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                             Exhibit (10)-9
                             Unicom Corporation and Commonwealth Edison Company
                             Form 10-K File Nos. 1-11375 and 1-1839


                              UNICOM CORPORATION

               General Provisions Regarding Stock Option Awards
         Granted Under the Unicom Corporation Long-Term Incentive Plan
                            Effective July 10, 1997

The purpose of these General Provisions Regarding Stock Option Awards Granted
Under the Unicom Corporation Long-Term Incentive Plan (the "General Provisions")
is to set forth certain provisions which shall be deemed a part of, and to
govern, options to purchase shares of the Common Stock, without par value (the
"Common Stock"), of Unicom Corporation, an Illinois corporation (the "Company"),
granted by the Company on or after July 10, 1997 under the provisions of the
Unicom Corporation Long-Term Incentive Plan (the "Plan"), unless otherwise
provided in the Option Agreement (as hereinafter defined) evidencing any such
option or options.

     1.   Form of Stock Option Grant. Each such stock option ("Option") shall be
          in writing (an "Option Agreement") and shall specify (i) the name of
          the recipient of the Option (the "Optionee"), (ii) the number of
          shares of Common Stock subject to such Option, and (iii) the terms
          applicable to the exercise of such Option, including the exercise
          price, any restrictions applicable to such exercise and the expiration
          date (the "Expiration Date") for such exercise.

     2.   Time and Manner of Exercise.

          2.1.  Exercise of Option.

                (a)  Except as otherwise provided herein, an Option shall become
                     exercisable as described under the caption "When
                     Exercisable" in the Option Agreement.

                (b)  If an Optionee's employment by the Company terminates by
                     reason of Retirement, death or Disability, then on the date
                     of such Retirement, death or Disability, such Optionee's
                     Option shall, notwithstanding Section 2.1(a) hereof, become
                     exercisable as to all of the shares of Common Stock
                     remaining subject to such Option and may (1) in the cases
                     of Retirement or Disability, be exercised by such Optionee
                     or his or her Legal Representative or Permitted
                     Transferees, as the case may be, until the Expiration Date
                     or (2) in the case of death, be exercised by such
                     Optionee's Legal Representative or Permitted Transferees,
                     as the case may be, until 11:59 p.m. (Chicago time) on the
                     third anniversary of the date of death; provided, however,
                     that in any case such exercisability is conditioned upon
                     such Optionee's or his or her Legal Representative's or
                     Permitted Transferees', as the case may be, continued
                     "acceptable conduct," as determined by the Committee in its
                     sole discretion. For purposes of the foregoing, "acceptable
                     conduct" shall mean, without limitation, refraining from
                     engaging in activities which (i) are competitive to the
                     business of the Company or its subsidiaries, (ii) promote
                     or assist

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                     competitors of the Company or its subsidiaries, or (iii)
                     reflect negatively on the Company, its subsidiaries or any
                     of their directors, officers, employees or agents.

                (c)  If an Optionee's employment by the Company terminates
                     either for cause or by voluntary action of such Optionee
                     (other than Retirement), such Optionee's Option shall
                     expire on the effective date of such termination of
                     employment and shall not thereafter be exercisable.

                (d)  If an Optionee's employment by the Company terminates for
                     any reason other than Retirement, Disability, death or as
                     specified in Section 2.1(c) hereof, such Optionee's Option
                     shall be exercisable only to the extent it is exercisable
                     on the effective date of such termination of employment and
                     may thereafter be exercised by such Optionee or his or her
                     Legal Representative until and including the earlier to
                     occur of (i) the date which is three months after the
                     effective date of such termination of employment and (ii)
                     the Expiration Date.

          2.2.  Method of Exercise. Subject to the limitations set forth in the
                Option Agreement and these General Provisions, an Option may be
                exercised by the Optionee:

                (a)  by giving written notice to the Company specifying the
                     number of whole shares of Common Stock to be purchased and
                     accompanied by payment therefor in full (or arrangement
                     made for such payment to the Company's satisfaction) (1) in
                     cash, (2) by delivery of previously owned whole shares of
                     Common Stock (which such Optionee has held for at least six
                     months prior to the delivery of such shares or which such
                     Optionee purchased on the open market and for which such
                     Optionee has good title, free and clear of all liens and
                     encumbrances) having an aggregate Fair Market Value,
                     determined as of the date of exercise, equal to the
                     aggregate purchase price payable pursuant to such Option by
                     reason of such exercise, (3) in cash by a broker-dealer
                     acceptable to the Company to whom such Optionee has
                     submitted an irrevocable notice of exercise or (4) a
                     combination of (1) and (2), and

                (b)  by executing such documents as the Company may reasonably
                     request.

                The Company shall have sole discretion to disapprove of an
                election pursuant to any of subclauses (2) through (4) of clause
                (a) of this Section 2.2. Any fraction of a share of Common Stock
                which would be required to pay such purchase price shall be
                disregarded and the remaining amount due shall be paid in cash
                by the Optionee. No certificate representing a share of Common
                Stock shall be delivered until the full purchase price therefor
                has been paid.

          2.3.  Termination of Option.

                (a)  In no event may an Option be exercised after it terminates
                     as set forth in this Section 2.3. An Option shall
                     terminate, to the extent not exercised

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                     pursuant to Section 2.2 or earlier terminated pursuant to
                     Section 2.1, on the Expiration Date stated in the Option
                     Agreement.

                (b)  In the event that rights to purchase all or a portion of
                     the shares of Common Stock subject to an Option expire or
                     are exercised, cancelled or forfeited, the Optionee shall,
                     upon the Company's request, promptly return the related
                     Option Agreement to the Company for full or partial
                     cancellation, as the case may be. Such cancellation shall
                     be effective regardless of whether the Optionee returns
                     said Option Agreement. If the Optionee continues to have
                     rights to purchase shares of Common Stock under said Option
                     Agreement, the Company shall, within 10 days of the
                     Optionee's delivery of said Option Agreement to the
                     Company, either (i) mark said Option Agreement to indicate
                     the extent to which said Option has expired or been
                     exercised, cancelled or forfeited or (ii) issue to the
                     Optionee a substitute option agreement applicable to such
                     rights, which agreement shall otherwise be substantially
                     similar to said Option Agreement in form and substance.

     3.   Additional Terms and Conditions of Options.

          3.1.  Nontransferability of Options.  Except as may otherwise be
                permitted by the Plan or authorized in accordance with the terms
                of the Plan, an Option may not be transferred by the Optionee
                other than by will or the laws of descent and distribution or
                pursuant to beneficiary designation procedures approved by the
                Company. Except to the extent permitted by the foregoing
                sentence, during the Optionee's lifetime such Optionee's Option
                is exercisable only by the Optionee or his or her Legal
                Representative. Except to the extent permitted by the foregoing,
                an Option may not be sold, transferred, assigned, pledged,
                hypothecated, encumbered or otherwise disposed of (whether by
                operation of law or otherwise) or be subject to execution,
                attachment or similar process. Upon any attempt so to sell,
                transfer, assign, pledge, hypothecate, encumber or otherwise
                dispose of an Option, such Option and all rights thereunder
                shall immediately become null and void.

          3.2.  Withholding Taxes.

                (a)  As a condition precedent to the delivery of shares of
                     Common Stock upon exercise of an Option, the Optionee
                     shall, upon request by the Company, pay to the Company in
                     addition to the purchase price of the shares, such amount
                     of cash as the Company may be required, under all
                     applicable federal, state, local or other laws or
                     regulations, to withhold and pay over as income or other
                     withholding taxes (the "Required Tax Payments") with
                     respect to such exercise of such Option. If the Optionee
                     shall fail to advance the Required Tax Payments after
                     request by the Company, the Company may, in its discretion,
                     deduct any Required Tax Payments from any amount then or
                     thereafter payable by the Company to the Optionee.

               (b)   The Optionee may elect to satisfy his or her obligation to
                     advance the Required Tax Payments by any of the following
                     means: (1) a cash

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                     payment to the Company pursuant to Section 3.2(a), (2)
                     delivery to the Company of previously owned whole shares of
                     Common Stock (which the Optionee has held for at least six
                     months prior to the delivery of such shares or which the
                     Optionee purchased on the open market and for which the
                     Optionee has good title, free and clear of all liens and
                     encumbrances) having an aggregate Fair Market Value,
                     determined as of the date the obligation to withhold or pay
                     taxes first arises in connection with such Optionee's
                     Option (the "Tax Date"), equal to the Required Tax
                     Payments, (3) authorizing the Company to withhold whole
                     shares of Common Stock which would otherwise be delivered
                     to the Optionee upon exercise of such Option having an
                     aggregate Fair Market Value, determined as of the Tax Date,
                     equal to the Required Tax Payments, (4) a cash payment by a
                     broker-dealer acceptable to the Company to whom the
                     Optionee has submitted an irrevocable notice of exercise or
                     (5) any combination of (1), (2) and (3). The Company shall
                     have sole discretion to disapprove of an election pursuant
                     to any of clauses (2) through (5). Shares of Common Stock
                     to be delivered or withheld may not have an aggregate Fair
                     Market Value in excess of the minimum amount of the
                     Required Tax Payments. Any fraction of a share of Common
                     Stock which would be required to satisfy any such
                     obligation shall be disregarded and the remaining amount
                     due shall be paid in cash by the Optionee. No certificate
                     representing a share of Common Stock shall be delivered
                     until the Required Tax Payments have been satisfied in
                     full.

                (c)  Unless the Committee otherwise determines, if an Optionee
                     is subject to Section 16 of the Exchange Act, the following
                     provisions shall apply to such Optionee's election to
                     deliver to the Company whole shares of Common Stock or to
                     authorize the Company to withhold whole shares of Common
                     Stock purchasable upon exercise of such Optionee's Option
                     in payment of all or a portion of such Optionee's tax
                     liability in connection with such exercise:

                     (1)  Such Optionee may deliver to the Company previously
                     owned whole shares of Common Stock in accordance with
                     Section 3.2(b), if such delivery is in connection with the
                     delivery of shares of Common Stock in payment of the
                     exercise price of such Optionee's Option.

                     (2)  Such Optionee may authorize the Company to withhold
                     whole shares of Common Stock purchasable upon exercise of
                     such Optionee's Option in accordance with Section 3.2(b);
                     provided that the following provisions shall apply to such
                     election:

                          (i)  such election may apply only to such Option or
                          any or all other options held by such Optionee, shall
                          be filed with the Secretary at least six months prior
                          to the exercise date of such Option and may not take
                          effect during the six-month period beginning on the
                          Grant Date (as specified in the Option Agreement) of
                          such Option (other than in the event of such
                          Optionee's death) or

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                          (ii)  such election (A) shall be subject to approval
                          by the Committee, (B) may not take effect during the
                          six-month period beginning on the Grant Date (as
                          specified in the Option Agreement) of such Option
                          (other than in the event of such Optionee's death),
                          (C) must be filed with the Secretary during (or must
                          be filed with the Secretary in advance of, but take
                          effect during) the ten business day period beginning
                          on the third business day following the date of
                          release of the Company's quarterly or annual summary
                          statements of sales and earnings and (D) the exercise
                          of such Option must occur during such ten business day
                          period.

                Unless the Committee otherwise determines, any election pursuant
                to clause (i) may be revoked or changed only if such revocation
                or change is made at least six months prior to the exercise of
                the Option. Any election made pursuant to clause (ii) may be
                revoked or changed prior to the exercise of the Option during
                the ten business day period.

          3.3.  Adjustment.  The number and class of securities subject to an
                Option and the purchase price per security shall be subject to
                adjustment as provided in Section 4.2 of the Plan. If any such
                adjustment would result in a fractional security being subject
                to such Option, the Company shall pay the Optionee, in
                connection with the first exercise of such Option, in whole or
                in part, occurring after such adjustment, an amount in cash
                determined by multiplying (i) the fraction of such security
                (rounded to the nearest hundredth) by (ii) the excess, if any,
                of (A) the Fair Market Value on the exercise date over (B) the
                exercise price per share of such Option. The decision of the
                Committee regarding any such adjustment shall be final, binding
                and conclusive.

          3.4.  Compliance with Applicable Law.  Each Option is subject to the
                condition that if the listing, registration or qualification of
                the shares subject to such Option upon any securities exchange
                or under any law, or the consent or approval of any governmental
                body, or the taking of any other action is necessary or
                desirable as a condition of, or in connection with, the purchase
                or delivery of shares hereunder, such Option may not be
                exercised, in whole or in part, unless such listing,
                registration, qualification, consent or approval shall have been
                effected or obtained, free of any conditions not acceptable to
                the Company. The Company agrees to use reasonable efforts to
                effect or obtain any such listing, registration, qualification,
                consent or approval.

          3.5.  Delivery of Certificates.  Upon the exercise of an Option, in
                whole or in part, the Company shall credit to a book-entry or
                other electronic account maintained for the Optionee, or deliver
                or cause to be delivered one or more certificates representing,
                the number of shares purchased against full payment therefor.
                The Company shall pay all original issue or transfer taxes and
                all fees and expenses incident to such delivery, except as
                otherwise provided in Section 3.2.


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          3.6.  Rights as a Stockholder.  An Optionee shall not be entitled to
                any privileges of ownership with respect to shares of Common
                Stock subject to an Option unless and until purchased and
                credited to an account maintained for such Optionee or delivered
                to such Optionee upon the exercise of such Option, in whole or
                in part, and such Optionee becomes a stockholder of record with
                respect to such shares; and such Optionee shall not be
                considered a stockholder of the Company with respect to any such
                shares not so purchased and credited or delivered.

          3.7.  Company to Reserve Shares.  The Company shall at all times prior
                to the expiration or termination of an Option reserve and keep
                available, either in its treasury or out of its authorized but
                unissued shares of Common Stock, the full number of shares
                subject to such Option from time to time.

          3.8.  Agreement Subject to the Plan.  Each Option Agreement, and the
                Option thereby granted, are subject to the provisions of the
                Plan, including, without limitation, Sections 5.1 and 13.2 of
                the Plan, and shall be interpreted in accordance therewith.

     4.   Change in Control.

          (a)   Notwithstanding any provision in the Plan or any Option
                Agreement, in the event of a Change in Control, all outstanding
                Options shall immediately become exercisable in full.

          (b)   "Change in Control" shall mean:

                (1)  the acquisition by any individual, entity or group (a
                     "Person"), including any "person" within the meaning of
                     Section 13(d)(3) or 14(d)(2) of the Exchange Act, 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 (the
                     "Outstanding Company Common Stock") or (ii) the combined
                     voting power of the then outstanding securities of the
                     Company entitled to vote generally in the election of
                     directors (the "Outstanding Company Voting Securities");
                     excluding, however, the following: (A) any acquisition
                     directly from the Company (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 the
                     Company), (B) any acquisition by the Company, (C) any
                     acquisition by an employee benefit plan (or related trust)
                     sponsored or maintained by the Company or any corporation
                     controlled by the Company or (D) any acquisition by any
                     corporation pursuant to a transaction which complies with
                     clauses (i), (ii) and (iii) of subsection (3) of this
                     Section 4(b); provided further, that for purposes of clause
                     (B), if any Person (other than the Company or any employee
                     benefit plan (or related trust) sponsored or maintained by
                     the Company or any corporation controlled by the Company)
                     shall become the beneficial owner of 20% or more of the
                     Outstanding Company Common Stock or 20% or more of the
                     Outstanding Company Voting Securities by reason of an
                     acquisition by the Company, and such Person shall, after
                     such

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

                (2)  individuals who, as of the date hereof, constitute the
                     Board of Directors (the "Incumbent Board") cease for any
                     reason to constitute at least a majority of such Board;
                     provided that any individual who becomes a director of the
                     Company subsequent to the date hereof whose election, or
                     nomination for election by the Company's stockholders, was
                     approved by the vote of at least a majority of the
                     directors then comprising the Incumbent Board shall be
                     deemed a member of the Incumbent Board; and provided
                     further, that any individual who was initially elected as a
                     director of the Company as a result of an actual or
                     threatened election contest, as such terms are used in Rule
                     14a-11 of Regulation 14A promulgated under the Exchange
                     Act, or any other actual or threatened solicitation of
                     proxies or consents by or on behalf of any Person other
                     than the Board shall not be deemed a member of the
                     Incumbent Board;

                (3)  approval by the stockholders of the Company of a
                     reorganization, merger or consolidation or sale or other
                     disposition of all or substantially all of the assets of
                     the Company (a "Corporate Transaction"); excluding,
                     however, a Corporate Transaction pursuant to which (i) all
                     or substantially all of the individuals or entities who are
                     the beneficial owners, respectively, of the Outstanding
                     Company Common Stock and the Outstanding Company Voting
                     Securities immediately prior to such Corporate Transaction
                     will beneficially own, directly or indirectly, more than
                     60% of, respectively, the outstanding shares of common
                     stock, and the combined voting power of the outstanding
                     securities of such corporation 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 corporation which as a
                     result of such transaction owns the Company or all or
                     substantially all of the Company's assets either directly
                     or indirectly) in substantially the same proportions
                     relative to each other as their ownership, immediately
                     prior to such Corporate Transaction, of the Outstanding
                     Company Common Stock and the Outstanding Company Voting
                     Securities, as the case may be, (ii) no Person (other than:
                     the Company; any employee benefit plan (or related trust)
                     sponsored or maintained by the Company or any corporation
                     controlled by 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 outstanding shares of common stock of the corporation
                     resulting from such Corporate

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                     Transaction or the combined voting power of the outstanding
                     securities of such corporation entitled to vote generally
                     in the election of directors 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

                (4)  approval by the stockholders of the Company of a plan of
                     complete liquidation or dissolution of the Company.

     5.   Miscellaneous Provisions.

          5.1.  Meaning of Certain Terms.

                (a)  As used herein, employment by the Company shall include
                     employment by a corporation which is a "subsidiary
                     corporation" of the Company, as such term is defined in
                     section 424 of the Code. References in these General
                     Provisions to sections of the Code shall be deemed to refer
                     to any successor section of the Code or any successor
                     internal revenue law.

                (b)  As used herein, the terms defined elsewhere in these
                     General Provisions shall have the respective specified
                     meanings and the following terms shall have the following
                     respective meanings:

                     "Committee" shall have the meaning specified in the Plan.

                     "Disability" shall have the meaning specified in any long-
                     term disability plan or arrangement maintained by the
                     Company or, if no such plan or arrangement is then in
                     effect, as determined by the Committee.

                     "Exchange Act" means the Securities Exchange Act of 1934,
                     as amended.

                     "Fair Market Value" means the closing transaction price of
                     a share of Common Stock, as reported on the New York Stock
                     Exchange Composite Transactions on the date of exercise or,
                     if there shall be no reported transaction for such date, on
                     the next preceding date for which a transaction was
                     reported.

                     "Legal Representative" shall include an executor,
                     administrator, legal representative, guardian or similar
                     person.

                     "Permitted Transferee" shall include any transferee (i)
                     pursuant to a transfer permitted under Section 13.5 of the
                     Plan and Section 3.1 of these General Provisions or (ii)
                     designated pursuant to beneficiary designation procedures
                     approved by the Company.

                     "Retirement" shall mean retirement from the employment of
                     the Company (as defined in Section 5.1(a) hereof) on or
                     after attaining the minimum age specified for early or
                     normal retirement in any then effective retirement


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                     policy of the Company, after a minimum of ten years
                     employment with the Company.

          5.2.  Successors.  These General Provisions shall be binding upon and
                inure to the benefit of any successor or successors of the
                Company and any person or persons who shall, upon the death of
                an Optionee, acquire any rights under such Optionee's Option
                Agreement in accordance with such Option Agreement, these
                General Provisions or the Plan.

          5.3.  Notices.  All notices, requests or other communications provided
                for in an Option Agreement shall be made, if to the Company, to
                Unicom Corporation, 10 South Dearborn Street - 37th Floor, P.O.
                Box A-3007, Chicago, Illinois 60690-3007, Attention: Secretary,
                and if to the Optionee under such Option Agreement, to the
                address for such Optionee set forth in the records of the
                Company. All notices, requests or other communications provided
                for in an Option Agreement shall be made in writing either (a)
                by personal delivery to the party entitled thereto, (b) by
                facsimile transmission with confirmation of receipt, (c) by
                mailing in the United States mails to the last known address of
                the party entitled thereto or (d) by express courier service.
                The notice, request or other communication shall be deemed to be
                received upon personal delivery, upon confirmation of receipt of
                facsimile transmission or upon receipt by the party entitled
                thereto if sent by United States mail or express courier
                service; provided, however, that if a notice, request or other
                communication is not received during regular business hours, it
                shall be deemed to be received on the next succeeding business
                day of the Company.

          5.4.  Governing Law.  Each Option Agreement (including these General
                Provisions) and all determinations made and actions taken
                pursuant thereto, to the extent not governed by the laws of the
                United States, shall be governed by the laws of the State of
                Illinois and construed in accordance therewith without giving
                effect to principles of conflicts of laws.

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