Exhibit 10-5


                               PECO Energy Company
                   Management Group Deferred Compensation and
                        Supplemental Pension Benefit Plan
                         (Effective Date: June 1, 1988)
                     (As Amended Through February 23, 1998)


                  The purposes of this plan are to permit the total pension of
certain management employees of PECO Energy Company ("PECO") and 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 Management Group Deferred
Compensation and Supplemental Pension Benefit Plan (the "Management Group
Deferred Compensation Plan" or the "Plan"):
                  1. Administration. This Management Group Deferred Compensation
Plan shall be administered by the Vice President - Finance and Accounting of
PECO (the "Administrator") or such other individual or individuals as may be
designated by the Board of Directors of PECO (the "Board"). The Administrator
shall interpret the Management Group Deferred Compensation Plan, make factual
determinations, and establish such rules and regulations of plan administration
that he deems appropriate. The Administrator'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 Management Group
Deferred Compensation Plan is restricted to key management employees who are
eligible to participate in the PECO Management Incentive Compensation Plan, but
who are not eligible to participate in the Company's previously adopted Deferred
Compensation Plan.
                  3. Deferrals.
                       (a) Each eligible employee may elect in writing to
receive all or a portion of his or her future awards under the PECO Management
Incentive Compensation Plan as deferred compensation, subject to such rules and
procedures as the Administrator deems appropriate. Each such election shall be
made prior to the end of the calendar year with respect to which the award is
calculated. Effective November 25, 1996, each eligible employee may elect in
writing to receive all or a portion (in increments of 1%) of the lump sum
payment pursuant to Paragraph 8(b)(1) below, as deferred compensation, provided
each such election is made 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.
                  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 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, each participant's
Deferral Account shall be credited with earnings or interest as provide in
Paragraph 3(b).

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                           (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. 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

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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).
                  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
Administrator, 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 Incentive 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

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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 Administrator) 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 participant's employment with PECO is
terminated other than for retirement, unless otherwise directed by the
Administrator, 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.
                  5. Death Benefits. Each participant shall designate a
beneficiary or beneficiaries to receive any payments under Paragraph 4 after the
participant's death. The beneficiaries, and any priority or allocation between
them, shall be designated in the manner specified by the Administrator. 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

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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 his or her death by filing a written
beneficiary designation with the Company, in the manner specified by the
Administrator.
                  6. Financial Hardship. The Administrator 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
nonrecurring expenses for the welfare of the participant and his or her
dependents, as the Administrator shall determine in his sole discretion. To
preserve the tax benefits of the deferral program, the Administrator 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

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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.
                  8. 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 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; and (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. Except as otherwise determined by the
Administrator, 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 also reflect to the appropriate extent any
post-retirement benefit increases with respect to benefits under the Service
Annuity Plan.

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                           (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 8(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 8(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 8(b) will be actuarially determined by
         discounting the expected stream of annuity payments (based upon the
         life expectancy of the participant and, if 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

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         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 was 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 Management Group 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 Annuity Option then in effect, the
         Contingent Annuity Option in effect between retirement and age 65, and
         increases in benefits payable under the Service

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         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 Administrator, will be applied in
         a uniform, non-discriminatory fashion. An election made pursuant to
         Paragraph 8(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 8(b)(1).
                           (c) (1) A participant may elect to have supplemental
         death benefits under Paragraph 8(a) paid to such beneficiary or
         beneficiaries as the participant may designate in writing, in the
         manner specified by the Administrator. 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 8(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 death benefits
         payable to the participant's beneficiary under Paragraph 8(a) shall be
         paid in a lump sum to the participant's beneficiary as soon as
         administratively practicable

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         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
         Administrator, 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 8(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 the 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.
                               (3) The present value of amounts payable in a
         lump sum pursuant to Paragraph 8(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 8 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.
                  9. Participation in Deferred Compensation Plan. A participant
in the Management Group Deferred Compensation Plan who becomes eligible to
participate in the Company's 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.
                  10. Amendment or Discontinuance. The Management Group 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 Administrator 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.

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

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