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                              Exhibit (10)-13
                              Unicom Corporation and Commonwealth Edison Company
                              Form 10-K  File Nos. 1-11375 and 1-1839


             1997 AWARD TO MR. O'CONNOR, MR. MULLIN AND MR. SKINNER
             UNDER THE UNICOM CORPORATION LONG-TERM INCENTIVE PLAN
             -----------------------------------------------------



Unicom Corporation, an Illinois corporation (the "Company"), hereby grants to
James J. O'Connor, Leo F. Mullin and Samuel K. Skinner in accordance with the
provisions of the Unicom Corporation Long-Term Incentive Plan (as in effect from
time to time, the "Plan"), an incentive award (each, an "Award") in the amount
and upon and subject to the restrictions, terms and conditions set forth below.
Capitalized terms not defined herein shall have the meanings specified in the
Plan.

The amount payable (the "Award Payment Amount") in connection with an Award
shall be calculated according to the following formula:

Award       UIPPM                             Strategic
Payment  =  Payout      X  50%  X  Base    +  Payout      X  50%  X  Base
Amount      Percentage             Salary     Percentage             Salary

"Base Salary" shall mean, for each of Mr. O'Connor, Mr. Mullin and Mr. Skinner,
his monthly scheduled rate of pay from ComEd as of January 1, 1997, multiplied
by 12, together with the 1997 income from his Deferred Compensation Units
(whether received from the Company or Commonwealth Edison Company  ("ComEd")).

"UIPPM Payout Percentage" shall mean the percentage applicable to an amount of
Unicom Incentive Plan Profit Margin, as determined from the following table;
provided, that interpolation shall be used in determining the applicable
percentage for an amount of Unicom Incentive Plan Profit Margin between the
"Minimum" level and the "Maximum" level:


         Level of          Unicom Incentive           UIPPM Payout
         Award             Plan Profit Margin         Percentage

         Minimum             $1,290 million                10%

         Standard             1,345 million                50

         Maximum              1,530 million               100


"Unicom Incentive Plan Profit Margin" shall mean (i) consolidated revenues of
the Company and its subsidiaries for calendar year, after (1) deducting fuel
adjustment clause
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collections and revenue taxes and (2) excluding any revenue adjustments as a
result of any Illinois Commerce Commission ("ICC") proceedings, less (ii) the
following consolidated costs of the Company and its subsidiaries for calendar
year 1997:  operation and maintenance expenditures, fuel and purchased power
expenditures, depreciation charges, property tax charges, and interest charges.
For purposes of the foregoing computation, the computation of:

(a)  "operations and maintenance expenditures" shall exclude:

(i)  charges associated with any early retirement program adopted by the Company
or any of its subsidiaries, or any severance payments made by the Company or any
of its subsidiaries,

(ii)  any charges associated with any company-wide incentive pay
plan/arrangement generally applicable to bargaining unit employees within ComEd
and/or Commonwealth Edison Company of Indiana, Inc. ("ComEd/Indiana"),

(iii)  any write-off (as opposed to depreciation charges) included in operation
and maintenance expenditures that relates to any plant, property or equipment of
the Company or any of its subsidiaries,

(iv)  the effect of any unanticipated accounting reclassifications or
adjustments or inter-company cost allocation adjustments that may be required by
the Federal Energy Regulatory Commission or the ICC,

(v)  any effects resulting from any subsequent ICC or judicial proceeding
relating to any order entered by the ICC in any docket, including, without
limitation, Docket No. 94-0065,

(vi)  any gain, loss or other charges (including, without limitation, increases
or decreases in related operations and maintenance expenditures) associated with
the retirement or disposition of any facilities (including, without limitation,
ComEd/Indiana's State Line generating plant and ComEd's Kincaid generating
plant),

(vii)  any operations and maintenance expenditures associated with the ownership
and operation by (1) ComEd/Indiana of the State Line generating plant after June
30, 1997 or (2) ComEd of the Kincaid generating plant after July 1, 1997,

(viii) any signing bonus and one-time costs paid to members of Local 15 of the
International Brotherhood of Electrical Workers in connection with the execution
of their next collective bargaining agreement with ComEd, and

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(ix) any charges associated with necessary increases in (1) pension provisions
for the Service Annuity Systems of ComEd or ComEd/Indiana which are determined
after January 1, 1997 or (2) provisions for post-retirement health care benefits
of the Company or any of its subsidiaries which are determined after January 1,
1997;

(b)  "fuel and purchased power expenditures" shall exclude any changes in fuel
and purchased power expenditures (i) associated with the retirement or
disposition of any generating facilities (including, without limitation,
ComEd/Indiana's State Line generating plant and ComEd's Kincaid generating
plant) or (ii) due to the fact that ComEd/Indiana's State Line generating plant
and/or ComEd's Kincaid generating plant have not been transferred or otherwise
disposed of prior to June 30, 1997;

(c)  "depreciation charges" shall exclude any additional charges resulting from
any change in the rate of depreciation allowed by regulatory bodies with respect
to plant, property or equipment during 1997; and

(d)  "property tax charges" and "interest charges" shall exclude increases or
decreases due to the fact that ComEd/Indiana's State Line generating plant
and/or ComEd's Kincaid generating plant have not been transferred or otherwise
disposed of prior to July 1, 1997.

"Strategic Payout Percentage" shall mean the percentage applicable to a given
level of strategic goal accomplishment, as such accomplishment is determined by
the Committee, as set forth in the following table.


                                     Strategic Payout
         Level of Award                 Percentage

             Minimum                        10%

            Standard                        50

             Maximum                       100


The Award Payment Amount shall be paid 75% in cash and 25% in shares of Common
Stock.

The Awards are subject to the provisions of Sections 8 through 10.4 (inclusive)
of the 1997 Annual Incentive Award for Management Employees (including
employment requirements and timing of payments).




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