicable option expiration date.

     (d) On the Termination Date (1) the Executive shall become fully vested in,
     and may thereupon and until the applicable expiration date of such stock
     incentive awards exercise in whole or in part, any and all stock incentive
     awards granted to the Executive under the LTIP, any successor plan or
     otherwise which have not become exercisable as the Termination Date, and
     (2) the Executive shall become fully vested at the target level in any cash
     incentive awards granted under the LTIP, a successor plan or otherwise
     which have not, as of the Termination Date, become fully vested.

     (e) All forfeiture conditions that as of the Termination Date are
     applicable to any deferred stock unit, restricted stock or restricted share
     units awarded to the Executive by the Company pursuant to the LTIP, a
     successor plan or otherwise shall lapse immediately.

     (f) During the Severance Period (or until such later date as any Welfare
     Plan of the Company may specify), the Company shall continue to provide to
     the Executive and the Executive's family welfare benefits (including,
     without limitation, medical, prescription, dental, disability, individual
     life and group life insurance benefits) which are at least as favorable as
     those provided under the most favorable Welfare Plans of the Company
     applicable (i) with respect to the Executive and his family during the 90-
     day period immediately preceding the Termination Date, or (ii) with respect
     to other peer executives and their families during the Severance Period.
     In determining benefits under such Welfare Plans, the Executive's annual
     compensation attributable to base salary and incentives for any plan year
     or calendar year, as applicable, shall be deemed to be not less than the
     Executive's Annual Base Salary and Annual Incentive.  The cost of the
     welfare benefits provided under this Section 5.1(f) shall not exceed the
     cost of such benefits to the Executive immediately before the Termination
     Date or, if less, the Effective Date.  Notwithstanding the foregoing, if
     the Executive obtains comparable coverage under any Welfare Plans sponsored
     by another employer, then the amount of coverage required to be provided by
     the Company hereunder shall be reduced by the amount of coverage provided
     by such other employer's 
     

                                       14
<PAGE>
 
     Welfare Plans. The Executive's rights under this Section shall be in
     addition to and not in lieu of any post-termination continuation coverage
     or conversion rights the Executive may have pursuant to applicable law,
     including, without limitation, continuation coverage required by Section
     4980B of the Code. For purposes of determining eligibility for (but not the
     time of commencement of) retiree benefits under any Welfare Plans of the
     Company, the Executive shall be considered (i) to have remained employed
     until the last day of the Severance Period and to have retired on the last
     day of such period, and (ii) to have attained the age the Executive would
     have attained on the last day of the Severance Period.

     (g) The amount payable under Section 5.1(a)(4) of this Agreement shall be
     taken into account for purposes of determining the amount of benefits to
     which the Executive is entitled under the SERP; provided that such amount
     shall be taken into account as though it was earned equally over the
     Severance Period, and further provided that the Executive shall be deemed
     to have attained the age he or she would have attained as of the last day
     of the Severance Period, and completed the number of years of service he or
     she would have completed as of the last day of the Severance Period.  To
     the extent that the Executive, under the terms of an employment contract or
     offer of employment with ComEd or the Company has received a grant of years
     of service for purposes of the SERP and the Executive either (i) has, as of
     the Termination Date, completed the number of years of service required in
     order to be entitled to benefits under the SERP, or (ii) would, taking into
     account the Severance Period, satisfy the service requirement for such
     benefits, the Severance Period shall be taken into account for purposes of
     determining the amount of and eligibility to begin to receive benefits
     under the SERP.

     (h) The Company shall, at its sole expense, as incurred, pay on behalf of
     Executive all fees and costs charged by a nationally recognized
     outplacement firm selected by the Executive to provide outplacement
     service.

5.2  If by the Company for Cause.  If the Company terminates the Executive's
     ---------------------------                                            
employment for Cause during the Employment Period, this Agreement shall
terminate without further obligation by the Company to the Executive, other than
the obligation immediately to pay the Executive in cash the Executive's Annual
Base Salary through the Termination Date, plus any accrued paid time off, in
each case to the extent not previously paid.

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<PAGE>
 
5.3  If by the Executive Other Than for Good Reason.  If the Executive
     ----------------------------------------------                   
terminates employment during the Employment Period other than for Good Reason,
Disability or death, this Agreement shall terminate without further obligation
by the Company, other than the obligation immediately to pay the Executive in
cash the Executive's Annual Base Salary through the Termination Date, plus any
accrued paid time off, in each case to the extent not previously paid.

5.4  If by the Company for Disability.  If the Company terminates the
     --------------------------------                                
Executive's employment by reason of the Executive's Disability during the
Employment Period, this Agreement shall terminate without further obligation to
the Executive, other than:

     (a) the Company's obligation immediately to pay the Executive in cash all
     amounts specified in clauses (1), (2) and (3) of Section 5.1(a), in each
     case, to the extent unpaid as of the Termination Date (such amounts
     collectively, the "Accrued Obligations"), and

     (b) the Executive's right after the Disability Effective Date to receive
     disability and other benefits at least equal to the greater of (1) those
     provided under the most favorable disability Plans applicable to disabled
     peer executives of the Company in effect immediately before the Termination
     Date, or (2) those provided under the most favorable disability Plans of
     the Company in effect at any time during the 90-day period immediately
     before the Effective Date.

5.5  If upon Death.  If the Executive's employment is terminated by reason of
     -------------                                                           
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligation to the Executive's legal representatives
under this Agreement, other than the obligation immediately to pay the
Executive's estate or beneficiary in cash all Accrued Obligations.
Notwithstanding anything in this Agreement to the contrary, the Executive's
family shall be entitled to receive benefits at least equal to the most
favorable benefits provided under Plans of the Company to the surviving families
of peer executives of the Company, but in no event shall such Plans provide
benefits which in each case are less favorable, in the aggregate, than the most
favorable of those provided by the Company to the Executive under such Plans in
effect at any time during the 90-day period immediately before the Effective
Date.

                                       16
<PAGE>

                                   ARTICLE VI
                   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY

6.1  Gross-up for Certain Taxes.
     -------------------------- 

     (a) If it is determined by the Company's independent auditors that any
     benefit received or deemed received by the Executive from the Company
     pursuant to this Agreement or otherwise, whether or not in connection with
     a Change in Control (such monetary or other benefits collectively, the
     "Potential Parachute Payments") is or will become subject to any excise tax
     under Section 4999 of the Code or any similar tax payable under any United
     States federal, state, local or other law (such excise tax and all such
     similar taxes collectively, "Excise Taxes"), then the Company shall,
     subject to Sections 6.6 and 6.7, within five business days after such
     determination, pay the Executive an amount (the "Gross-up Payment") equal
     to the product of:

         (i)  the amount of such Excise Taxes multiplied by

         (ii) the Gross-up Multiple (as defined in Section 6.4).

The Gross-up Payment is intended to compensate the Executive for all Excise
Taxes payable by the Executive with respect to the Potential Parachute Payments
and any federal, state, local or other income or other taxes or Excise Taxes
payable by the Executive with respect to the Gross-up Payment.

     (b) The determination of the Company's independent auditors described in
     Section 6.1(a), including the detailed calculations of the amounts of the
     Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the
     assumptions relating thereto, shall be set forth in a written certificate
     of such auditors (the "Company Certificate") delivered to the Executive.
     The Executive or the Company may at any time request the preparation and
     delivery to the Executive of a Company Certificate.  The Company shall
     cause the Company Certificate to be delivered to the Executive as soon as
     reasonably possible after such request.

                                       17
<PAGE>

6.2  Determination by the Executive.
     ------------------------------ 
 
     (a) If (i) the Company shall fail to deliver a Company Certificate to the
     Executive within 30 days after its receipt of his written request therefor,
     or (ii) at any time after the Executive's receipt of a Company Certificate,
     the Executive disputes either (x) the amount of the Gross-Up Payment set
     forth therein, or (y) the determination set forth therein to the effect
     that no Gross-Up Payment is due (whether by reason of Section 6.7 or
     otherwise), then the Executive may elect to require the Company to pay a
     Gross-Up Payment in the amount determined by the Executive as set forth in
     an Executive Counsel Opinion (as defined in Section 6.5).  Any such demand
     by the Executive shall be made by delivery to the Company of a written
     notice which specifies the Gross-Up Payment determined by the Executive
     (together with the detailed calculations of the amounts of Potential
     Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions
     relating thereto) and an Executive Counsel Opinion regarding such Gross-Up
     Payment (such written notice and opinion collectively, the "Executive's
     Determination").  Within 30 days after delivery of an Executive's
     Determination to the Company, the Company shall either (i) pay the
     Executive the Gross-Up Payment set forth in Executive's Determination (less
     the portion thereof, if any, previously paid to Executive by the Company)
     or (ii) deliver to the Executive a Company Certificate and a Company
     Counsel Opinion (as defined in Section 6.5), and pay the Executive the
     Gross-Up Payment specified in such Company Certificate.  If for any reason
     the Company fails to comply with the preceding sentence, the Gross-Up
     Payment specified in the Executive's Determination shall be controlling for
     all purposes.

     (b) If the Executive does not request a Company Certificate, and the
     Company does not deliver a Company Certificate to the Executive, then (i)
     the Company shall, for purposes of Section 6.7, be deemed to have
     determined that no Gross-up Payment is due, and (ii) the Executive shall
     not pay any Excise Taxes in respect of Potential Parachute Payments, except
     in accordance with Sections 6.6(a) or (d).

6.3  Additional Gross-up Amounts.  If for any reason it is later determined
     ---------------------------                                           
(whether pursuant to the subsequently-enacted provisions of the Code, final
regulations or published rulings of the IRS, a final judgment of a court of
competent jurisdiction, a determination of the Company's independent auditors
set forth in a Company Certificate or, subject to the last two sentences of
Section 6.2(a), an Executive's Determination) that the amount of Excise Taxes
payable by the Executive is greater than the amount determined by the Company or
the 

                                       18
<PAGE>
 
Executive pursuant to Section 6.1 or 6.2, as applicable, then the Company shall,
subject to Sections 6.6 and 6.7, pay the Executive an amount (which shall also
be deemed a Gross-up Payment) equal to the product of:

     (a) the sum of (1) such additional Excise Taxes and (2) any interest,
     fines, penalties, expenses or other costs incurred by the Executive as a
     result of having taken a position in accordance with a determination made
     pursuant to Section 6.1 or 6.2, as applicable,

multiplied by

     (b) the Gross-up Multiple.

6.4  Gross-up Multiple.  The Gross-up Multiple shall equal a fraction, the
     -----------------                                                    
numerator of which is one (1.0), and the denominator of which is one (1.0) minus
the lesser of (i) the sum, expressed as a decimal fraction, of the effective
after-tax marginal rates of all federal, state, local and other income and other
taxes and any Excise Taxes applicable to the Gross-up Payment; or (ii) 0.80, it
being intended that the Gross-up Multiple shall in no event exceed five (5.0).
(If different rates of tax are applicable to various portions of a Gross-up
Payment, the weighted average of such rates shall be used.)

6.5  Opinion of Counsel.  "Executive Counsel Opinion" means an opinion of
     ------------------                                                  
nationally-recognized executive compensation counsel to the effect (i) that the
amount of the Gross-Up Payment determined by the Executive pursuant to Section
6.2 is the amount that a court of competent jurisdiction, based on a final
judgment not subject to further appeal, is most likely to decide to have been
calculated in accordance with this Article and applicable law and (ii) if the
Company has previously delivered a Company Certificate to the Executive, that
there is no reasonable basis or no substantial authority for the calculation of
the Gross-Up Payment set forth in the Company Certificate.  "Company Counsel
Opinion" means an opinion of nationally-recognized executive compensation
counsel to the effect that (i) the amount of the Gross-Up Payment set forth in
the Company Certificate is the amount that a court of competent jurisdiction,
based on a final judgment not subject to further appeal, is most likely to
decide to have been calculated in accordance with this Article and applicable
law and (ii) for purposes of Section 6662 of the Code, the Executive has
substantial authority to report on his federal income tax return the amount of
Excise Taxes set forth in the Company Certificate.

                                      19
<PAGE>

6.6  Amount Increased or Contested.
     ----------------------------- 
 
     (a) The Executive shall notify the Company in writing (an "Executive's
     Notice") of any claim by the IRS or other taxing authority (an "IRS Claim")
     that, if successful, would require the payment by the Executive of Excise
     Taxes in respect of Potential Parachute Payments in an amount in excess of
     the amount of such Excise Taxes determined in accordance with Section 6.1
     or 6.2, as applicable. Such Executive's Notice shall include the nature and
     amount of such IRS Claim, the date on which such IRS Claim is due to be
     paid (the "IRS Claim Deadline"), and a copy of all notices and other
     documents or correspondence received by the Executive in respect of such
     IRS Claim. The Executive shall give the Executive's Notice as soon as
     practicable, but no later than the earlier of (i) 10 business days after
     the Executive first obtains actual knowledge of such IRS Claim or (ii) five
     business days after the IRS Claim Deadline; provided, however, that the
     Executive's failure to give such notice shall affect the Company's
     obligations under this Article only to the extent that the Company is
     actually prejudiced by such failure. If at least one business day before
     the IRS Claim Deadline the Company shall:

        (i)   deliver to the Executive a Company Certificate to the effect that
        the IRS Claim has been reviewed by the Company's independent auditors
        and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest
        and penalties payable by the Executive is either zero or an amount less
        than the amount specified in the IRS Claim,

        (ii)  pay to the Executive an amount (which shall also be deemed a 
        Gross-Up Payment) equal to the positive difference between (x) the
        product of the amount of Excise Taxes, interest and penalties specified
        in the Company Certificate, if any, multiplied by the Gross-Up Multiple,
        and (y) the portion of such product, if any, previously paid to
        Executive by the Company, and

        (iii) direct the Executive pursuant to Section 6.6(d) to contest the
        balance of the IRS Claim,

                                       20
<PAGE>
 
     then the Executive shall pay only the amount, if any, of Excise Taxes,
     interest and penalties specified in the Company Certificate.  In no event
     shall the Executive pay an IRS Claim earlier than 30 days after having
     given an Executive's Notice to the Company (or, if sooner, the IRS Claim
     Deadline).

     (b)  At any time after the payment by the Executive of any amount of Excise
     Taxes or related interest or penalties in respect of Potential Parachute
     Payments (whether or not such amount was based upon a Company Certificate
     or an Executive's Determination), the Company may in its discretion require
     the Executive to pursue a claim for a refund (a "Refund Claim") of all or
     any portion of such Excise Taxes, interest or penalties as the Company may
     specify by written notice to the Executive.

     (c)  If the Company notifies the Executive in writing that the Company
     desires the Executive to contest an IRS Claim or to pursue a Refund Claim,
     the Executive shall:

          (i)   give the Company all information that it reasonably requests in
     writing from time to time relating to such IRS Claim or Refund Claim, as
     applicable,
 
          (ii)  take such action in connection with such IRS Claim or Refund
     Claim (as applicable) as the Company reasonably requests in writing from
     time to time, including accepting legal representation with respect thereto
     by an attorney selected by the Company, subject to the approval of the
     Executive (which approval shall not be unreasonably withheld or delayed),

          (iii) cooperate with the Company in good faith to contest such IRS
     Claim or pursue such Refund Claim, as applicable,

          (iv)  permit the Company to participate in any proceedings relating to
     such IRS Claim or Refund Claim, as applicable, and

          (v)   contest such IRS Claim or prosecute such Refund Claim (as
     applicable) to a determination before any administrative tribunal, in a
     court of initial jurisdiction and in one or more appellate courts, as the
     Company may from time to time determine in its discretion.

                                       21
<PAGE>
 
          The Company shall control all proceedings in connection with such IRS
          Claim or Refund Claim (as applicable) and in its discretion may cause
          the Executive to pursue or forego any and all administrative appeals,
          proceedings, hearings and conferences with the IRS or other taxing
          authority in respect of such IRS Claim or Refund Claim (as
          applicable); provided that (i) any extension of the statute of
          limitations relating to payment of taxes for the taxable year of the
          Executive relating to the IRS Claim is limited solely to such IRS
          Claim, (ii) the Company's control of the IRS Claim or Refund Claim (as
          applicable) shall be limited to issues with respect to which a Gross-
          Up Payment would be payable, and (iii) the Executive shall be entitled
          to settle or contest, as the case may be, any other issue raised by
          the IRS or other taxing authority.

          (d) The Company may at any time in its discretion direct the Executive
          to (i) contest the IRS Claim in any lawful manner or (ii) pay the
          amount specified in an IRS Claim and pursue a Refund Claim; provided,
          however, that if the Company directs the Executive to pay an IRS Claim
          and pursue a Refund Claim, the Company shall advance the amount of
          such payment to the Executive on an interest-free basis and shall
          indemnify the Executive, on an after-tax basis, for any income or
          other applicable taxes or Excise Tax, and any related interest or
          penalties imposed with respect to such advance.

          (e) The Company shall pay directly all legal, accounting and other
          costs and expenses (including additional interest and penalties)
          incurred by the Company or the Executive in connection with any IRS
          Claim or Refund Claim, as applicable, and shall indemnify the
          Executive, on an after-tax basis, for any income or other applicable
          taxes, Excise Tax and related interest and penalties imposed on the
          Executive as a result of such payment of costs and expenses.



     6.7  Limitation on Gross-up Payments.
          ------------------------------- 

          (a)  Notwithstanding any other provision of this Article VI, if the
          aggregate After-Tax Amount (as defined below) of the Potential
          Parachute Payments and Gross-up Payments that, but for this Section
          6.7 would be payable to the Executive, does not exceed 110% of the
          After-Tax Floor Amount (as defined below), then no Gross-up Payment
          shall be made to 

                                       22
<PAGE>
 
          the Executive, and the aggregate amount of Potential Parachute
          Payments payable to the Executive shall be reduced (but not below the
          Floor Amount) to the largest amount which would both (i) not cause any
          Excise Taxes to be payable by Executive and (ii) not cause any
          Potential Parachute Payments to become nondeductible by the Company by
          reason of Section 280G of the Code (or any successor provision). For
          purposes of the preceding sentence, the Executive shall be deemed to
          be subject to the highest effective after-tax marginal rate of federal
          and Illinois taxes.

          (b)  For purposes of this Section:

               (i)   "After-Tax Amount" means the portion of a specified amount
          that would remain after payment of all federal, state and local income
          or other taxes and Excise Taxes paid or payable by Executive in
          respect of such specified amount;

               (ii)  "Floor Amount" means the greatest pre-tax amount of
          Potential Parachute Payments that could be paid to Executive without
          causing him to become liable for any Excise Taxes in connection
          therewith; and

               (iii) "After-Tax Floor Amount" means the After-Tax Amount of the
          Floor Amount.

     6.8  Refunds.  If, after the receipt by the Executive of any payment or
          -------         
     advance of Excise Taxes advanced by the Company pursuant to Section 6.6,
     the Executive receives any refund with respect to such claim, the Executive
     shall (subject to the Company's complying with the requirements of Section
     6.6) promptly pay the Company the amount of such refund (together with any
     interest paid or credited thereon after taxes applicable thereto). If,
     after the receipt by the Executive of an amount advanced by the Company
     pursuant to Section 6.6, a determination is made that the Executive shall
     not be entitled to any refund with respect to such claim and the Company
     does not notify the Executive in writing of its intent to contest such
     determination within 30 days after the Company receives written notice of
     such determination, then such advance shall be forgiven and shall not be
     required to be repaid and the amount of such advance shall offset, to the
     extent thereof, the amount of Gross-up Payment required to be paid. Any
     contest of a denial of refund shall be controlled by Section 6.6.

                                       23
<PAGE>
 
                                  ARTICLE VII
                             EXPENSES AND INTEREST

     7.1  Legal Fees and Other Expenses.
          ----------------------------- 

          (a) If the Executive incurs legal fees or other expenses in an effort
          to secure, preserve, establish entitlement to, or obtain benefits
          under this Agreement (including, without limitation, the fees and
          other expenses of the Executive's legal counsel in connection with the
          delivery of the Executive Counsel Opinion referred to in Section 6.5),
          the Company shall, regardless of the outcome of such effort, promptly
          reimburse the Executive on a current basis for such fees and expenses
          following the Executive's written submission of a request for
          reimbursement together with evidence that such fees and expenses were
          incurred.

          (b) If the Executive does not prevail (after exhaustion of all
          available judicial remedies) in respect of a claim by the Executive or
          by the Company hereunder, and the Company establishes before a court
          of competent jurisdiction, by clear and convincing evidence, that the
          Executive had no reasonable basis for his claim hereunder, or for his
          response to the Company's claim hereunder, and acted in bad faith, no
          further reimbursement for legal fees and expenses shall be due to the
          Executive in respect of such claim and the Executive shall refund any
          amounts previously reimbursed hereunder with respect to such claim.

     7.2  Interest.  If the Company does not pay any amount due to the Executive
          --------                                                              
     under this Agreement within three days after such amount became due and
     owing, interest shall accrue on such amount from the date it became due and
     owing until the date of payment at a annual rate equal to 200 basis points
     above the base commercial lending rate published in The Wall Street Journal
     in effect from time to time during the period of such nonpayment.


                                  ARTICLE VIII
                   NO ADVERSE EFFECT ON POOLING OF INTERESTS

     Any benefits provided to the Executive under this Agreement may be reduced
     or eliminated to the extent necessary, in the reasonable judgment of the
     Board of Directors of Unicom, to enable the Company to account for a
     merger, consolidation or similar transaction as a pooling of interests;
     provided that (i) the 

                                       24
<PAGE>
 
     Unicom Board shall have exercised such judgment and given the Executive
     written notice thereof prior to the Effective Date and (ii) the
     determination of the Unicom Board shall be supported by a written
     certificate of the Company's independent auditors, a copy of which shall be
     provided to the Executive before the Effective Date.



                                  ARTICLE IX
                           NO SET-OFF OR MITIGATION

     9.1  No Set-off by Company.  The Executive's right to receive when due the
          ---------------------                                                
     payments and other benefits provided for under this Agreement is absolute,
     unconditional and subject to no set-off, counterclaim or legal or equitable
     defense. Any claim which the Company may have against the Executive,
     whether for a breach of this Agreement or otherwise, shall be brought in a
     separate action or proceeding and not as part of any action or proceeding
     brought by the Executive to enforce any rights against the Company under
     this Agreement.

     9.2  No Mitigation.  The Executive shall not have any duty to mitigate the
          -------------                                                        
     amounts payable by the Company under this Agreement by seeking new
     employment following termination. Except as specifically otherwise provided
     in this Agreement, all amounts payable pursuant to this Agreement shall be
     paid without reduction regardless of any amounts of salary, compensation or
     other amounts which may be paid or payable to the Executive as the result
     of the Executive's employment by another employer.


                                   ARTICLE X
                           NON-EXCLUSIVITY OF RIGHTS

     10.1 Waiver of Other Severance Rights.  To the extent that payments are
          --------------------------------   
     made to the Executive pursuant to Section 5.1 of this Agreement, the
     Executive hereby waives the right to receive benefits under the terms of
     the Unicom Corporation Key Management Severance Plan or any other plan or
     agreement (including an offer of employment or employment contract) of the
     Company or its subsidiaries which provides for severance benefits.

     10.2 Other Rights. Except as provided in Section 9.1, this Agreement shall 
          ------------          
     not prevent or limit the Executive's continuing or future participation in
     any benefit, 

                                       25
<PAGE>
 
     bonus, incentive or other plans provided by the Company or any of its
     subsidiaries and for which the Executive may qualify, nor shall this
     Agreement limit or otherwise affect such rights as the Executive may have
     under any other agreements with the Company or any of its subsidiaries.
     Amounts which are vested benefits or which the Executive is otherwise
     entitled to receive under any plan of the Company or any of its
     subsidiaries and any other payment or benefit required by law at or after
     the Termination Date shall be payable in accordance with such Plan or
     applicable law except as expressly modified by this Agreement.


                                  ARTICLE XI
                                CONFIDENTIALITY

     11.1 Confidentiality.  The Executive acknowledges that it is the policy of
          ---------------      
     the Company and its subsidiaries to maintain as secret and confidential all
     valuable and unique information and techniques acquired, developed or used
     by the Company and its subsidiaries relating to their business, operations,
     employees and customers, which gives the Company and its subsidiaries a
     competitive advantage in the transmission, distribution, marketing, or sale
     of electricity or in the energy services industry and other businesses in
     which the Company and its subsidiaries are engaged ("Confidential
     Information"). The Executive recognizes that all such Confidential
     Information is the sole and exclusive property of the Company and its
     subsidiaries, and that disclosure of Confidential Information would cause
     damage to the Company and its subsidiaries. The Executive agrees that,
     except as required by the duties of his employment with the Company or its
     subsidiaries and except in connection with enforcing the Executive's rights
     under this Agreement or if compelled by a court or governmental agency, he
     will not, without the consent of the Company, disseminate or otherwise
     disclose any Confidential Information obtained during his employment with
     the Company or its subsidiaries for so long as such information is valuable
     and unique.

     11.2 Remedy.  The Executive and the Company specifically agree that, in the
          ------                                                                
     event that Executive shall breach his obligations under this Article XI,
     the Company and its subsidiaries will suffer irreparable injury and shall
     be entitled to injunctive relief therefor, and shall not be precluded from
     pursuing any and all remedies it may have at law or in equity for breach of
     such obligations; provided, however, that such breach shall not in any
     manner or degree whatsoever limit, reduce or otherwise affect the
     obligations of the Company under this Agreement, and in no event shall an
     asserted breach of the Executive's obligations under this Article XI
     constitute a basis for deferring or withholding any amounts otherwise
     payable to the Executive under this Agreement.

                                       26
<PAGE>
 
                                  ARTICLE XII
                                 MISCELLANEOUS

     12.1 No Assignability.  This Agreement is personal to the Executive and 
          ----------------          
     without the prior written consent of the Company shall not be assignable by
     the Executive otherwise than by will or the laws of descent and
     distribution. This Agreement shall inure to the benefit of and be
     enforceable by the Executive's legal representatives.

     12.2 Successors.  Before or upon the consummation of any Change in Control,
          ----------                                      
     Company shall obtain from each individual, group or entity that becomes a
     successor of the Company by reason of the Change in Control, the
     unconditional written agreement of such individual, group or entity to
     assume this Agreement and to perform all of the obligations of the Company
     hereunder.

     12.3 Payments to Beneficiary.  If the Executive dies before receiving 
          -----------------------      
     amounts to which the Executive is entitled under this Agreement, such
     amounts shall be paid in a lump sum to the beneficiary designated in
     writing by the Executive, or if none is so designated, to the Executive's
     estate.

     12.4 Nonalienation of Benefits.  Benefits payable under this Agreement 
          -------------------------   
     shall not be subject in any manner to anticipation, alienation, sale,
     transfer, assignment, pledge, encumbrance, charge, garnishment, execution
     or levy of any kind, either voluntary or involuntary, before actually being
     received by the Executive, and any such attempt to dispose of any right to
     benefits payable under this Agreement shall be void.

     12.5 Severability.  If any one or more articles, sections or other 
          ------------        
     portions of this Agreement are declared by any court or governmental
     authority to be unlawful or invalid, such unlawfulness or invalidity shall
     not serve to invalidate any article, section or other portion not so
     declared to be unlawful or invalid. Any article, section or other portion
     so declared to be unlawful or invalid shall be construed so as to
     effectuate the terms of such article, section or other portion to the
     fullest extent possible while remaining lawful and valid.

     12.6 Arbitration.  Any and all disputes between the parties hereto arising
          -----------          
     out of this Agreement (other than disputes related to Article VI or to an
     alleged breach of the covenant contained in Article XI) shall be settled by
     arbitration before an impartial arbitrator pursuant to the rules and
     regulations of the American

                                       27
<PAGE>
 
     Arbitration Association (AAA) pertaining to the arbitration of labor
     disputes. Either party may invoke the right to arbitration. The arbitrator
     shall be selected by means of the parties striking alternatively from a
     panel of seven arbitrators supplied by the Chicago office of AAA. The
     Arbitrator shall have the authority to interpret and apply the provisions
     of this Agreement, consistent with Section 12.10 below. The decision of the
     arbitrator shall be final and binding upon the parties. Judgment may be
     entered on the award in any court of competent jurisdiction.

     12.7 Amendments.  This Agreement shall not be altered, amended or modified
          ----------                                                           
     except by written instrument executed by the Company and the Executive.

     12.8 Notices.  All notices and other communications under this Agreement
          -------      
     shall be in writing and delivered by hand or by first-class registered or
     certified mail, return receipt requested, postage prepaid, addressed as
     follows:

                If to the Executive:

                ________________________________ 
                ________________________________ 
                ________________________________ 

                If to the Company:

                Unicom Corporation
                Attn: Pamela B. Strobel
                Executive Vice President and
                General Counsel
                37th Floor
                10 S. Dearborn Street
                Chicago, IL  60690

     or to such other address as either party shall have furnished to the other
     in writing. Notice and communications shall be effective when actually
     received by the addressee.

     12.9 Counterparts.  This Agreement may be executed in two or more 
          ------------           
     counterparts, each of which shall be deemed an original, but all of which
     together constitute one and the same instrument.

                                       28
<PAGE>
 
     12.10  Governing Law.  This Agreement is intended to be a plan subject to
            -------------    
     the provisions of the Employee Retirement Income Security Act of 1974, as
     amended, and shall be interpreted and construed in accordance with the
     terms thereof; provided, however, that to the extent not preempted thereby,
     this Agreement is intended to be interpreted and construed in accordance
     with the laws of the State of Illinois, without regard to its choice of law
     principles.

     12.11  Captions.  The captions of this Agreement are not a part of the
            --------                                                       
     provisions hereof and shall have no force or effect.

     12.12  Tax Withholding.  The Company may withhold from any amounts 
            ---------------             
     payable under this Agreement any federal, state or local taxes that are
     required to be withheld pursuant to any applicable law or regulation.

     12.13  No Waiver.  A waiver of any provision of this Agreement shall not be
            ---------                                                           
     deemed a waiver of any other provision, and any waiver of any default in
     any such provision shall not be deemed a waiver of any later default
     thereof or of any other provision.

     12.14  Entire Agreement.  This Agreement contains the entire understanding
            ----------------         
      of the Company and the Executive with respect to its subject matter.

               IN WITNESS WHEREOF, the Executive and the Company have executed
this Agreement as of the date first above written.


                          __________________________
                                [Executive]


                          UNICOM CORPORATION


                          By:________________________
                          Title:_______________________

 

                     COMMONWEALTH EDISON COMPANY.
 

                          By:________________________
                          Title:_______________________

                                       29