C TEC CORP, S-8, 1995-12-01

C TEC CORP
S-8, 1995-12-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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As filed with the Securities and Exchange Commission on December 1, 1995
Registration No.
=============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

C-TEC CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania 23-2093008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

105 Carnegie Center
Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)

----------------

C-TEC CORPORATION
EXECUTIVE ONE-FOR-ONE
STOCK PURCHASE PLAN
(Full title of the plan)

RAYMOND B. OSTROSKI, ESQ.
Executive Vice President and General Counsel
C-TEC Corporation
105 Carnegie Center
Princeton, New Jersey 08540
(Name and address of agent for service)

(609) 734-3700
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Aggregate Registration
Title of Securities to be Registered Registered* Price Per Share** Offering Price** Fee
- --------------------------------------- ------------ ----------------- ---------------- --------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share...................... 400,000 $27.00 $10,800,000 $3,725.00
=======================================================================================================================
<FN>
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate number of
additional shares which may be offered to prevent dilution resulting from
stock splits, stock dividends or similar transactions.

** Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933, as amended, solely for the purpose of computing
the registration fee, based on the average of the high and low sales prices
of the securities being registered hereby on the NASDAQ Stock Exchange
Composite Tape on November 30, 1995.
</TABLE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
---------------------------------------

The registrant, C-TEC Corporation, a Pennsylvania corporation (the
"Company" or the "Registrant"), incorporates by reference in this registration
statement (the "Registration Statement") the following documents which have
been filed with Securities and Exchange Commission:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.

(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994.

(c) The description of the Company's Common Stock, par value $1.00
per share (the "Common Stock"), contained in the Company's Current
Report on Form 8-K/A, dated November 21, 1995, filed pursuant to Section
13 or 15(d) of the Exchange Act, and all amendments thereto or reports
filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold, or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein and be a part of this Registration
Statement from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.
-------------------------

Not Applicable.

Item 5. Interest of Named Experts and Counsel.
-------------------------------------

Not Applicable.

Item 6. Indemnification of Directors and Officers.
-----------------------------------------

Reference is made to Sections 1741 and 1742 of the 1988 Business
Corporation Law of the Commonwealth of Pennsylvania, which provide for
indemnification of directors and officers in certain circumstances. In
addition, Article IV of the By-Laws of the Company provides that, except as
prohibited by law, any director or officer of the Company is entitled to be
indemnified in any action or proceeding in which he or she may be involved by
virtue of holding such position.

In addition, the Company maintains a directors' and officers' liability
insurance policy.

For the undertaking with respect to indemnification, see Item 9 herein.

Item 7. Exemption from Registration Claimed.
-----------------------------------

Not Applicable.

Item 8. Exhibits.
--------

4.1 Articles of Incorporation of the Registrant as amended and restated
on April 24, 1986 and as further amended on November 25, 1991
(incorporated herein by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994).

4.2 By-Laws of the Registrant, as amended through October 28, 1993
(incorporated herein by reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994).

5 Opinion of Raymond B. Ostroski.

10 Form of C-TEC Corporation Executive One-for-One Stock Purchase Plan.

23.1 Consent of Coopers & Lybrand L.L.P., independent public
accountants.

23.2 Consent of Raymond B. Ostroski (included in Exhibit 5).

24 Power of attorney.

Item 9. Undertakings.
------------

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2) that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

(3) to remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
its nature is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirement of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Wilkes-Barre, Commonwealth of Pennsylvania, on
December 1, 1995.

C-TEC CORPORATION

By: /s/ Raymond B. Ostroski
---------------------------
Name: Raymond B. Ostroski
Title: Attorney-in-Fact

FORM S-8
C-TEC CORPORATION
EXECUTIVE ONE-FOR-ONE
STOCK PURCHASE PLAN

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------

4.1 Articles of Incorporation of the Registrant as amended and
restated on April 24, 1986 and as further amended on
November 25, 1991. (Incorporated herein by reference to
Exhibit 3(a) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994).

4.2 By-Laws of the Registrant, as amended through October 28,
1993. (Incorporated herein by reference to Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994).

5 Opinion of Raymond B. Ostroski.

10 Form of C-TEC Corporation Executive One-for-One Stock Purchase
Plan.

23.1 Consent of Coopers & Lybrand L.L.P., independent public
accountants.

23.2 Consent of Raymond B. Ostroski (included in Exhibit 5).

24 Powers of attorney for:

David C. McCourt, Director,
Chairman, and Chief Executive Officer

Michael J. Mahoney, President
and Chief Operating Officer

Richard R. Jaros, Director

Robert E. Julian, Director

Thomas C. Stortz, Director

David C. Mitchell, Director

Frank M. Henry, Director

Daniel E. Knowles, Director

Eugene Roth, Director

Stuart E. Graham, Director

Walter Scott, Jr., Director

James Q. Crowe, Director
_________
(1) Incorporated by Reference.

EXHIBIT 5

[Letterhead of C-TEC Corporation]

November 29, 1995

C-TEC Corporation
105 Carnegie Center
Princeton, New Jersey 08540

Ladies and Gentlemen:

I am acting as counsel for C-TEC Corporation, a Pennsylvania
Corporation (the "Company") in connection with its registration statement on
Form S-8 (the "Registration Statement") to register under the Securities Act
of 1933, as amended, 400,000 shares (the "Shares") of Common Stock (par value
$1.00 per share) of the Company issuable pursuant to the C-TEC Corporation
Executive One-for-One Stock Purchase Plan (the "Plan") of the Company. In
connection therewith, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary for the purpose of rendering this opinion.

Upon the basis of the foregoing, I am of the opinion that the Shares
deliverable pursuant to the Plan have been duly authorized and, when and to
the extent issued pursuant to the Plan upon receipt by the Company of adequate
consideration therefor, will be validly issued, fully paid and nonassessable.

I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

Very truly yours,

/s/ Raymond B. Ostroski

EXHIBIT 10

FORM OF

C-TEC CORPORATION

EXECUTIVE ONE-FOR-ONE

STOCK PURCHASE PLAN

1. Purpose. The purpose of the C-TEC Corporation Executive
One-For-One Stock Purchase Plan is to strengthen the mutuality of interests
between executives and shareholders. The Plan offers certain executives of
C-TEC Corporation and its affiliated companies the opportunity to defer the
receipt of a portion of their compensation on a pre-tax basis and to have the
deferred amounts reflect the value of the common stock of C-TEC Corporation.
Further, C-TEC Corporation will make a "matching contribution" equal to 100%
of the executive deferrals. Subject to certain limitations as described
herein, matching contributions will be in the form of Common Stock of C-TEC
Corporation which will be held in an escrow account and will be distributed to
the executive if he or she remains employed for three years following the
purchase.

2. Definitions. Unless the context otherwise requires, the
following words as used herein shall have the following meanings:

"Administrator" means the Company or any person or entity to which
the Board delegates this function under Section 9.

"Affiliated Company" means each corporation, 100% of the stock of
which is owned, directly or indirectly, by the Company.

"Annual Compensation" shall mean, with respect to any Eligible
Employee in any calendar year, the sum of (i) such Eligible Employee's annual
base salary as in effect on the first business day of such year [adjusted to
reflect increases therein during such year] plus (ii) the short-term bonus
received by such Eligible Employee in respect of Company performance during
such year. The Administrator shall have the sole discretion to determine an
Eligible Employee's Annual Compensation as of any relevant time [and to adjust
such Eligible Employee's Annual Compensation to reflect events occurring
subsequent to any previous such determination.]

"Applicable Dividends" means, with respect to a Share Unit, the
aggregate number of Share Units credited to a Participant's Account under
Section 5.3 (or to a Participant's Matching Account under Section 6.4, as
applicable) as the result of a dividend paid by the Company in respect of
Shares.

"Applicable Election Date" means the following:

(a) except as provided in (b), with respect to the deferral
of base compensation earned during any payroll period, December 31 of the
calendar year immediately preceding the commencement of such payroll period;

(b) with respect to the deferral of base compensation earned
during any payroll period in the first calendar year for which an Employee is
an Eligible Employee, [the earlier of (1) the date that is 30 days after the
Employee's Entry Date or] (2) the day before the first day of the payroll
period; and

(c) with respect to any short term bonus, December 31 of the
calendar year immediately preceding the calendar year in which the bonus is
payable.

"Board" means the board of directors of the Company.

"Change in Control" means, with respect to the Company, (a) the
acquisition by any person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")[other than Kiewit and any affiliate of Kiewit], of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of more than 50% of either (i) the then outstanding Shares or (ii) the
combined voting power of the Company's then outstanding voting securities, (b)
effective upon the consummation of any such transaction, approval by the
shareholders of the Company of a reorganization, merger or consolidation, in
each case, with respect to which persons who were the shareholders of the
Company immediately prior to such reorganization, merger or consolidation, do
not, immediately thereafter, own more than 50% of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated company's then outstanding voting securities, or a
liquidation or dissolution of the Company or the sale of all or substantially
all of the assets of the Company, or (c) the replacement of more than 50% of
the members of the Board with persons who were not nominated or otherwise
designated by the remaining members of the Board.

"Company" means C-TEC Corporation, a Pennsylvania corporation.

"Deferral Account" means the bookkeeping account established by the
Administrator for each Participant to reflect the Share Units credited with
respect to such Participant pursuant to Section 5.

"Disability" means a disability with respect to which a Participant
is eligible for and receiving benefits under a long-term disability program
sponsored by the Company or an Affiliated Company.

"Deferral Date" means the date or dates on which base compensation or
short term bonus to which any Election Form relates would otherwise have been
paid.

"Dividend Payment Date" means the date on which a dividend is paid by
the Company with respect to Shares.

"Effective Date" means [December 1, 1995].

"Election Form" means the election form described in Section 5.5.

"Eligible Employee" means an Employee who is designated by the Board
as eligible to participate in the Plan [and who has completed one full
calendar quarter of employment with the Company or an Affiliated Company.]

"Employee" means an employee of the Company or an Affiliated Company.

["Entry Date" means, for any Eligible Employee, the first day of the
first calendar quarter following his or her becoming an Eligible Employee,
provided that the Entry Date of any Employee who is an Eligible Employee as of
the Effective Date shall be the Effective Date.]

"Fair Market Value" of a Share on any given day means (a) the closing
price per Share on the national securities exchange on which the Shares are
principally traded on the next preceding date on which there was a sale of
Shares on such exchange, or (b) if the Shares are not listed or admitted to
trading on any such exchange, the closing price per Share on the Nasdaq
National Market on the next preceding date on which there was a sale of
Shares, or if such closing price is not available, the average of the highest
reported bid and lowest reported asked prices per Share as reported by NASDAQ
on the next preceding date on which such bid and asked prices were reported,
or (c) if the Shares are not then listed on any securities exchange or prices
therefor are not then quoted in NASDAQ, the value determined by the
Administrator in good faith.

"Fund" means the fund maintained under the Trust Agreement.

"Matching Account" means the bookkeeping account established by the
Administrator for each Participant to reflect Share Units credited pursuant to
Section 6.4.

"Participant" means any Eligible Employee or former Eligible Employee
who has elected to participate in the Plan as described in Section 4, or who
has an undistributed amount credited to a Deferral Account or a Matching
Account.

"Plan" means C-TEC Corporation Executive One-For-One Stock Purchase
Plan, as set forth herein, and as amended from time to time.

"Pre-Tax Contribution" means the amount of a Participant's
contribution to the Plan as determined under Section 5.1.

"Purchase Date" means, with respect to a Deferral Date or a Dividend
Payment Date, the date or dates on which the Trustee purchases Shares to
reflect the Pre-Tax Contributions made on such Deferral Date or the dividends
paid on such Dividend Payment Date. The Trustee may purchase Shares from the
Company or on the open market. Prior to approval of the Plan by shareholders
of the Company, the Trustee shall purchase Shares from the Company.

"Share Units" means units credited to a Participant's Deferral
Account under Sections 5.2 and 5.3 and units credited to a Participant's
Matching Account under Section 6.4.

"Shares" means Common Stock of the Company, par value $1.00 per share.

"Trust Agreement" means the agreement of trust entered into between
the Company and the Trustee for purposes of the Plan.

"Trustee" means the individual(s) or corporate trustee appointed as
trustee under the Trust Agreement.

"Unforeseeable Emergency" means an unanticipated emergency that is
caused by an event beyond the control of the Participant and that would result
in severe financial hardship to the Participant if early withdrawal were not
permitted.

3. Shares. Not more than 400,000 Shares and Share Units in
aggregate, without duplication, may be issued under the Plan, subject to
adjustment as provided in Section 12.2; provided, however, that until or
unless the Plan is approved by the shareholders of the Company, not more than
24,999 Shares may be issued under the Plan.

4. Eligibility to Participate. Any Eligible Employee shall be
eligible to participate in the Plan. An Eligible Employee shall become a
Participant by delivering to the Administrator an executed Election Form and
such other forms as may be required by the Administrator.

5. Pre-Tax Contributions.

5.1 Election to Participate.

5.1.1 Deferral of Base Compensation. Subject to Section
5.1.3, an Eligible Employee may elect to defer receipt of all or a portion (in
whole percentages) of his or her base compensation payable by the Company or
an Affiliated Company attributable to payroll periods beginning on or after
the Entry Date by executing an Election Form and filing it with the
Administrator on or before the Applicable Election Date. Subject to Section
5.1.3, each Eligible Employee shall specify on such Election Form the schedule
of Deferral Dates on which such aggregate amount is to be withheld and
contributed to the Plan.

5.1.2 Deferral of Bonus. Subject to Section 5.1.3, an
Eligible Employee may elect to defer receipt of all or a portion (in whole
percentages) of his or her short term bonus payable by the Company or an
Affiliated Company on or after the Entry Date by executing an Election Form
and filing it with the Administrator on or before the Applicable Election Date.

5.1.3 Limitations on Pre-Tax Contributions. An Eligible
Employee's Pre-Tax Contribution under Sections 5.1.1 and 5.1.2 for any
calendar year shall not exceed 20% of such Eligible Employee's Annual
Compensation for such year. The Administrator shall adjust the Eligible
Employee's Pre-Tax Contributions as it determines necessary to meet the
requirements of this Section 5.1.3.

5.2 Crediting Accounts. On any Purchase Date, but as of the
applicable Deferral Date, the Company shall credit each Participant's Deferral
Account with a number of Share Units, rounded to the nearest 0.0001 of a
Share, determined as follows:

5.2.1 an amount, rounded down to the next lowest whole
number, obtained by dividing

5.2.1.1 the amount of all Participants' Pre-Tax
Contributions attributable to such Deferral Date that is invested on such
Purchase Date; by

5.2.1.2 the average per Share cost paid by the
Trustee on such Purchase Date with respect to such Deferral Date; provided,
however, that if the Trustee purchases the Shares from the Company, the
Trustee's average per Share cost, for purposes of this Section, shall be the
Fair Market Value per Share on such Deferral Date;

5.2.2 multiplied by a fraction:

5.2.2.1 the numerator of which is the Participant's
Pre-Tax Contribution attributable to such Deferral Date; and

5.2.2.2 the denominator of which is all
Participants' Pre-Tax Contributions attributable to such Deferral Date.

5.3 Crediting of Dividends to Accounts.

5.3.1 Cash Dividends. If the Company pays a cash
dividend with respect to Shares, then as of the Dividend Payment Date, the
Company shall credit each Participant's Deferral Account with a number of
Share Units determined as follows:

5.3.1.1 an amount, rounded to the nearest 0.0001 of
a Share, obtained by dividing

5.3.1.1.1 the amount of the dividend
paid on such Dividend Payment Date with respect to a Share multiplied by the
number of Share Units credited to all Participants' Accounts on the record
date for such Dividend; by

5.3.1.1.2 the average per Share cost
paid by the Trustee on the Purchase Date with respect to such Dividend Payment
Date; provided, however, that if the Trustee purchases the Shares from the
Company, the Trustee's average per Share cost, for purposes of this Section,
shall be the Fair Market Value per Share on such Dividend Payment Date;

5.3.1.2 multiplied by a fraction:

5.3.1.2.1 the numerator of which is
the number of Share Units credited to the Participant's Deferral Account on
the record date for such Dividend; and

5.3.1.2.2 the denominator of which is
the number of Share Units credited to all Participants' Accounts on the record
date for such Dividend.

5.3.2 Share Dividends. If the Company pays a dividend
with respect to Shares in the form of additional Shares, then as of the
Dividend Payment Date, the Company shall credit each Participant's Deferral
Account with a number of Share Units equal to the product of:

5.3.2.1 the Share Units credited to the
Participant's Deferral Account on the record date for such Dividend; and

5.3.2.2 the number of Shares payable as a dividend
for each outstanding Share.

5.3.3 Extraordinary Dividends. Except as set forth in
Sections 5.3.1 and 5.3.2, dividends and distributions in respect of Shares
shall be treated in accordance with Section 12.2.

5.4 Treatment of Excess Cash. An amount representing the
amount received by the Trustee under Section 5.6.1 and not used to purchase
Shares shall be allocated in any reasonable manner by the Administrator,
including, but not limited to, allocating such amounts as of the next Deferral
Date among Participants' Deferral Accounts pro-rata or in proportion to
Participant's Pre-Tax Contributions attributable to such Deferral Date.
Amounts shall be allocated to the purchase of Shares in the order in which
received by the Trustee.

5.5 Election Form. Each Election Form shall be in form and
substance satisfactory to the Administrator, and shall set forth:

5.5.1 the amount of base compensation and/or short term
bonus to be deferred and the Deferral Date(s) on which such deferrals are to
be effected, subject to Section 5.1.3;

5.5.2 the date on which distributions shall commence
under Section 5.8;

5.5.3 if distributions are to commence under Section
5.8.2, whether such distributions will be a single sum or in installments; and

5.5.4 the beneficiary or beneficiaries to whom benefits
should be paid in the event of the Participant's death.

An Election Form providing for the deferral of all or a portion of base
compensation or short term bonus shall remain in effect until revoked or
replaced by a new Election Form. Except for changes in beneficiary designation
as provided in Section 5.11, the revocation of an Election Form or the
replacement of an Election Form shall be effective only with respect to (i)
base compensation earned in the calendar year after the Election Form is
accepted by the Administrator and (ii) short term bonus payable in the
calendar year after the Election Form is accepted by the Administrator.

5.6 Funding.

5.6.1 On or as soon as administratively practicable
following each Deferral Date, an amount equal to the amount deferred by all
Participants shall be paid by the Company to the Trustee, and shall thereafter
be held by the Trustee in accordance with the terms of the Trust Agreement.

5.6.2 Amounts contributed to the Trustee under the Trust
Agreement and assets purchased with such amounts shall be subject to the
claims of the Company's creditors and creditors of Affiliated Companies.

5.6.3 To the extent that any benefits provided under the
Plan are actually paid from the Fund, the Company shall have no further
obligation with respect to such benefits.

5.6.4 Except as provided in Section 5.6.1, neither the
Company nor any Affiliated Company shall be required to segregate or
physically to set aside any funds or assets to satisfy any right to payment
of amounts credited to any Deferral Account. Neither a Participant, nor any
beneficiary nor any other person shall be deemed to have any property
interest, legal or equitable, in any specific asset of the Company or any
Affiliated Company or of the Fund with respect to any right to payment of any
amount pursuant Section 5. To the extent that any person acquires any right
to receive payments under the Plan of an amount credited to an Account, such
right to payment shall be no greater than, nor shall it have any preference or
priority over, the rights of any unsecured general creditor of the Company or
any Affiliated Company.

5.7 Voting Rights. Share Units represent a hypothetical
number of Shares, for bookkeeping purposes only. Accordingly, Participants
shall have no voting rights or any other rights of a shareholder with respect
to such Share Units.

5.8 Commencement and Form of Distribution. Amounts
representing Share Units credited to a Participant's Deferral Account as of
any Deferral Date (and Applicable Dividends with respect to such Share Units)
shall be distributed as described in Section 5.8.1 or Section 5.8.2 as elected
by the Participant in the applicable Election Form.

5.8.1 Except as provided in Sections 5.8.3, 5.8.4 and
5.13, as soon as administratively practicable following the earlier of (i) the
Participant's termination of employment with the Company and all Affiliated
Companies or (ii) the elapse of 12 consecutive full calendar quarters
following any Deferral Date, the Company shall issue or pay to the Participant:

5.8.1.1 a number of Shares equal to the number of
whole Share Units credited to the Participant's Deferral Account with respect
to such Deferral Date; and

5.8.1.2 a number of Shares equal to the number of
whole Share Units comprising the Applicable Dividend with respect to the Share
Units referred to in Section 5.8.1.1; and

5.8.1.3 Any fractional Share Units attributable to
such Deferral Date or comprising the Applicable Dividend shall be added to the
Shares available for distribution on the next subsequent distribution date.
Cash shall be paid in lieu of fractional Share Units if no subsequent
distribution dates are anticipated.

5.8.2 Subject to Sections 5.8.3, 5.8.4 and 5.13, as soon
as administratively practicable following the earlier of (i) the Participant's
termination of employment with the Company and all Affiliated Companies, or
(ii) the date designated by the Participant in his or her Election Form (not
earlier than following the elapse of 12 consecutive full calendar quarters
following the applicable Deferral Date), the Company shall commence to issue
or pay to the Participant:

5.8.2.1 a number of Shares equal to the number of
whole Share Units credited to the Participant's Deferral Account as of such
Deferral Date; and

5.8.2.2. a number of Shares equal to the number
of whole Share Units comprising the Applicable Dividend with respect to the
Share Units referred to in Section 5.8.2.1.

5.8.2.3 Any fractional Share Units attributable to
such Deferral Date or comprising the Applicable Dividend shall be added to the
Shares available for distribution on the next subsequent distribution date.
Cash shall be paid in lieu of fractional Share Units if no subsequent
distribution dates are anticipated.

Cash shall be paid in a single sum payment and Shares shall be issued, as
elected by the Participant in the applicable Election Form, in a single
payment or in substantially equal quarterly installments over ten years. The
Administrator may accelerate any such installment for any reason, in its sole
discretion.

5.8.3 Subject to Section 5.8.4 and notwithstanding the
election made by the Participant under Section 5.8.1 or 5.8.2, as soon as
administratively practicable following the death of a Participant, the Company
shall issue to the Participant's beneficiary or beneficiaries (as designated
in accordance with Section 5.11), a number of Shares equal to the number of
Share Units credited to the Participant's Deferral Account and cash in lieu of
fractional Share Units plus the amount of cash, if any, allocated to such
Deferral Account at the time of such distribution.

5.8.4 Notwithstanding anything in this Section 5 to the
contrary, a Participant or a beneficiary who is otherwise entitled to a
distribution under this Section 5 prior to the approval of the Plan by the
shareholders of the Company shall receive in lieu thereof a payment in cash
equal to the product of (i) the number of Share Units (including Applicable
Dividends) in respect of which such Participant is entitled to a distribution
under this Section 5 multiplied by (ii) the Fair Market Value per Share.

5.9 Unforeseeable Emergency. In the event of an
Unforeseeable Emergency as determined by the Administrator, a Participant may
receive a lump sum payment in an amount necessary to meet the emergency. Such
amount shall be paid in cash or, if the Plan has been approved by the
shareholders of the Company, in Shares, and the Participant's Account shall be
debited accordingly.

5.10 Shares Subject to Distribution. The Shares distributed
under this Section 5 may be unissued shares or treasury shares, including
Shares held in the Fund and Shares bought on the open market. Shares
distributed under this Section shall be validly issued, fully paid and
non-assessable.

5.11 Beneficiary Designation. Each Participant shall
designate on his or her Election Form the beneficiary or beneficiaries who
shall receive payments of Shares under Section 5.8.3 upon the Participant's
death. A Participant may amend any beneficiary designation by filing a
written amendment thereof with the Administrator. If the Participant has not
made an effective beneficiary designation, or if the designated beneficiary
predeceases the Participant, the Participant's beneficiary shall be the
Participant's estate.

5.12 Cash Entitlement Only. Any provision of this Plan to the
contrary notwithstanding, unless and until such time as the Plan is approved
by the shareholders of the Company, a Share Unit credited under this Section 5
shall represent only the right to be paid in cash the Fair Market Value of a
Share at the time otherwise herein provided for such payment.

5.13 Non Pro Rata Deferrals. Notwithstanding any other
provision of this Section 5, with respect to the payment under Section 5.8 of
any Excess Share Units, as hereinafter defined, the Administrator in its sole
discretion may distribute, in lieu of one Share or the Fair Market Value
thereof, an amount in cash equal to the value per Share used for purposes of
Sections 5.2.1.2 and 5.3.1.1.2 in crediting such Excess Share Unit to the
applicable Deferral Account. For purposes of this Section, "Excess Share
Units" shall mean that number of Share Units credited to such Deferral Account
in excess of the number of Share Units that would have been so credited had
the Participant elected a "Pro Rata Deferral"; and a "Pro Rata Deferral" shall
mean a deferral on any Deferral Date of a percentage of base compensation not
in excess of 20%.

6. Matching Contributions.

6.1 Issuance of Restricted Stock. As soon as administratively
practicable following any Deferral Date and subject to Section 6.3, the
Company shall issue, in the name of each Participant, Shares equal to the
number of whole Share Units standing to the credit of such Participant's
Deferral Account under Section 5.2 as of such Deferral Date (less any Share
Units in respect of which Shares have previously been issued under this
Section 6.1). All Shares issued under this Section shall be subject to
forfeiture as provided in Section 6.2.

6.2 Terms of Restricted Stock. Shares issued under Section
6.1 (and Section 6.4) shall be subject to the following terms:

6.2.1 The issuance of Shares shall be subject to the
Participant's execution of an escrow agreement, in form and substance
satisfactory to the Company, which provides that the stock certificate or
stock certificates representing the Shares will be held in escrow by the
Trustee (or such other escrow agent as may be designated by the Company). If
the Participant terminates employment with the Company and all Affiliated
Companies prior to the elapse of 12 consecutive full calendar quarters
following the issuance of such Shares under Section 6.1, (or, as applicable,
following the crediting of Share Units relating thereto and subsequently
replaced thereby under Section 6.4) other than due to death or Disability, the
Participant shall forfeit all rights to the Shares and the Shares shall be
released from escrow and returned to the Company. Subject to Section 6.2.3,
if the Participant remains employed by the Company or any Affiliated Company
until the elapse of 12 consecutive full calendar quarters following the
issuance of such Shares under Section 6.1, (or, as applicable, following
crediting of Share Units relating to and subsequently replaced by such Shares
under Section 6.4) or if earlier, upon (i) a Change in Control or (ii) the
Participant's termination of employment with the Company and all Affiliated
Companies due to death or Disability, the Shares shall be released from escrow
as soon as administratively practicable thereafter and distributed to the
Participant or beneficiary.

6.2.2 The Participant shall be deemed to be the holder
of, and may exercise all of the rights of a record owner of the Shares issued
to him or her under this Section 6 while such Shares are held in escrow (other
than the right to transfer, convey, alienate or encumber the Shares)
including, without limitation, the right to vote such Shares and the right to
receive all cash dividends on such Shares.

6.3 Shares Subject to Matching Contribution. The Shares
issued under this Section 6 may be unissued shares or treasury shares,
including Shares bought on the open market. Shares issued pursuant to the
Plan shall be validly issued, fully paid and nonassessable. Unless otherwise
approved by the shareholders of the Company, the Company shall not issue more
than 24,999 Shares under Section 6.1. On any Deferral Date on or as of which
the Company's obligations under Section 6.1 cannot be satisfied as a result of
the limitation expressed in the previous sentence, Shares available for
issuance shall be allocated pro rata among all Participants making Pre-Tax
Contributions on such Deferral Date.

6.4 Matching Credits Prior to Approval of Plan by
Shareholders. This Section 6.4 shall apply in the event that Participants'
entitlements under Section 6.1 cannot be fulfilled because of the limitation
imposed by Section 6.3. On the applicable Purchase Dates, but as of each
Deferral Date occurring prior to such time as the Plan is approved by
shareholders of the Company, the Administrator shall credit each Participant's
Matching Account with a number of Share Units equal to the number of Share
Units credited on such Purchase Date to the Participant's Account under
Section 5.2, offset by the number of Shares issued to the Participant under
Section 6.1 with respect to such Deferral Date, if any. Matching Accounts
shall be credited with the same number of Share Units credited to the
respective Participant's Deferral Account on or as of the applicable Deferral
Date, and Applicable Dividends in the same manner as set forth in Section 5.3.
Share Units allocated to Matching Accounts shall be subject to the provisions
of Sections 5.6.4, 5.7 and 5.12. As soon as administratively practicable
following approval of the Plan by the shareholders of the Company, the
Matching Accounts shall be extinguished (and the provisions of Sections 6.5
and 6.6 shall thereafter be of no further force or effect) and the Company
shall issue in the name of each Participant, Shares equal to the number of
whole Share Units credited to such Participant's Matching Account. All Shares
issued under this Section shall be subject to forfeiture as provided in
Section 6.2.

6.5 Matching Account Payments. As soon as administratively
practicable following the elapse of 12 consecutive full calendar quarters
following a Deferral Date or, if earlier, upon (i) a Change in Control or (ii)
the Participant's termination of employment due to death or Disability, the
Company shall pay to the Participant an amount in cash determined as follows:

6.5.1 the number of Share Units credited to the
Participant's Matching Account as of such Deferral Date, plus the Applicable
Dividend; multiplied by

6.5.2 the Fair Market Value per Share on the last day of
the calendar quarter immediately preceding such payment.

6.6 Matching Account Forfeitures. If a Participant
terminates employment with the Company and all Affiliated Companies prior to
the elapse of 12 consecutive full calendar quarters following a Deferral Date,
other than due to death or Disability, the Participant shall forfeit the Share
Units credited to his or her Matching Account with respect to such Deferral
Date as well as the Share Units representing the Applicable Dividend.

7. Nonassignment. The rights and privileges conferred under this
Plan and any Shares issued under Sections 6.1 and 6.4 for so long as such
Shares remain subject to forfeiture pursuant to the terms of Section 6.2 shall
not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of such right or privilege or Shares (which
Shares are subject to forfeiture) contrary to the provisions hereof, including
the levy of any attachment or similar process thereon, shall be without effect.

8. Incapacity of Recipient. Any Shares or cash payable under the
Plan, including Shares distributable from escrow under Section 6.2, to a
person who is under a legal disability may be made to or for the benefit of
such person in such of the following ways as the Administrator shall determine:

8.1 to such person;

8.2 to the legal representative of such person;

8.3 to a near relative of such person to be used for such
person's benefit; or

8.4 to pay the expenses of support, maintenance or education
of such person.

The Administrator shall not be required to see to the application by any third
party of payments made pursuant to this Section.

9. Administration. The Plan shall be administered by the Company
or by any person or entity to which the Board delegates administrative
responsibilities under the Plan. The Administrator shall be responsible for
and shall have sole discretion with respect to:

9.1 the maintenance of any records necessary in connection
with the operation of the Plan;

9.2 calculating amounts to be credited to Participants'
Deferral Accounts and Matching Accounts, and the amount of payments due to
Participants and beneficiaries from such Accounts;

9.3 interpreting the provisions of the Plan;

9.4 directing the Trustee to pay benefits out of the Fund;
and

9.5 otherwise administering the Plan in accordance with its
terms.

10. Claims Procedures. At any time that the Administrator makes a
determination adverse to a Participant or beneficiary with respect to a claim
for benefits or participation under the Plan, the Administrator shall notify
the claimant in writing of such determination, setting forth:

10.1 the specific reason for such determination;

10.2 a reference to the specific provision or provisions of
the Plan on which such determination is based;

10.3 a description of any additional material or information
necessary to perfect the claim, and an explanation of the reason that such
material is required; and

10.4 an explanation of the rights and procedures set forth in
this Section 10.

A person who receives notice of an adverse determination by the Administrator
with respect to a claim may request, within 60 days of receipt of such notice,
that the Administrator review the previous determination. This request may be
made on behalf of a claimant by a duly authorized representative. The
claimant or representative may review pertinent documents and submit issues
and comments with respect to the controversy to the Administrator. The
Administrator shall render a decision within 60 days of receipt of a request
for review, which decision shall be in writing and shall set forth the
specific reasons for the decision reached and the specific provisions of the
Plan on which the decision is based. A copy of the ruling shall be forwarded
to the claimant.

11. Employee Benefit Plans. The Plan shall not in any way affect a
Participant's right to participate in any pension, profit-sharing, incentive,
thrift, group insurance, death benefit, stock option, termination pay or
similar plans of the Company or any Affiliated Company, which are now in
effect or may hereafter be adopted, to the extent that the Participant is
entitled to participate under the applicable terms and provisions of such
plans. Contributions and benefits under the Plan shall not be included in
determining a Participant's benefits under any retirement plan qualified under
section 401(a) of the Internal Revenue Code of 1986, as amended, in which such
Participant may participate, except as may otherwise be provided in such other
plan.

12. Amendment and Termination.

12.1 The Plan shall remain in effect until terminated by the
Board. The Board shall have the power to amend or terminate the Plan at any
time, and to freeze or suspend contributions to the Plan at any time, provided
that the amendment or termination of the Plan shall not impair the rights of
any Participant with respect to any amount credited to an Account at the time
of amendment or termination without the Participant's consent. The Board may
submit certain amendments to the shareholders for their approval in order to
comply with Rule 16b-3, or for any other reason.

12.2 With the exception of the events described in Sections
5.3.1 and 5.3.2, in the event that the Board determines that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares
such that an adjustment is determined by the Board to be appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Board may, in such
manner as it may deem equitable, make such adjustments and take such actions in
respect of Shares and Share Units hereunder as it deems appropriate, desirable
or necessary.

13. Miscellaneous.

13.1 The existence of the Plan and the execution of an
Election Form, and any actions undertaken thereunder, shall not confer upon
the Participant any right to continued employment by the Company or any
Affiliated Company.

13.2 The Plan shall be administered under and in accordance
with the laws of Pennsylvania.

13.3 The terms of the Plan and the Election Forms and the
decisions of the Administrator shall be binding upon the Company and all
Affiliated Companies, their successors and assigns, and each Participant and
his or her heirs and legal representatives.

13.4 Prior to any distribution of Shares to the Participant
hereunder, the Participant and the Company shall enter into a mutually
satisfactory arrangement to satisfy applicable federal, state, local or other
tax withholding requirements with respect to the distribution.
Any taxes imposed on a Participant shall be the sole responsibility of the
Participant. Without limiting the generality of the foregoing, if any
contribution or payment under the Plan obligates the Company or an Affiliated
Company to deduct or withhold an amount for purposes of federal, state, local
or other taxes, such obligation may be satisfied by (1) deducting such taxes
from any contributions or payments made pursuant to the Plan or any cash
compensation payable with respect to the Participant or (2) the remittance by
the Participant of an amount equal to the amount required to be deducted or
withheld prior to such contribution or payment, as determined by the Company
or the Affiliated Company in its sole discretion.

13.5 Effect of Denial of Tax Treatment. Pre-tax Contributions
under Section 5 and issuances of Shares under Section 6 are intended to be
taxable to Participants no earlier than the time that Shares or other amounts
are distributed by the Trustee or the escrow agent, as the case may be. If,
in the sole determination of the Administrator, taxation of any such amount to
Participants is accelerated to any earlier time, the Administrator shall cause
that number of Shares or other amounts to be distributed to Participants equal
in value to the accelerated income.

13.6 Section 16. The Administrator may issue special rules
relating to participation by Employees who are subject to Section 16 of the
Securities Exchange Act of 1934, as amended from time to time.

C-TEC CORPORATION

By: ____________________

Date: __________________

EXHIBIT 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration
statement of C-TEC Corporation on Form S-8 of our report, dated March 10,
1995, on our audits of the consolidated financial statements and financial
statement schedules of C-TEC Corporation and subsidiaries as of December
31, 1994 and 1993 and for the years ended December 31, 1994, 1993 and 1992,
which report is included in the Company's Annual Report on form 10-K/A for
the year ended December 31, 1994.

/s/ COOPERS & LYBRAND L.L.C.
----------------------------
COOPERS & LYBRAND L.L.C.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
November 22, 1995

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, David C. McCourt do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

1. I authorize said attorney in fact to specifically execute in my
name and on my behalf the C-TEC Corporation Form S-8 Registration Statement
regarding the C-TEC Corporation Executive One-for-One Stock Purchase Plan, and
any amendments thereto, and to file said form to the Securities and Exchange
Commission, 450 5th Street, N.W., Washington, D.C. 20549, and relative
instruments in writing which he may deem requisite or proper to effectuate
specifically the execution and delivery of the above-mentioned form with the
same validity as I could, if personally present, and I hereby ratify and
affirm that my said attorney as I may deem to act for me, shall do, by virtue
of these presents, herein set forth by me.

2. All rights, powers and authority of said attorney in fact to
exercise any and all of the specific rights and powers herein granted shall
commence and be in full force and effect as of the date hereof and such
specific rights, powers and authority shall remain in full force and effect
thereafter until termination in writing by me.

3. I give to said attorney in fact full power and authority to
appoint a substitute to perform all such of the acts that said attorney in
fact is by this instrument authorized to perform, with the right to revoke
such appointment of substitute at pleasure.

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ David C. McCourt
(SEAL) --------------------
David C. McCourt

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Michael J. Mahoney do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Michael J. Mahoney
(SEAL) ----------------------
Michael J. Mahoney

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Richard R. Jaros do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Richard R. Jaros
(SEAL) --------------------
Richard R. Jaros

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Robert E. Julian do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Robert E. Julian
(SEAL) --------------------
Robert E. Julian

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Thomas C. Stortz do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Thomas C. Stortz
(SEAL) --------------------
Thomas C. Stortz

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, David C. Mitchell do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ David C. Mitchell
(SEAL) ---------------------
David C. Mitchell

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Frank M. Henry do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Frank M. Henry
(SEAL) ------------------
Frank M. Henry

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Daniel E. Knowles do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Daniel E. Knowles
(SEAL) ---------------------
Daniel E. Knowles

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Eugene Roth do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Eugene Roth
(SEAL) ----------------
Eugene Roth

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Stuart E. Graham do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

1. I authorize said attorney in fact to specifically execute in
my name and on my behalf the C-TEC Corporation Form S-8 Registration
Statement regarding the C-TEC Corporation Executive One-for-One Stock
Purchase Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or
proper to effectuate specifically the execution and delivery of the above-
mentioned form with the same validity as I could, if personally present,
and I hereby ratify and affirm that my said attorney as I may deem to act
for me, shall do, by virtue of these presents, herein set forth by me.

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Stuart E. Graham
(SEAL) --------------------
Stuart E. Graham

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Walter Scott, Jr. do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ Walter Scott, Jr.
(SEAL) ---------------------
Walter Scott, Jr.

Witness:

/s/ Steven G. Miller

SPECIFIC POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, James Q. Crowe do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name:

IN WITNESS WHEREOF, I hereunto set my hand and seal this 30th day of
November, 1995.

/s/ James Q. Crowe
(SEAL) ------------------
James Q. Crowe

Witness:

/s/ Steven G. Miller