Exhibit 10-4

                               PECO Energy Company
                            Deferred Compensation and
                        Supplemental Pension Benefit Plan
                       (Effective Date: November 1, 1981)
                     (As Amended Through February 23, 1998)


                  The purposes of this plan are to permit the total pension of
executive employees of PECO Energy Company ("PECO") to be determined on a basis
that is no less favorable than for all other employees of PECO, to consolidate
prior deferred compensation agreements with certain of PECO's executive
employees into one document, to offset the impact of deferrals under the PECO
Management Incentive Compensation Plan on the pensions of participating
employees, and to provide uniform rules and regulations of plan administration.
                  PECO therefore adopts the following plan of Deferred
Compensation and Supplemental Pension Benefit Plan (the "Deferred Compensation
Plan" or the "Plan"):
                  1. Administration. This Deferred Compensation Plan shall be
administered by the Compensation Committee (the "Committee") of the Board of
Directors of PECO (the "Board"). The Committee shall interpret the Deferred
Compensation Plan; make factual determinations; establish such rules and
regulations of plan administration that it deems appropriate; and appoint an
administrator to assist the Committee in its responsibilities. The Committee's
decisions with respect to the construction, administration and interpretation of
the Plan shall be conclusive and binding, unless otherwise determined by the
Board. The cost of the plan administration shall be paid by PECO, and shall not
be charged against the deferred accounts of Plan participants.

                                       


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                  2. Eligibility. Eligibility under the Deferred Compensation
Plan is restricted to key management employees whose eligibility is determined
by the Committee. Notwithstanding the foregoing, any employee who contributes an
amount to the Deferred Compensation Plan through PECO's Management Incentive
Compensation Plan shall be automatically eligible to participate in the Deferred
Compensation Plan to the extent of such contribution.
                  3.  Deferrals.
                      (a) Subject to such rules and procedures as the Committee
deems appropriate, each eligible employee may elect in writing (i) effective
November 1, 1981 (the "Effective Date"), to receive a portion of his or her
future cash compensation as deferred compensation, provided each such election
is made prior to the period with respect to which the compensation is earned or
otherwise payable, (ii) effective June 1, 1988 to receive all or a portion of
his or her future awards under the PECO Management Incentive Compensation Plan
as deferred compensation, provided each such election is made prior to the end
of the calendar year with respect to which the award is calculated, and (iii)
effective November 25, 1996 to receive all or a portion (in increments of 1%) of
the lump sum payment pursuant to Paragraph 9(b)(1), below, as deferred
compensation, provided such election is made prior to the calendar year in which
such lump sum is scheduled to be paid and at least ninety (90) days prior to the
date such lump sum is scheduled to be paid.
                     Deferred amounts shall be credited to a deferral account in
the participant's name ("Deferral Account") for later distribution. Each
participant's Deferral Account shall be a bookkeeping entry only, and PECO shall
not be required to fund the Deferral Account. Any

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assets that may be held by PECO to fund a Deferral Account shall at all times
remain unrestricted assets of PECO in its corporate capacity and not as
fiduciary, and shall be subject to the claims of PECO's general creditors.
Pending distribution, after the Effective Date each participant's Deferral
Account shall be credited with earnings or interest as provide in Paragraph
3(b).

                                   (b) (1) For purposes of measuring the
         earnings or losses credited to his Deferral Account, the participant
         may select, from among the investment vehicles available from time to
         time under the PECO Energy Company Employee Savings Plan (the "Savings
         Plan"), the investment media in which all or part of his Deferral
         Account shall be deemed to be invested.
                                   (2) The participant shall make an investment
         designation in the form and manner prescribed by the Committee or its
         designee, which shall remain effective until another valid designation
         has been made by the participant as herein provided. The participant
         may amend his investment designation at such times and in such manner
         as prescribed by the Committee or its designee. A timely change to the
         participant's investment designation shall become effective as soon as
         administratively practicable.
                                   (3) The investment media deemed to be made
         available to the participant, and any limitation on the maximum or
         minimum percentages of the participant's Deferral Account that may be
         deemed to be invested in any particular medium, shall be the same as
         available or in effect from time-to-time under the Savings Plan.

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                                   (4) Except as provided below, the
         participant's Deferral Account shall be deemed to be invested in
         accordance with his investment designations, and the Deferral Account
         shall be credited with earnings (or losses) as if invested as directed
         by the participant. If --
                                        (i) the participant does not furnish
               complete investment instructions, or
                                        (ii) the investment instructions from
               the participant are unclear,
         then the Deferral Account shall be credited with interest compounded
         and adjusted monthly, at a rate equal to the prime commercial lending
         rate of The Chase Manhattan Bank, N.A. in effect at the opening of
         business on the 15th day of each month (or if such day is a
         non-business day, on the first business day thereafter) plus 1/2 of 1%.
         The Deferral Accounts maintained pursuant to this Plan are for
         bookkeeping purposes only and PECO is under no obligation to invest
         such amounts.
                     PECO shall provide a statement to the participant not less
         frequently than annually showing such information as is appropriate,
         including the aggregate amount in his Deferral Account, as of a
         reasonably current date.
                  4. Prior Deferrals. The status of prior deferrals under
individual contracts of deferred compensation shall be determined under the
respective individual contracts until the Effective Date. After the Effective
Date, in consideration of the supplemental pension benefit under Paragraph 9
below, the participant shall surrender any and all rights in amounts previously
credited for additional pension benefits under individual contracts and the
accumulated interest

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thereon (excluding amounts allocable for preretirement contingent annuitant
option coverage). The balance of the employee's deferred compensation (including
amounts allocable for preretirement contingent annuitant option coverage with
interest thereon) shall be credited to his or her Deferral Account. Those
employees with prior deferrals who have retired or otherwise separated from
service prior to the Effective Date shall not participate in the Deferred
Compensation Plan, and their rights shall be determined under the respective
individual contracts.
                  5. Distributions. If the participant's employment with PECO is
terminated for retirement, the amount standing to a participant's Deferral
Account shall be distributed to the participant commencing after the
participant's separation from service when the participant's accrued benefit
begins to be paid under PECO's Service Annuity Plan. Distributions shall be paid
monthly over 15 consecutive twelve-month periods.
                  Each payment shall be determined by multiplying the balance
remaining to the credit of the Deferral Account at the beginning of such
twelve-month period (including earnings or interest credited under Paragraph
3(b)) by a fraction, the numerator of which is "1" and the denominator of which
is the number of twelve-month periods (including the current period) for which
payments are yet to be made. If application of the foregoing would result in a
payment for any twelve-month period of less than $12,000 the amount payable for
such period shall be at the rate of $12,000 per twelve-month period, until the
Deferral Account is exhausted. Any unpaid balance in the Deferral Account shall
be credited with earnings or interest as provided in Paragraph 3(b). If the
participant is ineligible to receive benefits under the Service Annuity Plan,

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benefits will begin to be paid on or about the first business day of the month
following the later of the month the participant reaches age 65 or actually
retires.
                  In any calendar year prior to the calendar year in which
payments are scheduled to begin and at least ninety (90) days prior to the date
such payments are scheduled to begin, a participant may elect to receive the
amounts payable hereunder in such other manner as is acceptable to the
Committee, provided that no such election shall accelerate the commencement of
benefits, and provided further that any such election to receive periodic
installments determined by application of a formula based, in part, on
investment return assumptions may subsequently be amended irrevocably to provide
for installments thereafter in an amount equal to the lesser of (i) the initial
periodic installment received by the participant or (ii) the most recent
periodic installment received by the participant. Notwithstanding the foregoing,
however, a participant who retires from employment with PECO under any early
retirement incentive arrangement or non-recurring reduction in force (including,
but not limited to, the 1990 Special Retirement and Service Completion Plan, the
1993 Nuclear Voluntary Retirement Plan, the 1993 Nuclear Voluntary Separation
Plan, the 1993 Nuclear Involuntary Separation Plan, the 1994 Voluntary
Retirement Incentive Plan ("1994 VRIP") and the 1994 Voluntary Separation
Incentive Plan ("1994 VSIP")) may, prior to separation from service with PECO,
make a one-time irrevocable election to receive a lump sum distribution of his
or her account (or, in the case of a retirement under the 1994 VRIP or VSIP, a
distribution paid over a period of three (3) years or in such other manner as
may be acceptable to the Committee) in accordance with the terms of such
arrangement or reduction in force and, if such election is approved by PECO,
receive such a distribution upon his or her retirement. If at any time a

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participant's employment with PECO is terminated (other than for retirement),
unless otherwise directed by the Committee, he or she shall receive his or her
account balance (with accrued earnings or interest) in a lump sum upon
termination of employment with PECO, determined as of the date of separation
from service.
                  Notwithstanding the foregoing, a participant whose employment
with PECO was terminated for retirement and who is receiving installment
payments of his or her Deferral Account ("a retired participant"), or the
beneficiary of a deceased retired participant, may elect to receive 90% of the
balance of his or her Deferral Account in a lump sum. The remaining 10% of the
balance of his or her Deferral Account shall be forfeited.
                  6. Death Benefits. Each participant shall designate a
beneficiary or beneficiaries to receive any payments provided under Paragraphs 3
or 4 after the participant's death. The beneficiaries, and any priority or
allocation between them, shall be designated in the manner specified by the
Committee. If a participant dies before the entire balance in his or her
Deferral Account has been paid out, the remaining balance shall be paid in the
same form and number of installments as would have been the case had the
participant lived (and terminated his or her employment on the date of his or
her death, if he or she died while in the employment of PECO). If the
participant is not survived by a designated beneficiary, the participant's
beneficiary shall be the participant's spouse, if living, or otherwise, the
participant's estate. If a beneficiary survives the participant but dies before
the entire balance payable to him or her has been distributed, any remaining
balance shall be paid to the beneficiary's estate. In the absence of contrary
proof, the participant shall be deemed to have survived any designated
beneficiary. A participant may change his or her beneficiary designation under
this Paragraph at any time until

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his or her death by filing a written beneficiary designation with the Company,
in the manner specified by the Committee.
                  7. Financial Hardship. The Committee may, in its discretion,
direct that a participant be paid an amount in cash (not in excess of the
balance of his or her Deferral Account) sufficient to meet a financial hardship.
Financial hardship shall mean (a) medical care for the participant, a member of
his or her family, or any other person for whom the participant wishes or is
legally required to provide such care; (b) education costs for a participant,
spouse or child; (c) acquiring, constructing or renovating the participant's
principal residence; or (d) other similar substantial and nonrecurring expenses
for the welfare of the participant and his or her dependents, as the Committee
shall determine in its sole discretion. To preserve the tax benefits of the
deferral program, the Committee may require evidence of financial hardship.
                  8. No Assignment or Alienation of Benefits. Except as
hereinafter provided with respect to marital disputes, a participant's Deferral
Account may not be voluntarily or involuntarily assigned or alienated. In cases
of marital dispute, PECO will observe the terms of the Plan unless and until
ordered to do otherwise by a state or Federal court. As a condition of
participation, a participant agrees to hold PECO harmless from any claim that
arises out of PECO's obeying the final order of any state or Federal court,
whether such order effects a judgment of such court or is issued to enforce a
judgment or order of another court.
                  9. Supplemental Pension Benefit.
                     (a) PECO will supplement a participant's monthly pension or
preretirement death benefit payable under the Service Annuity Plan by the amount
which is the difference, if any, between such pension or preretirement death
benefit and the monthly pension

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or preretirement death benefit which would have been payable under the Service
Annuity Plan as if: (i) the provisions of that Plan were administered without
regard to the maximum benefit limitations or the maximum compensation
limitations imposed under the Internal Revenue Code of 1986, as amended; (ii)
for purposes of calculating the participant's benefit under Section 3.1(a) (the
"2% accrued" formula), the participant's salary includes in the year payable
(whether or not deferred) the amount of any award under PECO's Management
Incentive Compensation Plan or the prior Incentive Compensation Plan; (iii) for
purposes of calculating the participant's benefit under Section 3.1(b) (the
"minimum" formula), the participant's annual base salary includes the amount of
any award under PECO's Management Incentive Compensation Plan, whether paid
currently or deferred, and in either case imputed ratably over the months worked
by the participant in the year earned; and (iv) for purposes of both benefit
formulas under the Service Annuity Plan, the participant's salary had not been
reduced (whether before or after the Effective Date) in connection with a
deferral of cash compensation. In addition, for any participant whose
compensation is established by the Board, such supplemental benefit will also
reflect the following adjustment: for purposes of calculating the participant's
benefit under Section 3.1(b) (the "minimum" formula), the participant's annual
base salary shall include the amount of any award under PECO's prior Incentive
Compensation Plan, whether paid currently or deferred, and in either case
imputed ratably over the months worked by the participant in the year earned.
Except as otherwise determined by the Committee, or as otherwise elected by the
participant under this Paragraph, supplemental pension and death benefits will
be in the same form and paid to the employee (or on his or her behalf, to his or
her beneficiaries) in the same manner as payment of retirement and death
benefits under the Service Annuity Plan. This supplement shall

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also reflect to the appropriate extent any post-retirement benefit increases
with respect to benefits under the Service Annuity Plan.
                           (b) (1) In any calendar year before the year of
         retirement but in no event less than ninety days prior to retirement, a
         participant, while employed by PECO, may elect to receive the present
         value of all or a portion (in increments of 25%) of the supplemental
         retirement benefit payable to the participant under Paragraph 9(a) in a
         lump sum at retirement; provided, however, that no such election shall
         accelerate the commencement of benefits. Notwithstanding the foregoing,
         however, a participant who retires from employment with PECO under any
         early retirement incentive arrangement or non-recurring reduction in
         force (including, but not limited to, the 1990 Special Retirement and
         Service Completion Plan, the 1993 Nuclear Voluntary Retirement
         Incentive Plan, the 1993 Nuclear Voluntary Separation Plan, the 1993
         Nuclear Involuntary Separation Plan, the 1994 Voluntary Retirement
         Incentive Plan and the 1994 Voluntary Separation Incentive Plan) may,
         prior to separation from service with PECO, make a one-time irrevocable
         election to receive a lump sum distribution of the present value of all
         or a portion of the supplemental retirement benefit payable to the
         participant under Paragraph 9(a) in accordance with the terms of such
         arrangement or reduction in force and, if such election is approved by
         PECO, receive such a distribution upon his or her retirement.
                               (2) The present value of amounts payable in a
         lump sum pursuant to this Paragraph 9(b) will be actuarially determined
         by discounting the expected stream of annuity payments (based upon the
         life expectancy of the participant and, if

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         applicable, the life expectancy of the participant's beneficiary as
         provided under the Contingent Annuity Option of the PECO Service
         Annuity Plan, determined as of the date of payment under the mortality
         table used in the most recent actuarial analysis of the PECO Service
         Annuity Plan) at a rate equivalent to the Pension Benefit Guaranty
         Corporation (PBGC) Immediate Annuity Rate in effect on January 1 of the
         year of retirement; provided, however, that a lump sum payable pursuant
         to a lump sum election made prior to June 1, 1993 (even if such
         election was later modified to apply to a lesser portion of the amount
         payable) shall be valued using the PBGC Immediate Annuity Rate in
         effect during the month in which the election is made, if the use of
         such rate would result in a larger lump sum payment. Such calculation
         shall reflect the Contingent Annuity Option benefit under the PECO
         Service Annuity Plan if the participant otherwise satisfies the
         conditions for that benefit, but shall not reflect any possible
         post-retirement benefit increases; provided, however, that, if the
         participant's Contingent Annuity Option election under the PECO Service
         Annuity Plan is not irrevocable at the time the lump sum payment is
         made hereunder, the participant will receive an initial lump sum
         payment reflecting the Contingent Annuity Option resulting in the
         smallest lump sum payment from the Deferred Compensation Plan and, at
         age 65 (or at the participant's death, if earlier), a payment will be
         made to the participant (or his or her beneficiary) equal to the
         balance due the participant (which shall be the present value of the
         difference between the value of the total pension payable to the
         participant or beneficiary at such time over the sum of the value of
         benefits payable to the participant or beneficiary under the Service
         Annuity Plan and the lump sum previously paid, taking into account the
         Contingent

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         Annuity Option then in effect, the Contingent Annuity Option in effect
         between retirement and age 65, and increases in benefit payable under
         the Service Annuity Plan due to adjustment of Internal Revenue Code
         limitations, and reflecting the interest rate used to calculate the
         prior lump sum). The specific calculation methodology and manner of
         payment, which will be made in a manner acceptable to the Committee,
         will be applied in a uniform, non-discriminatory fashion. An election
         made pursuant to Paragraph 9(b)(1), once made, shall be irrevocable;
         provided, however, that a participant who made an election prior to
         June 1, 1993 to receive the entire supplemental retirement benefit
         payable to the participant hereunder in a lump sum may, while employed
         by PECO, make one subsequent election on or after June 1, 1993 to
         receive less than the full benefit in a lump sum, subject to the timing
         limitations described in Paragraph 9(b)(1).
                           (c) (1) A participant may elect to have supplemental
         death benefits under Paragraph 9(a) paid to such beneficiary or
         beneficiaries as the participant may designate in writing, in the
         manner specified by the Committee. A change in beneficiary designation
         may be made at any time until the participant's death, notwithstanding
         that the form and amount of the benefit may be fixed upon the
         participant's termination of employment with PECO. In the absence of a
         written beneficiary designation, death benefits will be paid to the
         beneficiary or beneficiaries entitled to the participant's survivor and
         death benefits under the Service Annuity Plan.
                                (2) Should a participant who has made a lump sum
         election as described in Paragraph 9(b)(1) prior to June 1, 1993 die
         between the time such election is made and the date payments are
         scheduled to begin, the present value of supplemental

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         death benefits payable to the participant's beneficiary under Paragraph
         9(a) shall be paid in a lump sum to the participant's beneficiary as
         soon as administratively practicable following the participant's death;
         provided, however, that the participant has not made a contrary
         election pursuant to the following sentence. In accordance with
         procedures prescribed by the Committee, a participant (including a
         participant described in the preceding sentence), while employed by
         PECO, may elect, or revoke or change a prior election, to have the
         present value of all or a portion of the supplemental death benefits
         payable to the participant's beneficiary under Paragraph 9(a) paid to
         the beneficiary in a lump sum as soon as administratively practicable
         following the participant's death; provided, however, that such
         election, or revocation or change, will not be effective unless made in
         any calendar year prior to the year in which the participant dies and
         at least ninety (90) days prior to the date of such participant's
         death.
                              (3) The present value of amounts payable in a lump
         sum pursuant to Paragraph 9(c)(2) will be actuarially determined by
         discounting the expected stream of annuity payments (based upon the
         beneficiary's life expectancy determined as of the date of payment
         under the mortality table used in the most recent actuarial analysis of
         the PECO Service Annuity Plan) at a rate equivalent to the Pension
         Benefit Guaranty Corporation (PBGC) Immediate Annuity Rate in effect on
         January 1 of the year of the participant's death; provided, however,
         that a lump sum payable to the beneficiary of a participant who made a
         lump sum election under this Paragraph 9 prior to June 1, 1993 (even if
         such election was later modified, or revoked and reinstated, with
         respect to the participant's beneficiary) shall be valued using the
         PBGC Immediate Annuity Rate in

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         effect during the month such election was made, if the use of such rate
         would result in a larger lump sum payment
                  10. Participation in Management Group Deferred Compensation
Plan. A participant in the Company's Management Group Deferred Compensation Plan
who becomes eligible to participate in the Deferred Compensation Plan shall
cease to participate in the Management Group Deferred Compensation Plan, and all
benefits payable to the participant with respect to either plan shall be
provided under the Deferred Compensation Plan. The participant shall be credited
with a Deferral Account under the Deferred Compensation Plan equal to the value
of his or her Deferral Account under the Management Group Deferred Compensation
Plan, and the participant's supplemental pension benefit (if any) shall be
determined as though the employee had participated in the Deferred Compensation
Plan during the period he or she was a participant in the Management Group
Deferred Compensation Plan. The Committee shall establish such rules and
regulations with respect to transferred participants as it deems appropriate to
assure that any participant is not disadvantaged by the transfer.
                  11. Amendment or Discontinuance. The Deferred Compensation
Plan may be altered, amended, suspended, or terminated at any time by the Board,
provided that no such action shall result in the distribution of amounts
credited to the Deferral Accounts of all participants in any manner than is
otherwise provided in this Plan, nor shall such action reduce the availability
of amounts previously deferred. The rules relating to distribution may be
generally altered or specifically waived by the Committee in its sole
discretion, but no such action shall reduce the availability of amounts
previously deferred unless it is necessary to do so to preserve the tax deferral
on amounts deferred.

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                  12. No Right to Continued Employment. The Deferred
Compensation Plan shall not confer upon any person any right to be continued in
the employment of PECO.
                  13. Governing Law. The Deferred Compensation Plan shall be
governed by the law of the Commonwealth of Pennsylvania.

                                   APPENDIX A

                  WHEREAS, Edward G. Bauer, Jr. (Bauer) and William F. Thompson
(Thompson) were each awarded supplemental pension credits by Board resolution to
reflect prior service;
                  WHEREAS, the Company has been advised that such supplemental
pension benefits cannot be paid under the Service Annuity Plan, but may be paid
under the Company's Deferred Compensation and Supplemental Pension Benefit Plan.
                  NOW, THEREFORE, be it resolved that the Company shall
supplement the monthly pension or preretirement death benefit payable under the
Service Annuity Plan to Bauer and Thompson or their beneficiaries as follows.
The amount of the supplement payable to each shall be the difference, if any,
between such pension or preretirement death benefit and the monthly pension or
preretirement death benefit which would have been payable to him under the
Service Annuity Plan if, in the case of Bauer seven additional years, and in the
case of Thompson, six additional years, of past service credits had been
credited thereunder and were used to calculate his benefits. This supplement
shall be paid under the Company's Deferred Compensation and Supplemental Pension
Benefit Plan (the "Deferred Compensation Plan"), and shall also reflect to the
appropriate extent any post-retirement benefit increases granted with

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respect to benefits under the Service Annuity Plan. Supplemental pension and
death benefits will be paid in the same form to Bauer and Thompson (or on their
behalf, to their beneficiaries) in the same manner as payment of retirement and
death benefits under the Service Annuity Plan, except the Committee which
administers the Deferred Compensation Plan may, in its sole discretion,
accelerate the payment of benefits to a beneficiary.

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                                   APPENDIX C

                  WHEREAS, the Company has committed to grant Corbin A. McNeill,
Jr. supplemental service credit for purposes of determining his pension amount
as part of the consideration for his accepting employment with the Company, and
                  WHEREAS, the Company desires that the benefit resulting from
such service credit be paid under the Company's Deferred Compensation and
Supplemental Pension Benefit Plan (the "Deferred Compensation Plan").
                  NOW, THEREFORE, be it resolved, that the Deferred Compensation
Plan is hereby amended with respect to Mr. McNeill to provide the following:
                  1. If Mr. McNeill's employment with the Company terminates
after he has nonforfeitable rights to a pension payable under the Service
Annuity Plan, the Company will supplement Mr. McNeill's pension or, in the case
of a pre-retirement death benefit, Mr. McNeill's beneficiary's pension, by the
additional amount which would be payable under the Service Annuity Plan if Mr.
McNeill's service for purposes of calculating benefits is increased by twenty
additional years.
                  2. Payments authorized under this Resolution shall be in the
form and manner provided under Paragraph 9 of the Deferred Compensation Plan,
including any post-retirement benefit increases and settlement options otherwise
applicable to payments thereunder.
                  3. In all other respects, the Deferred Compensation Plan shall
remain in full force and effect as to Mr. McNeill.

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                                   APPENDIX D

                  WHEREAS, the Company is committed to grant Joseph A. Carter
and James W. Durham supplemental service credit for purposes of determining each
of their pension amount as part of the consideration for each of their accepting
employment with the Company, and
                  WHEREAS, the Company desires that the benefits resulting from
such service credit be paid under the Company's Deferred Compensation and
Supplemental Pension Benefit Plan (the "Deferred Compensation Plan").
                  NOW, THEREFORE, be it resolved, that the Deferred Compensation
Plan is hereby amended with respect to Mr. Carter and Mr. Durham to provide the
following:
                  1. If the employment of Mr. Carter or Mr. Durham with the
Company terminates after he has nonforfeitable rights to a pension payable under
the Service Annuity Plan, the Company will supplement the individual's pension
or, in the case of the pre-retirement death benefit, the individual's
beneficiary pension, by the additional amount which would be payable under the
Service Annuity Plan if the individual's service for purposes of calculating
benefits were supplemented by an additional year of service for each completed
year of service, to a maximum of 10 additional years of service.
                  2. Payments authorized under this resolution shall be in the
form and manner provided under Paragraph 9 of the Deferred Compensation Plan,
including any post-retirement benefit increases and settlement options otherwise
applicable to payments thereunder.
                  3. In all other respects, the Deferred Compensation Plan shall
remain in full force and effect as to Mr. Carter and Mr. Durham.

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                                   APPENDIX E

                  WHEREAS, the Company is committed to grant William J. Kaschub
and Gwendolyn S. King supplemental service credit for purposes of determining
each of their pension amounts as part of the consideration for each of their
accepting employment with the Company, and
                  WHEREAS, the Company desires that the benefits resulting from
such service credit be paid under the Company's Deferred Compensation and
Supplemental Pension Benefit Plan (the "Deferred Compensation Plan").
                  NOW, THEREFORE, be it resolved, that the Deferred Compensation
Plan is hereby amended with respect to Mr. Kaschub and Ms. King to provide the
following:
                  1. If the employment of Mr. Kaschub or Ms. King with the
Company terminates after the individual has nonforfeitable rights to a pension
payable under the Service Annuity Plan, the Company will supplement the
individual's pension or, in the case of the pre-retirement death benefit, the
pension of the individual's beneficiary, by the additional amount which would be
payable under the Service Annuity Plan if the individual's service for purposes
of calculating benefits were supplemented by an additional year of service for
each completed year of service, to a maximum of 10 additional years of service.
                  2. Payments authorized under this resolution shall be in the
form and manner provided under Paragraph 9 of the Deferred Compensation Plan,
including any post-retirement benefit increases and settlement options otherwise
applicable to payments thereunder.
                  3. In all other respects, the Deferred Compensation Plan shall
remain in full force and effect as to Mr. Kaschub and Ms. King.

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                                   APPENDIX F

                  WHEREAS, the Company has committed to grant William L. Bardeen
supplemental service credit for purposes of determining his pension amount as
part of the consideration for his accepting employment with the Company, and
                  WHEREAS, the Company desires that the benefit resulting from
such service credit be paid under the Company's Deferred Compensation and
Supplemental Pension Benefit Plan (the "Deferred Compensation Plan").
                  NOW, THEREFORE, be it resolved, that the Deferred Compensation
Plan is hereby amended with respect to Mr. Bardeen to provide the following:
                  1. If Mr. Bardeen's employment with the Company terminates
after he has nonforfeitable rights to a pension payable under the Service
Annuity Plan, the Company will supplement Mr. Bardeen's pension or, in the case
of a pre-retirement death benefit, the pension of Mr. Bardeen's beneficiary, by
the additional amount which would be payable under the Service Annuity Plan if
Mr. Bardeen's service for purposes of calculating benefits is increased by
twenty additional years.
                  2. Payments authorized under this Resolution shall be in the
form and manner provided under Paragraph 9 of the Deferred Compensation Plan,
including any post-retirement benefit increases and settlement options otherwise
applicable to payments thereunder.
                  3. In all other respects, the Deferred Compensation Plan shall
remain in full force and effect as to Mr. Bardeen.


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