"Attachment D"

                             C-COR ELECTRONICS, INC.
                          SUPPLEMENTAL RETIREMENT PLAN
                            PARTICIPATION AGREEMENT
     1. I,  the  undersigned  Participant  ("Participant"),  hereby  acknowledge
receipt of a copy of the Supplemental Retirement Plan of C-COR Electronics, Inc.
("Corporation"),  effective  April 20, 1993 (the "Plan").  By completion of this
Agreement,  I agree to  comply  with the  terms of the Plan in all  respects.  I
understand  that  all  provisions  of the Plan  are  hereby  made a part of this
Agreement.
     2. In  consideration of the foregoing and subject to the terms of the Plan,
Corporation  promises  to  pay  the  Supplemental   Retirement  Benefit  therein
described of $ 1,500.00 per month.
     3. Tax-Advice. I agree I have been advised by Corporation to consult my own
tax advisors with respect to this Agreement and that neither Corporation nor its
representatives  have made or make any  representation  or warranties as to such
consequences.
     4. Insurance  Policies.  I understand that Corporation may make application
to purchase a life insurance  policy or policies on my life, which will be owned
by  Corporation  and  under  which it will be the sole  beneficiary.  I agree to
provide  Corporation  with such  information  as it may require in order to make
such  application  and to cooperate  fully with  Corporation  in respect of such
application,  including the taking of a physical  examination if requested to do
so. In this  connection,  I represent  that my date of birth is 3/18/48.  In the
event the insurance  company to which  application is made declines to issue the
policy at standard premium rates, this Agreement will be void unless Corporation
decides otherwise. Similarly, if I should die prior to the date on which payment
of the Supplemental Retirement Benefit commences and the proceeds of a policy on
my life are not paid to Corporation  because the information I have furnished in
connection  with the  application is materially  false or my death was caused by
suicide  within  two (2)  years of the  date on the  policy  on my life  issues,
Corporation  will be under no  obligation  to pay the  Survivor  Benefit  herein
provided.
     5. No Employment  Commitment.  Nothing in this Agreement shall be construed
to imply any commitment on the part of Corporation to continue me in its employ.
     6.  Beneficiary.  I hereby  designate the following person or persons as my
beneficiary or beneficiaries under this Agreement.
                  Anne L. Hutcheson, spouse___________________
                  --------------------------------------------

     I reserve the right to change my beneficiary at any time and for any reason
and without  notice to or the consent of the  beneficiary or  beneficiaries,  by
delivering  a  writing  to  that  effect  to  the  office  of the  Secretary  of
Corporation or its successor.

     7. Additional Conditions
        ____None______________________________________________
        ======================================================

     8. This  Agreement  shall be  governed by the laws of the  Commonwealth  of
Pennsylvania.

     Dated: 2/23/98

     L. D. Hutcheson
     Participant

     C-COR ELECTRONICS, INC.

     By: Scott C. Chandler

                                                                   Attachment H
LYNN D. HUTCHESON


                             C-COR ELECTRONICS, INC.
                          Supplemental Retirement Plan

1. Selection of Participants. This Plan is an unfunded non-qualified arrangement
for a select group of management  and/or highly  compensated  employees of C-COR
Electronics  Inc.,  (hereinafter  "Corporation").   Each  employee  selected  by
Corporation  for  participation  hereunder  (hereinafter   "Participant")  shall
indicate his  agreement  to the terms of this Plan by executing a  Participation
Agreement to be provided by Corporation.


2.   Definitions.  Certain  terms  shall be defined  hereunder  as  follows:  a.
     "Beneficiary" means a person, persons, trust or trusts which a
Participant  shall,  from time to time,  designate  in writing  to  receive  any
benefits payable to him under this Plan in the event of his death.
     b. "Committee"  means the Compensation  Committee of the Board of Directors
of Corporation.
     c.  "Disability"  shall  have the same  meaning  as the term is  defined in
Corporation's Long Term Disability Plan.
     d. "Effective Date of Plan" means April 20, 1993.
     e.  "Supplement   Retirement   Benefit"  means  a  benefit  provided  to  a
Participant  if  he  elects  to  participate  under  the  Plan  and  remains  in
Corporation's employ until attaining the age specified in Section 3 of the Plan.
     f. (1)  "Participant"  means  full-time  employees  working more than 2,000
hours per year.
     f. (2) "Participant  Status Requirement" means a participant who has been a
participant  in the Plan for five  years,  hired  directly  in the  plan;  or an
employee  who has  been a  participant  in the  Plan  for  three  years by being
promoted into the Plan and who has at least two additional  years as an employee
of C-Cor Electronics, Inc.
     g.  "Participant  Agreement" means the Agreement signed by Participant that
evidences  his  participation  in the Plan. A blank  Participation  Agreement is
attached to this Plan and incorporated herein by this reference.
     h. "Plan" means the Supplemental  Retirement Plan of Corporation  effective
April 20, 1993, and as it may be amended from time to time by the Corporation.
     i.  "Plan  Administrator"  means  Corporation.   Provided,   however,  that
Corporation  shall only be designated as Plan  Administrator and named Fiduciary
of the Plan for  purposes of  implementing  the claims  procedure  contained  in
Paragraph 14, and for no other purpose.
     j. "Survivor Benefit" means a benefit provided to Participant's Beneficiary
if Participant  elects to participate in the Plan and dies prior to commencement
of the Supplemental Retirement Benefit while in the employ of Corporation.
     k. "Death Benefit" means a benefit provided to Participant's Beneficiary if
Participant elects to participate in the Plan and dies after commencement of the
Supplemental Retirement Benefit.
     1. "Year of Service"  means a consecutive  12-month  period during which an
employee completes at least 2,000 hours of service with the Corporation.


3. Payments at Retirement.
     a. Normal  Retirement  Date. If a Participant  continues in employment with
Corporation  until he attains age 65 and 10 years of participant  status,  then,
upon  retirement,  the  Participant  shall  be  entitled  to  receive  from  the
Corporation a  Supplemental  Retirement  Benefit in the amount  specified in his
Participation Agreement, payable in equal monthly installments,  for a period of
15 years.  Such payments shall begin on the first day of the month following the
Participant's attainment of his Normal Retirement Date.
     b. Early Retirement.
     (1) If a Participant's  employment  with the corporation  terminates due to
Early Retirement or Disability prior to his attainment of Normal Retirement Date
but following his attainment of age 55 and ten (10) years of participant status,
such Participant may retire before his Normal  Retirement Date and receive early
retirement  benefits from the Plan. The early retirement  benefit shall be equal
to the actuarial equivalent of the Supplemental Retirement Benefit (as specified
in the Participant's  Agreement)  commencing at the Normal Retirement Date. Such
actuarial equivalent early retirement benefit shall be equal to the Supplemental
Retirement  Benefit  multiplied  by the  early  retirement  factor  set forth in
Appendix A.
     (2) If a Participant's  employment  with the corporation  terminates due to
Early Retirement or Disability prior to his attainment of Normal Retirement Date
but following  his  attainment of age 60 and  attainment of  participant  status
requirements,  but  less  than  ten  (10)  years  of  participant  status,  such
Participant  may retire  before his Normal  Retirement  Date and  receive  early
retirement  benefits from the Plan. This early retirement benefit shall be equal
to the early  retirement  benefit as  calculated  in Section  3.b.  (1) and then
multiplied by a benefit  percentage factor for years of participant  status less
than ten (10) years as set forth in Appendix B.
     (3) The Early Retirement or Disability  Benefit to which the Participant is
entitled shall be paid in equal monthly  installments  for a period of 15 years.
Such  payments  shall  begin  on  the  first  day  of the  month  following  the
Participant's  termination  of  employment.  Provided,  however,  that no  early
retirement or disability benefit shall be payable under this Section 3.b. if the
Participant  has  not  satisfied  the  participant   status   requirement.   For
calculating  participant  status,  the Extended Salary Plan of the  Corporation,
effective October 1, 1987, shall be a predecessor plan to this Plan.
     c. Late Retirement.  If a Participant remains employed after the attainment
of his Normal Retirement Date, such benefit shall not commence until he actually
retires.  The amount of the Participant's late retirement benefit shall be equal
to the actuarial  equivalent of his Supplemental  Retirement  Benefit that would
have commenced at his Normal  Retirement  Date.  Such actuarial  equivalent late
retirement  benefit  shall  be  equal  to the  Supplemental  Retirement  Benefit
multiplied by the late retirement factors set forth in Appendix C and payable in
equal monthly installments for a period of 15 years.
     d. Death Following Retirement. If a Participant should die after payment of
a Supplemental Retirement Benefit begins, but before receipt of the last of such
payments,  the  remaining  balance of such  payments  shall be paid on their due
dates to the Participant's beneficiary designated in the Participant's Agreement
or, failing such designation,  to the Participant's estate. As stated in Section
3.a., the total monthly payments of the Supplemental Retirement Benefit (for pre
and post death) shall not exceed fifteen (15) years.


4. Other  Termination  of  Employment  or  Participant  Status Short of Required
Participant   Status.  If  a  Participant's   employment  with  the  Corporation
terminates for any other reason (other than Death, Disability or Retirement), or
a Participant has not met the participant status requirements, then he shall not
be entitled to payment of a Supplemental Retirement Benefit under the Plan.

5. Survivor Benefits (Pre-Retirement Death of Participant).
     (1) If an  eligible  Participant  should  die  while  in the  Corporation's
employment, and the Participant has become eligible for either Early, Normal, or
Late Retirement, but before commencement of the Supplemental Retirement Benefit,
such eligible benefit shall become payable to the Participant's  beneficiary or,
failing such  designation,  to the Participant's  estate.  Such benefit shall be
paid in equal  monthly  installments,  for a period of 15 years.  Such  payments
shall begin on the first day of the month following the Participant's death.
     (2) If a Participant should die while in the Corporation's employment,  and
the  Participant  has not become  eligible  for either  Early,  Normal,  or Late
Retirement,  but has met the participant status requirements,  the Participant's
beneficiary or, failing such  designation,  the Participant's  estate,  shall be
entitled to a survivor  benefit.  This  survivor  benefit  shall be equal to the
actuarial equivalent of the Supplemental Retirement Benefit commencing at Normal
Retirement  Date. Such actuarial  equivalent  survivor benefit shall be equal to
the Supplemental  Retirement  Benefit multiplied by the early retirement factors
set forth in Appendix A and payable in equal monthly  installments  for a period
of 15 years.


6. Status of Investments.  All investments  made by Corporation  under this Plan
will be deemed made solely for the purpose of aiding  Corporation  in  measuring
and meeting its obligations under this Plan. Corporation shall be the sole owner
of all such investments and of all rights and privileges  conferred by the terms
of the instruments evidencing such investments. Nothing stated herein will cause
such   investments  to  be  treated  as  anything  but  the  general  assets  of
Corporation, nor will anything stated herein cause such investments to represent
the  vested,   secured  or  preferred   interest  of  any  Participants  or  his
Beneficiaries.


7. General Creditor  Status.  A Participant  shall have no claim with respect to
any particular asset of Corporation,  but shall be and shall remain at all times
a general creditor of Corporation and, therefore,  a Participant's  rights under
the Plan shall have not  priority  over the rights of any  general  creditor  of
Corporation.


8. No Assignment.  Neither a Participant nor his personal  representative  shall
have any right to commute, sell, assign, transfer, encumber or otherwise dispose
of the right to receive payments  hereunder which payments and the right thereto
are expressly declared to by non-assignable and non-transferable.  Any attempted
assignment or transfer by a Participant or his personal  representative shall be
of no  effect.  Corporation  shall  have the  right to  assign  this Plan and to
transfer its obligations hereunder.


9. Revocation and Amendment.  This Plan may be amended or terminated at any time
at the sole  discretion  of the Board of  Directors  of  Corporation;  provided,
however,  that any such amendment or termination  shall not affect the rights of
any  Participant  which may have accrued under the Plan at the time of amendment
or termination.


10. No Employment  Guarantee.  Nothing contained in this Plan shall be construed
as conferring  upon any  Participant  the right to continue in the employment of
Corporation.


11.  Authority  or  Committee.  The  Committee  shall  have the full  power  and
authority to  interpret,  construe and  administer  this Plan.  The  Committee's
interpretations  and construction  hereof and actions hereunder shall be binding
and conclusive on all persons for all purposes. No member of the Committee shall
be liable to any person for any action taken or omitted in  connection  with the
interpretation  or  administration  of this Plan unless  attributable to his own
willful misconduct or lack of good faith.


12.  Liability  of  the  Corporation.  Nothing  contained  in  the  Plan  or the
Participation  Agreement  shall  constitute  the  creation  of a trust  or other
fiduciary   relationship   between   Corporation   and  Participant  or  between
Corporation  and  Beneficiary  or any  other  person.  Corporation  shall not be
considered  a  trustee  by  reason  of  the   existence  of  this  Plan  or  the
Participation Agreement.


13.  Funding  Assets.  Corporation  reserves the absolute  right in its sole and
exclusive discretion either to fund the obligations of Corporation undertaken by
this Plan or to refrain  from  funding the same,  and to  determine  the extent,
nature and method of such funding.  Should  Corporation elect to fund this Plan,
in whole or in part, through life insurance contracts,  Corporation shall be the
owner and  beneficiary  of each such policy.  Corporation  reserves the absolute
right, in its sole  discretion,  to terminate any such contract,  as well as any
other funding  program,  at any time,  either in whole or in part. Title to, and
beneficial  ownership  of, any assets which  Corporation  may earmark to pay the
benefits  hereunder  shall at all times remain in  Corporation.  Participant and
Participant's Beneficiary shall not have any property interest whatsoever in any
specific assets of Corporation.  Nothing set forth in this Plan shall cause such
assets to be treated as  anything  but the  general  assets of  Corporation.  If
Corporation  purchases life insurance  contracts on the life of the Participant,
Participant agrees to sign any applications that may be reasonably  required for
that  purpose  and to undergo  any  medical  examination  or tests  which may be
reasonably necessary in such regard.


14. Claims Procedure.  In the event that benefits under paragraph 3 or 5 of this
Plan are not paid to the Participant or his  Beneficiary,  and such person feels
entitled  to  receive  them,  a  claim  shall  be made in  writing  to the  Plan
Administrator  within 60 days from the date  payments  are not made.  Such claim
shall be reviewed by the Plan Administrator.  If the claim is denied, in full or
in part,  the Plan  Administrator  shall provide a written notice within 90 days
setting  forth the  specific  reasons  for  denial,  specific  reference  to the
provisions  of this Plan  upon  which the  denial is based,  and any  additional
material or  information  necessary  to perfect the claim,  if any.  Also,  such
written notice shall indicate the steps to be taken if a review of the denial is
desired.  If a claim is denied and a review is desired,  the  Participant  shall
notify the Plan  Administrator  in writing  within 60 days (and a claim shall be
deemed  denied  if the Plan  Administrator  does not  take any  action  with the
aforesaid 90 day period).  In requesting review, the Participant may review this
Plan or any documents  relating to it and submit any written issues and comments
the  Participant  may  feel  appropriate.  In  its  sole  discretion,  the  Plan
Administrator  shall then review the claim and provide a written decision within
60 days.  This  decision  likewise  shall  state the  specific  reasons  for the
decision and shall  include  specific  reference to specific  provisions of this
Plan on which the decision is based.


15.  Governing Law. This Plan shall be governed by the laws of the  Commonwealth
of Pennsylvania.


16. Language.  Whenever used in this Plan, the singular number shall include the
plural,  the plural the  singular  and the use of any gender  shall  include all
genders.


17. Effective Rate. This Plan shall be effective beginning April 20, 1993.


                             C-COR ELECTRONICS, INC.

                              By: Scott C. Chandler
                                                              President & CEO



Approved by C-COR Board of Directors on April 20, 1993.





<TABLE>
                                                                  April 20,1993
                                                    APPENDIX A

NUMBER OF                                            EARLY RETIREMENT
YEARS PRIOR TO                                           FACTOR
NORMAL RETIREMENT
DATE


<S>                                                  <C>
1                                                    0.9145
2                                                    0.8372
3                                                    0.7670
4                                                    0.7034
5                                                    0.6456
6                                                    0.5932
7                                                    0.5454
8                                                    0.5020
9                                                    0.4625
10                                                   0.4264
11                                                   0.3935
12                                                   0.3635
13                                                   0.3360
14                                                   0.3108
15                                                   0.2877
16                                                   0.2665
17                                                   0.2471
18                                                   0.2292
19                                                   0.2127
20                                                   0.1976
21                                                   0.1836
22                                                   0.1707
23                                                   0.1588
24                                                   0.1479
25                                                   0.1377
26                                                   0.1283
27                                                   0.1196
28                                                   0.1116
29                                                   0.1041
30                                                   0.0972
31                                                   0.0908
32                                                   0.0848
33                                                   0.0793
34                                                   0.0741
35                                                   0.0694

<FN>
SOURCE: MODIFIED UP-84 MORTALITY TABLE AT 6.25%
</FN>
</TABLE>

<TABLE>
                                                                 April 20, 1993
                                   APPENDIX B

NUMBER OF YEARS                                      BENEFIT
LESS THAN TEN YEARS                                  PERCENTAGE
OF PARTICIPANT STATUS

<S>                                                           <C>
1                                                             90%
2                                                             80%
3                                                             70%
4                                                             60%
5                                                             50%


<FN>
SOURCE: BASED ON A STRAIGHT-LINE PERCENTAGE REDUCTION
</FN>
</TABLE>

<TABLE>
                                                                 April 20, 1993
                                   APPENDIX C

NUMBER OF
YEARS AFTER                                 LATE RETIREMENT
NORMAL RETIREMENT                              FACTOR
DATE

<S>                                         <C>
1                                           1.0817
2                                           1.1714
3                                           1.2700
4                                           1.3787
5 OR MORE                                   1.4986
<FN>
SOURCE: MODIFIED UP-84 MORTALITY TABLE AT 6.25%
</FN>
</TABLE>