<PAGE>

                                                         Exhibit 10.2
                                               Chicago Mercantile Exchange Inc.
                                              Registration Statement on Form S-4



                          CHICAGO MERCANTILE EXCHANGE
             SENIOR MANAGEMENT SUPPLEMENTAL DEFERRED SAVINGS PLAN
             ----------------------------------------------------


<PAGE>

                               TABLE OF CONTENTS
                               -----------------

SECTION 1......................................................................1
     General...................................................................1
          History, Purpose and Effective Date..................................1
          Administration.......................................................1
          Plan Year............................................................1
          Source of Benefit Payments...........................................1
          Expenses.............................................................2
          Effect on Other Benefit Plans........................................2
          Applicable Laws......................................................2
          Gender and Number....................................................2
          Notices..............................................................2
          Evidence.............................................................2
          Action by Exchange...................................................2

SECTION 2......................................................................3
     Participation.............................................................3
          Participant..........................................................3
          Plan Not Contract of Employment......................................3

SECTION 3......................................................................3
     Deferred Compensation; Plan Accounting....................................3
          Deferred Compensation Accounts.......................................3
          Deferral Election....................................................4
          Matching Credits.....................................................4
          Cash Balance Plan and TESP Make-Whole Credits........................4
          Adjustment of Accounts...............................................5

SECTION 4......................................................................5
     Payment of Plan Benefits..................................................5
          Vesting..............................................................5
          Termination of Employment............................................5
          Hardship Distributions...............................................6
          Beneficiary Designation..............................................6
          Distributions to Disabled Persons....................................6
          Benefits May Not be Assigned.........................................7
          Withholding for Tax Liability........................................7

SECTION 5......................................................................7
     Amendment and Termination.................................................7
          Administrative Amendments............................................7
          Amendments and Termination...........................................7



                                       i
<PAGE>

                          CHICAGO MERCANTILE EXCHANGE
             SENIOR MANAGEMENT SUPPLEMENTAL DEFERRED SAVINGS PLAN
             ----------------------------------------------------

                                   SECTION 1
                                   ---------

                                    General
                                    -------

     1.1. History, Purpose and Effective Date. The Chicago Mercantile
Exchange, an Illinois not-for-profit corporation (the "Exchange"), has
maintained the Chicago Mercantile Exchange Senior Management Supplemental
Deferred Savings Plan (the "Plan") to provide a select group of its key
management employees with the opportunity to defer receipt of compensation and
receive additional retirement income from the Exchange. The following
provisions constitute an amendment, restatement, and continuation of the Plan,
effective as of January 1, 1993 (the "Effective Date"). The Plan is intended to
constitute a plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

     1.2. Administration. The Exchange is the Plan Administrator of the Plan.
The Plan Administrator may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such delegation may be
revoked at any time. Until the Plan Administrator takes action to the contrary,
the President of the Exchange shall be delegated the power and responsibility to
take all actions assigned to or permitted to be taken by the Plan Administrator
under Sections 3 and 4 hereof. The Secretary of the Exchange (or, on behalf
of the Secretary of the Exchange, any Corporate Secretary or Assistant
Secretary) shall certify to any interested person the names of the employees of
the Exchange who are, from time to time, authorized to act an behalf of the
Plan Administrator and who are responsible for the day-to-day operation and
administration of the Plan. Any interpretation of the Plan by the Plan
Administrator and any decision made by the Plan Administrator or its delegate on
any other matter within its discretion is final and binding on all persons.

     1.3. Plan Year. The term "Plan Year" means the calendar year.

     1.4. Source of Benefit Payments. Subject to the terms and conditions of the
Plan, any amount payable to or on account of a Participant under this Plan shall
be paid from the general assets of the Exchange or from one or more trusts, the
assets of which are subject to the claims of the Exchange's general creditors.
The amounts payable hereunder shall be reflected on the
<PAGE>

accounting records of the Exchange but shall not be construed to create, or
require the creation of, a trust, custodial or escrow account. None of the
individuals entitled to benefits under the Plan shall have any preferred claim
on, or any beneficial ownership interest in, any assets of the Exchange or to
any investment reserves, accounts, trusts or funds that the Exchange may
purchase, establish or accumulate to aid in providing the benefits under the
Plan, and any rights of such individuals under the Plan shall constitute
unsecured contractual rights only. Nothing contained in the Plan shall
constitute a guarantee by the Exchange that the assets of the Exchange shall be
sufficient to pay any benefits to any person. Nothing contained in the Plan and
no action taken pursuant to its provisions shall create a trust or fiduciary
relationship at any kind between the Exchange and an employee or any other
person.

     1.5. Expenses. The expenses of administering the Plan shall be borne by the
Exchange.

     1.6 Effect on Other Benefit Plans. Any amounts credited or paid under this
Plan shall not be considered to be compensation for the purposes of any
qualified plan (within the meaning of section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code")), as maintained by the Exchange. The
treatment of such amounts under other employee benefit plans shall be pursuant
to the provisions of such plans.

     1.7. Applicable Laws. The Plan shall be construed and administered in
accordance with the internal laws of the State of Illinois.

     1.8. Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.

     1.9. Notices. Any notice or document required to be given to or filed with
the Plan Administrator will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Secretary of the Exchange, at its
principal executive offices. The Plan Administrator may, by advance written
notice to affected persons, revise such notice procedure from time to time. Any
notice required under the Plan may be waived by the person entitled to notice.

     1.10. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

     1.11. Action by Exchange. Any action required or permitted to be taken by
the Exchange shall be by resolution of its Board

                                       2
<PAGE>

of Directors or its Executive Committee, or by a duly authorized officer of the
Exchange.


                                   SECTION 2
                                   ---------

                                Participation
                                -------------

     2.1. Participant. The key employees of the Exchange eligible to participate
in the Plan and the conditions for such participation shall be established, from
time to time, by the Exchange; provided, however, that Participants shall be
limited to a select group of management or highly compensated employees within
the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. If the
Exchange determines that participation by one or more Participants shall cause
the Plan to be subject to Part 2, 3 or 4 of Title I of ERISA, the entire
interest of such Participant or Participants under the Plan shall be immediately
paid to such Participant or Participants or shall otherwise be segregated from
the Plan in the discretion of the Exchange, and such Participant or Participants
shall cease to have any interest under the Plan.

     2.2. Plan Not Contract of Employment . The Plan does not constitute a
contract of employment, and participation in the Plan will not give any employee
the right to be retained in the employ of the Exchange nor any right or claim to
any benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.

                                   SECTION 3
                                   ---------

                    Deferred Compensation; Plan Accounting
                    --------------------------------------

     3.1. Deferred Compensation Accounts. The Plan Administrator shall maintain,
or cause to be maintained, an Account in the name of each Participant which
shall reflect the sum of the following amounts:

     (a)  the amount of compensation deferred by the Participant in accordance
          with the provisions of subsection 3.2;

     (b)  the amount of Matching Credits to be credited to the Participant's
          Account in accordance with subsection 3.3;

     (c)  the amount of the Make-Whole Credits to be credited to the
          Participant's Account in accordance with subsection 3.4; and

                                       3
<PAGE>

     (d)  the assumed rate of earnings to be credited to the Participant's
          Account in accordance with Subsection 3.5.

The beginning balance of each Participant's Account on the Effective Date shall
be the amount credited to him under the Plan as in effect immediately prior to
the Effective Date.

     3.2.  Deferral Election. Subject to such terms, conditions, and limitations
as the Plan Administrator may, from time to time, impose, a Participant who has
elected the maximum salary reduction permitted under the Chicago Mercantile
Exchange Tax Efficient Savings Plan (the "TESP") for any Plan Year may make an
irrevocable election to defer receipt of compensation otherwise payable to him
by the Exchange for that year, by filing a deferral election in writing with the
Plan Administrator at such time and in such manner as the Plan Administrator
shall provide, but in no case later than the day preceding the first day of such
Plan Year. The maximum amount of compensation that may be deferred by a
Participant for a Plan Year shall be equal to (a) minus (b) below:

     (a)  an amount equal to 20 percent of his compensation, as defined below;

     (b)  the actual amount of the Tax Efficient Contributions made on his
          behalf under the TESP for such year.

For purposes or the Plan, a Participant's "compensation" for any Plan Year
shall mean his base salary plus any bonus otherwise payable in that Plan Year.
To the extent provided by the Plan Administrator, a Participant may make
separate deferral elections with respect to base salary and bonus amounts. The
Account of each Participant shall be credited with the amount deferred by the
Participant as of the date on which such compensation would otherwise have been
paid to the Participant or such other date as the Plan Administrator may
reasonably provide.

     3.3.  Matching Credits. Subject to such terms, conditions, and limitations
as the Plan Administrator may, from time to time, impose, for each Plan Year,
the Account of each Participant shall be credited with a "Matching Credit" at
such time as the Plan Administrator shall determine. A Participant's Matching
Credit for each Plan Year shall be equal to the total amount of compensation
otherwise payable during that Plan Year which the Participant elected to defer
in accordance with subsection 3.2 or, if less, the amount that, when added to
the Participant's Matching Contributions for the year, does not exceed 3 percent
of his compensation (excluding bonus) for such Plan Year.

     3.4.  Cash Balance Plan and TESP Make-Whole Credits. To the extent that the
amount credited to a Participant's account under the TESP in connection with the
trading volume provisions of TESP

                                       4
<PAGE>

or the Pension Plan for Employees of the Chicago Mercantile Exchange (the
"Pension Plan"), either by reason of the limitation on compensation imposed
by section 401(a)(17) of the Internal Revenue Code of 1986, as amended, or by
reason of salary deferrals under this Plan, the Account of the Participant shall
be credited with a "Make-Whole Credit" at such time as the Plan Administrator
shall determine.

     3.5.  Adjustment of Accounts. The amounts credited to a Participant's
Account in accordance with subsections 3.2 and 3.3 shall be adjusted from time
to time in accordance with uniform procedures established by the Plan
Administrator to reflect the value of an investment equal to the Participant's
Account balance in one or more assumed investments that the Plan Administrator
offers from time to time, and which the Participant, directs the Plan
Administrator to use for purposes of adjusting his Account. Such amount shall be
determined without regard to taxes that would be payable with respect to any
such assumed investment. The Plan Administrator may eliminate any assumed
investment alternative at any time; provided, however, that the Plan
Administrator may not retroactively eliminate any assumed investment
alternative. To the extent permitted by the Plan Administrator, the Participant
may elect to have different portions of his Account balance for any period
adjusted on the basis of different assumed investments. Notwithstanding the
election by Participants of certain assumed investments and the adjustment of
their Accounts based on such investment decisions, the Plan does not require,
and no trust or other instrument maintained in connection with the Plan shall
require, that any assets or amounts which are set aside in trust or otherwise
for the purpose of paying Plan benefits shall actually be invested in the
investment alternatives selected by Participants.

                                   SECTION 4
                                   ---------

                           Payment of Plan Benefits
                           ------------------------

     4.1.  Vesting.  A Participant shall have at all times a fully vested and
nonforfeitable interest in the amounts theretofore credited or required to be
credited to his Account under Section 3.

     4.2.  Termination of Employment. Upon a Participant's death or
termination of active employment, the Participant's entire Account balance,
including the Matching Credit on amounts deferred prior to the Participant's
death or termination date, shall be paid to or an account of the Participant as
follows:

     (a)  in a single lump sum payment as soon as practicable after his date of
          death or termination or employment, or

                                       5
<PAGE>

      (b)  if elected by the Participant, in annual installments over a period
           of 5 or fewer years; provided, however, that any such election by a
           Participant who resigns or is dismissed prior to his retirement
           date (within the meaning of the Pension Plan) shall require the
           consent of the Exchange.

     4.3.  Hardship Distributions. The Plan Administrator may, pursuant to rules
adopted by it and  applied in a uniform manner, accelerate the date of
distribution or a Participant's Account because of hardship at any time.
"Hardship" shall mean an unforeseeable, severe financial condition resulting
from (a) a sudden and unexpected illness or accident of the Participant or his
dependent (as defined in section 152(a) of the Code; (b) loss of the
Participants property due to casualty; or (c) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant, but which may not be relieved through other available resources
of the Participant, as determined by the Plan Administrator in accordance with
uniform rules adopted by it.

     4.4.  Beneficiary Designation. Each Participant from time to time, by
signing a form furnished by the Plan Administrator, may designate any legal or
natural person or persons (who may be designated contingently or successively)
to whom his benefits under the Plan are to be paid if he dies before he
receives all of his benefits. A beneficiary designation form will be effective
only when the signed form is filed with the Plan Administrator while the
Participant is alive and will cancel all beneficiary designation forms filed
earlier. Except as otherwise specifically provided in this subsection 4.5, if
a deceased Participant failed to designate a beneficiary as provided above, or
if the designated beneficiary of a deceased Participant dies before him or
before complete payment of the Participant's benefits, his benefits shall be
said to the legal representative or representatives of the estate of the last
to die of the Participant and his designated beneficiary.

     4.5.  Distributions to Disabled Persons. Notwithstanding the provisions of
this Section 4, if, in the Plan Administrator's opinion, a Participant or
beneficiary is under a legal disability or is in any way incapacitated so as to
be unable to manage his financial affairs, the Plan Administrator may direct
that payment be made to a relative or friend of such person for his benefit
until claim is made by a conservator or other person legally charged with the
care of his person or his estate, and such payment shall be in lieu or any such
payment to such Participant or beneficiary. Thereafter, any benefits under the
Plan to which such Participant or beneficiary is entitled shall be paid to such
conservator or other person legally charged with the care of his person or his
estate.

                                       6
<PAGE>

     4.6.  Benefits May Not be Assigned. Benefits payable under the Plan are
expressly declared to be unassignable and nontransferable. Neither the
Participant nor any other person shall have any voluntary or involuntary right
to commute, sell, assign pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt, any benefits
payable under the Plan. No part of the benefits payable shall be, prior to
actual payment, subject to seizure or sequestration for payment of any debts,
judgements, alimony or separate maintenance owed by the Participant or any other
person, or be transferred by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.

     4.7.  Withholding for Tax Liability. The Exchange may withhold or cause to
be withheld from any payment of benefits made pursuant to the Plan any taxes
required to be withheld and such sum as the Exchange may reasonably estimate to
be necessary to cover any taxes for which the Exchange may be liable and which
may be assessed with regard to such payment.


                                   SECTION 5
                                   ---------

                           Amendment and Termination
                           -------------------------

     5.1 Administrative Amendments. The President of the Exchange may make minor
or administrative amendments to the Plan.

     5.2  Amendments and Termination. The Exchange may amend the Plan at any
time. The Exchange may terminate the Plan at any time provided that it has made
adequate provisions for any amount payable by it under the terms of the Plan as
in effect on the date it terminates the Plan. Upon termination of the Plan, the
Exchange may, in its discretion applied in a uniform manner to all Participants,
cause a lump sum payment of all benefits for all Participants at substantially
the same time.

     Dated this 17 day of March, 1994.


                          CHICAGO MERCANTILE EXCHANGE

                          By /s/ Gerald Beyer
                            ---------------------------------

                             Its EVP
                                 ----------------------------

                                       7
<PAGE>

                                FIRST AMENDMENT
                                       TO
                          CHICAGO MERCANTILE EXCHANGE
                        SENIOR MANAGEMENT SUPPLEMENTAL
                             DEFERRED SAVINGS PLAN
                        ------------------------------

     Pursuant to the authority reserved to the Chicago Mercantile Exchange (the
"CME") by subsection 5.2 of the Chicago Mercantile Exchange Senior Management
Supplemental Deferred Savings Plan (the "Plan"), the undersigned, as a duly
authorized officer of the CME, hereby amends the Plan, effective as of January
1, 1995, by substituting the following for subsections 3.2 and 3.3 of the Plan:

     "3.2.  Deferral Election. Subject to such terms, conditions, and
limitations as the Plan Administrator may, from time to time, impose, a
Participant may make an irrevocable election to defer receipt of compensation
otherwise payable to him by the Exchange for any Plan Year, by filing a deferral
election in writing with the Plan Administrator at such time and in such manner
as the Plan Administrator shall provide, but in no case later than the day
preceding the first day of such Plan Year. The maximum amount of compensation
that may be deferred by a Participant for a Plan Year shall be equal to:

     (a)  an amount equal to 20 percent of his compensation, as defined below,
          minus

     (b)  the limit for that year established by section 402(g) of the Internal
          Revenue Code of 1986, as amended (the 'Code'), with respect to
          elective deferrals made on a pre-tax basis to tax-qualified cash or
          deferred arrangements under section 401(k) of the Code.

For purposes of the Plan, a Participant's 'compensation' for any Plan Year shall
mean his base salary plus any bonus otherwise payable in that Plan Year. To the
extent provided by the Plan Administrator, a Participant may make separate
deferral elections with respect to base salary and bonus amounts. The Account of
each Participant shall be credited with the amount deferred by the Participant
as of the date on which such compensation would otherwise have been paid to the
Participant or such other date as the Plan Administrator may reasonably provide.

     3.3.  Matching Credits. Subject to such terms, conditions, and limitations
as the Plan Administrator may, from time to time, impose, for each Plan Year,
the Account of each Participant shall be credited with a 'Matching Credit, at
such time as the Plan Administrator shall determine. A Participant's Matching
Credit for each Plan Year shall be equal to the total amount of


<PAGE>

compensation otherwise payable during that Plan Year which the Participant
elected to defer in accordance with subsection 3.2 or, if less, the amount that,
when added to the maximum amount of 'Matching Contributions' that would be
credited to the Participant for that year under the Exchange's Tax Efficient
Savings Plan ('TESP') if the Participant made 'Tax Efficient Contributions' to
TESP for that year equal to the amount set forth in 3.2(b) above, does not
exceed 3 percent of his compensation (excluding bonus) for such Plan Year."

     IN WITNESS WHEREOF, the undersigned has executed this amendment this 14th
day of December, 1994.

                                        /s/  William J. Brodsky
                                        ---------------------------
                                        William J. Brodsky, Trustee

<PAGE>

                               SECOND AMENDMENT
                                      TO
                          CHICAGO MERCANTILE EXCHANGE
             SENIOR MANAGEMENT SUPPLEMENTAL DEFERRED SAVINGS PLAN
             ----------------------------------------------------

     By virtue and in exercise of the amending authority reserved to the Chicago
Mercantile Exchange (the "Exchange") by the provisions of subsection 5.2 of the
Chicago Mercantile Exchange Senior Management Supplemental Deferred Savings Plan
(the "Plan"), and pursuant to the authority delegated to the undersigned officer
of the Exchange by resolutions of its Board of Directors adopted on November 4,
1998 and November 16, 1998, the Plan is amended in the following particulars:

     1.   Effective as of January 1, 1998, by substituting the following for
subsection 3.3 of the Plan:

     "3.3. Matching Credits. Subject to such terms, conditions, and limitations
as the Plan Administrator may, from time to time, impose, for each Plan Year,
the Account of each Participant shall be credited with a 'Matching Credit' at
such time as the Plan Administrator shall determine. A Participant's Matching
Credit for each Plan Year beginning on or after January 1, 1998 shall be equal
to the amount that, when added to the maximum amount of 'Matching Contributions'
that would be credited to the Participant for that year under the Exchange's Tax
Efficient Savings Plan ('TESP') if the Participant made 'Tax Efficient
Contributions' to TESP for that year equal to the amount set forth in paragraph
3.2(b) above, does not exceed 3 percent of his base earnings (excluding bonus)
for such Plan Year."

     2.   Effective as of November 16, 1998, by adding the following new
subsection to the Plan to follow immediately after subsection 4.7 thereof:

     "4.8. Cash-Out Election. Prior to a Participant's termination of active
employment with the Exchange, the Participant may make a one-time election (a
'Cash-Out Election') to have his entire Account balance distributed to him, in a
single lump sum payment, in cash, within 15 days following the date that such
election is filed with the Exchange, subject to the following:

     (a)   The amount actually distributed to an electing Participant under this
           subsection 4.8 shall be equal to the Participant's entire Account
           balance, reduced by an amount equal to 10 percent of such balance.
           The portion of the Participant's Account balance that is not
           distributed to the Participant pursuant to this paragraph (a) shall
           be forfeited as a penalty.

<PAGE>

     (b)  Notwithstanding the provisions of Section 3, for the remainder of the
          Plan Year in which the Cash-out Election is effective and for the next
          following Plan Year, no deferral election by the Participant under
          subsection 3.2 shall be given effect.

     (c)  A Participant's Cash-Out Election shall not be effective unless the
          Participant makes a corresponding election under the Chicago
          Mercantile Exchange Supplemental Executive Retirement Plan.

Notwithstanding the foregoing provisions of this subsection 4.8, and without
limiting the amending authority reserved to the Exchange by the provisions of
Section 5 of the Plan, the Exchange may amend this subsection 4.8 at any time
and in any respect, even as to amounts previously credited to a Participant's
Account, to the extent that the Exchange determines that such amendment is
necessary or desirable by reason of any change in tax laws or regulations or
interpretations thereof, provided, however, that no such amendment shall apply
with respect to amounts actually distributed under this subsection 4.8 before
the later of the date on which the amendment is adopted or effective."

  IN WITNESS WHEREOF, the undersigned officer of the Exchange has caused these
presents to be executed on behalf of the Exchange this 8th day of December,
1998.

                                       CHICAGO MERCANTILE EXCHANGE

                                       By  Craig S. Donohue
                                           ------------------------
                                       Its SVP & General Counsel
                                           ------------------------

                                      -2-

<PAGE>

                           Administrative Guidelines
                          Chicago Mercantile Exchange
             Senior Management Supplemental Deferred Savings Plan

These administrative guidelines for the CME Senior Management Supplemental
Deferred Savings Plan set forth the current guidelines for interpreting and
administering certain sections of the Plan. The guidelines are to be used as a
basic framework for the administration of the Plan, but may be changed at any
time.

Section 2

     2.1  Participant
          -----------

          Key employees are defined to include all CME vice presidents and above
          and the CME corporate secretary. Officers of CME subsidiaries are not
          eligible to participate unless they are also officers of the CME.

Section 3

     3.2  Deferral Election
          -----------------

          Newly eligible employees may become Participants on July 1 so long as
          they make deferral elections before July 1 and within 30 days of
          becoming a vice president or other eligible employee. A newly eligible
          employee may choose to defer the amount permitted by Section 3.2 of
          the Plan based upon either: (1) his or her total annual compensation
          (from January 1 of the calendar year in which participation begins
          through the end of that year) or (2) the compensation he or she
          receives after beginning participation in the plan.

          All deferrals permitted by Section 3.2 of the Plan will be made and
          credited to Participants' accounts on a pro rata equal basis
          throughout the deferral period. For example, a Participant who elects
          to defer 10% of his compensation will receive an account credit equal
          to 10% of his compensation each pay period.

          Unless otherwise determined by the Plan Administrator, deferral
          elections are irrevocable. The Plan Administrator retains the right to
          require participants to reduce a deferral election when that reduction
          is required to ensure that the Participant does not defer more than
          the total amount permitted by the Plan. The Plan Administrator also
          retains the right to make a distribution from a Participant's account
          if that distribution is required to ensure that the Participant has
          not deferred more than the total amount permitted by the Plan.

Effective 7/1/94; revised 4/4/96 and 7/1/96

<PAGE>

         (In 1994 only, a Participant is allowed to change his or her deferral
         election effective July 1, 1994.)

         An eligible employee will be considered a Participant for the purpose
         of receiving the Matching Credit only if he or she makes a deferral
         election.

    3.3  Matching Credits
         ----------------

         Accounts will be credited with the Matching Credits each pay period.

    3.4  Cash Balance Plan and TESP Trading Volume Make-Whole Credits
         ------------------------------------------------------------

         The TESP trading volume Make-Whole Credit will be credited to each
         Participant's account on December 31 of the year for which a trading
         volume contribution is authorized for TESP. The cash balance plan Make-
         Whole Credit will be credited to each Participant's account each pay
         period. These credits are calculated on not only the deferred amount,
         but also on any non-deferred amounts over the IRS compensation limit.

    3.5  Adjustment of Accounts
         ----------------------

         At the time of initial enrollment, each Participant shall elect the
         assumed investments for his or her account balance. Participants may
         invest in no more than two funds at any time and investment allocations
         may be made in multiples of 50% only. If a Participant fails to make an
         assumed investment for his or her account balance, the account will
         receive adjustment credits based on the Exchange's earnings rate on
         operating funds investments.

         Once a Participant makes an investment election, that election will
         stay in effect until it is changed, so long as the Participant
         continues to defer compensation as permitted by the Plan. Participants
         may reallocate their account balances and change investment direction
         with no greater frequency than once every six months.


Effective 7/1/94; revised 4/4/96 and 7/1/96