Exhibit 10-6

                               PECO Energy Company
                Unfunded Deferred Compensation Plan for Directors
                         (Effective Date: April 1, 1983)
                     (As Amended through February 23, 1998)

                  The purpose of this plan is to permit Directors of PECO Energy
Company ("PECO") to elect to defer receipt of directors' fees. To carry out this
purpose PECO therefore adopts the following plan of Deferred Compensation for
Directors (the "Deferred Compensation Plan for Directors" or the "Plan"):
         1. Administration. The Deferred Compensation Plan for Directors shall
be administered by the Treasurer of PECO (the "Treasurer"), or such other
individual or individuals as designated by the Board of Directors of PECO (the
"Board"). The Treasurer shall interpret the Deferred Compensation Plan and
establish such rules and regulations of plan administration that he deems
appropriate. The cost of plan administration shall be paid by PECO, and shall
not be charged against the deferred accounts of Plan participants.
         2. Eligibility. All Directors of PECO (other than full-time employees
of PECO) shall be eligible to participate in the Deferred Compensation Plan for
Directors.
         3. Deferrals. (a) Effective April 1, 1983 (the "Effective Date"), each
eligible Director may elect in writing to receive a portion of his or her future
directors' fees as deferred compensation, by filing a written Director's
Deferral Agreement form with the Treasurer. In all events, each such election
shall be made prior to the period with respect to which the fees are earned or
otherwise payable. Deferred amounts shall be credited to a deferral account in
the participant's name ("Deferral Account") for later distribution. Each
participant's Deferral Account


                                                         

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shall be a bookkeeping entry only, and PECO shall not be required to fund the
Deferral Account. Any 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 provided 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.
                           (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 --

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                                (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. Distributions. The amount standing to a participant's
Deferral Account shall be distributed to the participant as the participant
shall direct in his or her Benefit Distribution Election Form beginning with the
first day of the month following the participant's termination of service as
Director of PECO, the termination of the participant's full-time employment, or
the participant's 65th birthday. Distributions shall be paid monthly over not
more than 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)
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


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period of less than $10,000, the amount payable for such period shall be at the
rate of $10,000 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.
                  In any calendar year before 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 Treasurer, 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, a participant whose service as
a Director of 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.
                  5. Death Benefits. Each participant shall designate a
beneficiary or beneficiaries to receive any payments hereunder after the
participant's death. The beneficiaries, and any priority or allocation between
them, shall be designated in the manner specified by the Treasurer. If a
participant dies before the entire balance in his or her Deferral Account has
been paid out, the remaining balance shall be paid at the discretion of the
Treasurer either in installments as they would have been due to be paid to the
participant or in a lump sum to the beneficiary. If the participant is not
survived by a designated beneficiary, the participant's beneficiary shall be the


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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
beneficiary designation under this Paragraph at any time until his death by
filing a written beneficiary designation with the Treasurer, in the manner
specified by the Treasurer.
                  6. Financial Hardship. The Treasurer may, in his 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 non-recurring expenses
for the welfare of the participant and his dependents, as the Treasurer shall
determine in his sole discretion. To preserve the tax benefits of the deferral
program, the Treasurer may require evidence of financial hardship.
                  7. 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.


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                  8. Amendment or Discontinuance. The Deferred Compensation Plan
for Directors 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 specifi cally waived by the Treasurer in his 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.
                  9. Governing Law. The Deferred Compensation Plan for Directors
shall be governed by the law of the Commonwealth of Pennsylvania.


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