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                                                                  Exhibit 10(ii)


                            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 a full-time employee 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.

         l.  "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
<PAGE>

     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 Participation 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.
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      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.
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     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 Date.   This Plan shall be effective beginning April 20,
  1993.

                                                C-COR ELECTRONICS, INC.

                                                By:   David A. Woodle
                                                     President and CEO




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


                                   APPENDIX A

              NUMBER OF
           YEARS PRIOR TO
          NORMAL RETIREMENT                           EARLY RETIREMENT
               DATE                                         FACTOR
          -----------------                           ----------------
                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


                SOURCE:  MODIFIED UP-84 MORTALITY TABLE AT 6.25%
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                                                                  April 20, 1993


                                   APPENDIX B

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

                  1                                      90%
                  2                                      80%
                  3                                      70%
                  4                                      60%
                  5                                      50%


  SOURCE: BASED ON A STRAIGHT-LINE PERCENTAGE REDUCTION




                                                                  April 20, 1993

                                   APPENDIX C



           .      NUMBER OF
                 YEARS AFTER
               NORMAL RETIREMENT               LATE RETIREMENT
                     DATE                          FACTOR
               -----------------               ---------------

                          1                        1.0817
                          2                        1.1714
                          3                        1.2700
                          4                        1.3787
                   5 OR MORE                       1.4986


               SOURCE:  MODIFIED UP-84 MORTALITY TABLE AT 6.25%
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                                                                  "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
  11/21/59.  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 Emp1oyment 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.

 Primary         Scott L. Beahm (Husband)

 Contingent      Devin M. Beahm and Trevor S. Beahm (Children)

 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

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

  Dated:  11/9/98

                                           Mary G. Beahm
                                           Participant

                                           C-COR ELECTRONICS, INC.
                                           By:  David A. Woodle


  4/20/93