As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PECO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0970240
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
(Address of principal executive offices) (Zip Code)
PECO ENERGY COMPANY
DEFERRED COMPENSATION AND SUPPLEMENTAL PENSION BENEFIT PLAN
(Full title of the plan)
J. Barry Mitchell, Vice President - Finance and Treasurer
PECO Energy Company
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
(Name and address of agent for service)
(215) 841-4000
(Telephone number, including area code, of agent for service)
Copy of all communications to:
JAMES W. DURHAM, ESQ. BRIAN J. DOUGHERTY, ESQ.
Senior Vice President Morgan, Lewis & Bockius LLP
and General Counsel 2000 One Logan Square
P.O. Box 8699 Philadelphia, PA 19103
2301 Market Street (215) 963-4833
Philadelphia, PA 19101
(215) 841-4000
<TABLE>
CALCULATION OF REGISTRATION FEE
Amount to be Proposed maximum Proposed maximum Amount of
<CAPTION>
Title of securities registered offering price aggregate registration fee
to be registered per share offering price (2)
<S> <C> <C> <C> <C>
Deferred Compensation $11,200,000 100% $11,200,000 $3,394
Obligations (1)
<FN>
(1) The Deferred Compensation Obligations are unsecured obligations of PECO
Energy Company to pay deferred compensation in the future in accordance
with the terms of the PECO Energy Company Deferred Compensation and
Supplemental Pension Benefit Plan.
(2) Estimated solely for the purpose of determining the registration fee.
</FN>
<PAGE>
PART I
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC pursuant to Section 13 of
the Exchange Act by PECO Energy (File No. 1-1401) are incorporated herein by
reference:
1. PECO Energy's Annual Report on Form 10-K for the year ended December
31, 1996; 2. PECO Energy's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and 3. PECO Energy's Current Reports on
Form 8-K dated January 23, 1997, January 24, 1997, January 30,
1997, February 21, 1997, February 27, 1997, March 25, 1997, April
1, 1997, April 14, 1997, April 25, 1997, May 8, 1997, May 12, 1997
and May 22, 1997.
Each document filed subsequent to the date of this registration
statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to the termination of the offering shall be deemed to be incorporated by
reference in this registration statement and shall be a part hereof from the
date of filing of such document. Any statement contained herein or in a document
all or a portion of which is 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 or is 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.
Under the PECO Energy Company Deferred Compensation and Supplemental
Pension Benefit Plan (the "Plan"), the Company will provide eligible employees
the opportunity to enter into agreements for the deferral of a portion of their
future cash compensation, all or a portion of their future awards under the PECO
Management Incentive Compensation Plan and all or a portion of their lump sum
<PAGE>
payments under the Supplemental Pension Benefit provisions of the Plan. The
obligations of the Company under such agreements (the "Obligations") will be
unsecured general obligations of the Company to pay the deferred compensation in
the future in accordance with the terms of the Plan, and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time to
time outstanding.
The amount of compensation to be deferred by each participating
employee will be determined in accordance with the Plan based on elections by
the employee. Each Obligation will be payable upon termination of employment or
retirement in accordance with the terms of the Plan. The Obligations will be
indexed to one or more Earnings Options individually chosen by each employee
participant from the list of mutual funds available under the PECO Energy
Company Employee Savings Plan. Each employee participant's Obligation will be
adjusted to reflect the investment experience of the selected Earnings Options,
including any appreciation or depreciation. The Company is under no obligation
to invest in such Earnings Options. The Obligations will be denominated and be
payable in United States dollars.
An employee participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by the terms of the Plan in the event there is no designated
beneficiary or by court order in the case of marital dispute.
The Obligations are not subject to redemption, in whole or in part, at
the option of the Company prior to termination of employment, retirement or the
individual payment dates specified by the participating employees. The Plan
provides certain default distribution methods; however, participant may elect to
receive a distribution under the Plan in such manner as is acceptable to the
Plan Administrator. In addition, the Plan Administrator may, in its discretion,
direct that a participant be paid an amount (not to exceed his Obligation)
sufficient to meet a financial hardship as defined in the Plan. The Company
reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall (i) result in the distribution of amounts
credited to a participant's deferral account in any manner other than as
provided in the Plan, or (ii) reduce the availability of amounts previously
deferred. The rules relating to distribution may be generally altered or
specifically waived by the Plan Administrator in its sole discretion, but may
not reduce the availability of amounts previously deferred unless it is
necessary to do so to preserve the tax deferral on amounts deferred.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.
Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against any liability asserted against such person and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify the person against such
liability under the provisions described above.
PECO Energy's Bylaws provide that PECO Energy is obligated to indemnify
directors and officers and other persons designated by the Board of Directors
<PAGE>
against any liability including any damage, judgment, amount paid in settlement,
fine, penalty, cost or expense (including, without limitation, attorneys' fees
and disbursements) incurred in connection with any proceeding. The Bylaws
provide that no indemnification shall be made where the act or failure to act
giving rise to the claim for indemnification is determined by arbitration or
otherwise to have constituted willful misconduct or recklessness or attributable
to receipt from PECO Energy of a personal benefit to which the recipient is not
legally entitled.
As permitted by PBCL Section 1713, PECO Energy's Bylaws provide that
directors generally will not be liable for monetary damages in any action
whether brought by shareholders directly or in the right of PECO Energy or by
third parties unless they fail in the good faith performance of their duties as
fiduciaries (the standard of care established by the PBCL), and such failure
constitutes self-dealing, willful misconduct or recklessness. The PBCL states
that this exculpation from liability does not apply to the responsibility or
liability of a Director pursuant to any criminal statute or the liability of a
Director for the payment of taxes pursuant to Federal, state or local law. It
may also not apply to liabilities imposed upon directors by the Federal
securities laws. PBCL Section 1715(d) creates a presumption, subject to
exceptions, that a Director acted in the best interests of the corporation. PBCL
Section 1712, in defining the standard of care a Director owes to the
corporation, provides that a Director stands in a fiduciary relation to the
corporation and must perform his duties as a Director or as a member of any
committee of the Board in good faith, in a manner he reasonably believes to be
in the best interests of the corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence would
use under similar circumstances.
PECO Energy has purchased directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit
Number Exhibit
- ------- -------
5 Opinion of Morgan, Lewis & Bockius, LLP re: legality
23.1 Consent of Morgan, Lewis & Bockius, LLP (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
99 PECO Energy Company Deferred Compensation and Supplemental Pension
Benefit Plan
<PAGE>
Item 9. Undertakings.
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;
(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 subparagraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the information required to
be included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered that remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration
statement 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.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Philadelphia, Pennsylvania, on the 23rd day of May 1997.
PECO ENERGY COMPANY
By: /s/ J. F. Paquette, Jr.
----------------------------
J. F. Paquette, Jr.
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints C. A. McNeill, Jr. and J. F.
Paquette, Jr., or either of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to each Registration Statement amended hereby, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Capacity Date
/s/ J. F. Paquette, Jr. Chairman of the Board and Director May 23, 1997
- ------------------
J. F. Paquette, Jr.
/s/ C. A. McNeill, Jr. President, Chief Executive Officer and May 23, 1997
- ----------------- Director (Principal Executive Officer)
C.A. McNeill, Jr.
/s/ K. G. Lawrence Senior Vice President - Finance and Chief
- ------------------ Financial Officer (Principal Financial and
K. G. Lawrence Accounting Officer) May 23, 1997
This registration statement has also been signed by C. A. McNeill, Jr.,
Attorney-in-Fact, on behalf of the following Directors on the date indicated:
Susan W. Catherwood James A. Hagen
M. Walter D'Alessio Kinnaird R. McKee
G. Fred DiBona Joseph J. McLaughlin
R. Keith Elliott ohn M. Palms
Richard G. Gilmore Ronald Rubin
Richard H. Glanton Robert Subin
By: /s/ C. A. McNeill, Jr. May 23, 1997
-----------------------
C. A. McNeill, Jr.
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Number
Number Exhibit Page
- ------- ------- -------
5 Opinion of Morgan, Lewis & Bockius LLP
re: legality
23.1 Consent of Morgan, Lewis & Bockius, LLP
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
99 PECO Energy Company Deferred Compensation
and Supplemental Pension Benefit Plan
</TABLE>
Exhibit 5
May 23, 1997
PECO Energy Company
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
Ladies/Gentlemen:
We have acted as counsel for PECO Energy Company, a Pennsylvania corporation
(the "Company") in connection with the proposed filing with the Securities and
Exchange Commission expected to be made on or about May 23, 1997 under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering $11,200,000 of Deferred
Compensation Obligations which represent unsecured obligations of the Company to
pay deferred compensation in accordance with the terms of the PECO Energy
Company Deferred Compensation and Supplemental Pension Benefit Plan (the
"Plan"). We have examined such records and have made such examination of law as
we deem appropriate in connection with rendering such opinion.
Based upon the foregoing, we advise you that, in our opinion, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or general equity principles.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent we do not admit that we are in the category of
persons whose consent is required under Section 7 for the Securities Act of 1933
or the rules and regulations for the Securities and Exchange Commission
thereunder.
Very truly yours,
Morgan, Lewis & Bockius, LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of our
report dated February 3, 1997, on our audits of the consolidated financial
statements and financial statement schedule of PECO Energy Company and
Subsidiary Companies.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
May 23, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Corbin A. McNeill,
Jr., of Kennett Square, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A.
MCNEILL, JR., or either of them, attorney for me and in my name and on my behalf
to sign the Registration Statement, and any amendments thereto, of PECO ENERGY
COMPANY to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, in connection with the registration of
securities with respect to the PECO Energy Company Deferred Compensation and
Supplemental Pension Plan, and generally to do and perform all things necessary
to be done in the premises as fully and effectually in all respects as I could
do if personally present.
Dated: May 23, 1997
/s/ Corbin A. McNeill, Jr. (L.S.)
-----------------------------------
Corbin A. McNeill, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Joseph F. Paquette,
Jr. of Gladwyne, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL,
JR., or either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Deferred Compensation and Supplemental
Pension Plan, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Joseph F. Paquette, Jr. (L.S.)
---------------------------------
Joseph F. Paquette, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Susan W. Catherwood
of Bryn Mawr, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR.,
or either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Deferred Compensation and Supplemental Pension
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: May 23, 1997
/s/ Susan W. Catherwood (L.S.)
-------------------------------
Susan W. Catherwood
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, M. Walter D'Alessio
of Philadelphia, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL,
JR., or either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Deferred Compensation and Supplemental
Pension Plan, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ M. Walter D'Alessio (L.S.)
------------------------------
M. Walter D'Alessio
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, G. Fred DiBona of
Bryn Mawr, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Deferred Compensation and Supplemental Pension
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: May 23, 1997
/s/ G. Fred DiBona (L.S.)
-------------------------
G. Fred DiBona
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, R. Keith Elliott of
Mendenahall, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR.,
or either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Deferred Compensation and Supplemental Pension
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: May 23, 1997
/s/ R. Keith Elliott (L.S.)
----------------------------
R. Keith Elliott
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Richard G. Gilmore
of West Chester, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL,
JR., or either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Deferred Compensation and Supplemental
Pension Plan, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Richard G. Gilmore (L.S.)
------------------------------
Richard G. Gilmore
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Richard H. Glanton
of Philadelphia, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL,
JR., or either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Deferred Compensation and Supplemental
Pension Plan, and generally to do and perform all things necessary to be done
in the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Richard H. Glanton (L.S.)
-----------------------------
Richard H. Glanton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, James A. Hagen of
Villanova, PA, do hereby appoint J.F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Deferred Compensation and Supplemental Pension
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: May 23, 1997
/s/ James A. Hagen (L.S.)
--------------------------
James A. Hagen
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Kinnaird R. McKee
of Oxford, MD, do hereby appoint J.F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, in connection with the registration of securities with respect
to the PECO Energy Company Deferred Compensation and Supplemental Pension
Plan, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: May 23, 1997
/s/ Kinnaird R. McKee (L.S.)
----------------------------
Kinnaird R. McKee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Joseph J.
McLaughlin of Rosemont, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A.
MCNEILL, JR., or either of them, attorney for me and in my name and on my
behalf to sign the Registration Statement, and any amendments thereto, of PECO
ENERGY COMPANY to be filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, in connection with the registration of
securities with respect to the PECO Energy Company Deferred Compensation and
Supplemental Pension Plan, and generally to do and perform all things necessary
to be done in the premises as fully and effectually in all respects as I could
do if personally present.
Dated: May 23, 1997
/s/ Joseph J. McLaughlin (L.S.)
--------------------------------
Joseph J. McLaughlin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, John M. Palms of
Columbia, SC, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Deferred Compensation and Supplemental
Pension Plan, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ John M. Palms (L.S.)
--------------------------
John M. Palms
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Ronald Rubin of
Narberth, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign
the Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Deferred Compensation and Supplemental
Pension Plan, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Ronald Rubin (L.S.)
-----------------------
Ronald Rubin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Robert Subin of
Blue Bell, PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MCNEILL, JR., or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration of securities with
respect to the PECO Energy Company Deferred Compensation and Supplemental
Pension Plan, and generally to do and perform all things necessary to be
done in the premises as fully and effectually in all respects as I could do if
personally present.
Dated: May 23, 1997
/s/ Robert Subin (L.S.)
------------------------
Robert Subin
Exhibit 99
PECO Energy Company
Deferred Compensation and
Supplemental Pension Benefit Plan
(Effective Date: November 1, 1981)
(As Amended Through November 25, 1996)
The purposes of this plan are to permit the total pension of
executive employees of PECO Energy Company ("PECO") to be determined on a basis
that is no less favorable than for all other employees of PECO, to consolidate
prior deferred compensation agreements with certain of PECO's executive
employees into one document, to offset the impact of deferrals under the PECO
Management Incentive Compensation Plan on the pensions of participating
employees, and to provide uniform rules and regulations of plan administration.
PECO therefore adopts the following plan of Deferred
Compensation and Supplemental Pension Benefit Plan (the "Deferred Compensation
Plan" or the "Plan"):
1. Administration. This Deferred Compensation Plan shall be
administered by the Compensation Committee (the "Committee") of the Board of
Directors of PECO (the "Board"). The Committee shall interpret the Deferred
Compensation Plan; make factual determinations; establish such rules and
regulations of plan administration that it deems appropriate; and appoint an
administrator to assist the Committee in its responsibilities. The Committee's
decisions with respect to the construction, administration and interpretation of
the Plan shall be conclusive and binding, unless otherwise determined by the
Board. The cost of the plan administration shall be paid by PECO, and shall not
be charged against the deferred accounts of Plan participants.
2. Eligibility. Eligibility under the Deferred Compensation
Plan is restricted to key management employees whose eligibility is determined
by the Committee. Notwithstanding the foregoing, any employee who contributes an
amount to the Deferred Compensation Plan through PECO's Management Incentive
Compensation Plan shall be automatically eligible to participate in the Deferred
Compensation Plan to the extent of such contribution.
3. Deferrals.
(a) Subject to such rules and procedures as the
Committee deems appropriate, each eligible employee may elect in writing (i)
effective November 1, 1981 (the "Effective Date"), to receive a portion of
his or her future cash compensation as deferred compensation, provided each
such election is made prior to the period with respect to which the
compensation is earned or otherwise payable, (ii) effective June 1, 1988 to
receive all or a portion of his or her future awards under the PECO
Management Incentive Compensation Plan as deferred compensation, provided
each such election is made prior to the end of the calendar year with
respect to which the award is calculated, and (iii) effective November 25, 1996
to receive all or a portion (in increments of 1%) of the lump
sum payment pursuant to Paragraph 9(b)(1), below, as deferred compensation,
provided such election is made prior to the calendar year in which such lump sum
is scheduled to be paid and at least ninety (90) days prior to the date such
lump sum is scheduled to be paid.
Deferred amounts shall be credited to a deferral account in
the participant's name ("Deferral Account") for later distribution. Each
participant's Deferral Account shall be a bookkeeping entry only, and PECO shall
not be required to fund the Deferral Account. Any assets that may be held by
PECO to fund a Deferral Account shall at all times remain unrestricted assets of
PECO in its corporate capacity and not as fiduciary, and shall be subject to the
claims of PECO's general creditors. Pending distribution, after the Effective
Date each participant's Deferral Account shall be credited with earnings or
interest as provide in Paragraph 3(b).
(b) (1) For purposes of measuring the
earnings or losses credited to his Deferral Account, the participant
may select, from among the investment vehicles available from time to
time under the PECO Energy Company Employee Savings Plan (the
"Savings Plan"), the investment media in which all or part of his
Deferral Account shall be deemed to be invested.
(2) The participant shall make an
investment designation in the form and
manner prescribed by the Committee or its designee, which shall remain
effective until another valid designation has been made by the
participant as herein provided. The participant may amend his
investment designation at such times and in such manner as prescribed
by the Committee or its designee. A timely change to the participant's
investment designation shall become effective as soon as
administratively practicable.
(3) The investment media deemed to be
made available to the participant, and
any limitation on the maximum or minimum percentages of the
participant's Deferral Account that may be deemed to be invested in any
particular medium, shall be the same as available or in effect from
time-to-time under the Savings Plan.
(4) Except as provided below, the
participant's Deferral Account shall be deemed to be invested in
accordance with his investment designations, and the Deferral Account
shall be credited with earnings (or losses) as if invested as directed
by the participant. If -
(i) the participant does not
furnish complete investment instructions, or
(ii) the investment instructions
from the participant are unclear,
then the Deferral Account shall be credited with interest compounded
and adjusted monthly, at a rate equal to the prime commercial lending
rate of The Chase Manhattan Bank, N.A. in effect at the opening of
business on the 15th day of each month (or if such day is a
non-business day, on the first business day thereafter) plus 1/2 of 1%.
The Deferral Accounts maintained pursuant to this Plan are for
bookkeeping purposes only and PECO is under no obligation to invest
such amounts.
PECO shall provide a statement to the participant not
less frequently than annually showing such information as is
appropriate, including the aggregate amount in his Deferral Account, as
of a reasonably current date.
4. Prior Deferrals. The status of prior deferrals under
individual contracts of deferred compensation shall be determined under the
respective individual contracts until the Effective Date. After the Effective
Date, in consideration of the supplemental pension benefit under Paragraph 9
below, the participant shall surrender any and all rights in amounts previously
credited for additional pension benefits under individual contracts and the
accumulated interest thereon (excluding amounts allocable for preretirement
contingent annuitant option coverage). The balance of the employee's deferred
compensation (including amounts allocable for preretirement contingent annuitant
option coverage with interest thereon) shall be credited to his or her Deferral
Account. Those employees with prior deferrals who have retired or otherwise
separated from service prior to the Effective Date shall not participate in the
Deferred Compensation Plan, and their rights shall be determined under the
respective individual contracts.
5. Distributions. If the participant's employment with PECO is
terminated for retirement, the amount standing to a participant's Deferral
Account shall be distributed to the participant commencing after the
participant's separation from service when the participant's accrued benefit
begins to be paid under PECO's Service Annuity Plan. Distributions shall be paid
monthly over 15 consecutive twelve-month periods.
Each payment shall be determined by multiplying the balance
remaining to the credit of the Deferral Account at the beginning of such
twelve-month period (including earnings or interest credited under Paragraph
3(b)) by a fraction, the numerator of which is "1" and the denominator of which
is the number of twelve-month periods (including the current period) for which
payments are yet to be made. If application of the foregoing would result in a
payment for any twelve-month period of less than $12,000 the amount payable for
such period shall be at the rate of $12,000 per twelve-month period, until the
Deferral Account is exhausted. Any unpaid balance in the Deferral Account shall
be credited with earnings or interest as provided in Paragraph 3(b). If the
participant is ineligible to receive benefits under the Service Annuity Plan,
benefits will begin to be paid on or about the first business day of the month
following the later of the month the participant reaches age 65 or actually
retires.
In any calendar year prior to the calendar year in which
payments are scheduled to begin and at least ninety (90) days prior to the date
such payments are scheduled to begin, a participant may elect to receive the
amounts payable hereunder in such other manner as is acceptable to the
Committee, provided that no such election shall accelerate the commencement of
benefits. Notwithstanding the foregoing, however, a participant who retires from
employment with PECO under any early retirement incentive arrangement or
non-recurring reduction in force (including, but not limited to, the 1990
Special Retirement and Service Completion Plan, the 1993 Nuclear Voluntary
Retirement Plan, the 1993 Nuclear Voluntary Separation Plan, the 1993 Nuclear
Involuntary Separation Plan, the 1994 Voluntary Retirement Incentive Plan ("1994
VRIP") and the 1994 Voluntary Separation Incentive Plan ("1994 VSIP")) may,
prior to separation from service with PECO, make a one-time irrevocable election
to receive a lump sum distribution of his or her account (or, in the case of a
retirement under the 1994 VRIP or VSIP, a distribution paid over a period of
three (3) years or in such other manner as may be acceptable to the Committee)
in accordance with the terms of such arrangement or reduction in force and, if
such election is approved by PECO, receive such a distribution upon his or her
retirement. If at any time a participant's employment with PECO is terminated
(other than for retirement), unless otherwise directed by the Committee, he or
she shall receive his or her account balance (with accrued earnings or interest)
in a lump sum upon termination of employment with PECO, determined as of the
date of separation from service.
Notwithstanding the foregoing, a participant whose employment
with PECO was terminated for retirement and who is receiving installment
payments of his or her Deferral Account ("a retired participant"), or the
beneficiary of a deceased retired participant, may elect to receive 90% of the
balance of his or her Deferral Account in a lump sum. The remaining 10% of the
balance of his or her Deferral Account shall be forfeited.
6. Death Benefits. Each participant shall designate a
beneficiary or beneficiaries to receive any payments provided under Paragraphs 3
or 4 after the participant's death. The beneficiaries, and any priority or
allocation between them, shall be designated in the manner specified by the
Committee. If a participant dies before the entire balance in his or her
Deferral Account has been paid out, the remaining balance shall be paid in the
same form and number of installments as would have been the case had the
participant lived (and terminated his or her employment on the date of his or
her death, if he or she died while in the employment of PECO). If the
participant is not survived by a designated beneficiary, the participant's
beneficiary shall be the participant's spouse, if living, or otherwise, the
participant's estate. If a beneficiary survives the participant but dies before
the entire balance payable to him or her has been distributed, any remaining
balance shall be paid to the beneficiary's estate. In the absence of contrary
proof, the participant shall be deemed to have survived any designated
beneficiary. A participant may change his or her beneficiary designation under
this Paragraph at any time until his or her death by filing a written
beneficiary designation with the Company, in the manner specified by the
Committee.
7. Financial Hardship. The Committee may, in its discretion,
direct that a participant be paid an amount in cash (not in excess of the
balance of his or her Deferral Account) sufficient to meet a financial hardship.
Financial hardship shall mean (a) medical care for the participant, a member of
his or her family, or any other person for whom the participant wishes or is
legally required to provide such care; (b) education costs for a participant,
spouse or child; (c) acquiring, constructing or renovating the participant's
principal residence; or (d) other similar substantial and nonrecurring expenses
for the welfare of the participant and his or her dependents, as the Committee
shall determine in its sole discretion. To preserve the tax benefits of the
deferral program, the Committee may require evidence of financial hardship.
8. No Assignment or Alienation of Benefits. Except as
hereinafter provided with respect to marital disputes, a participant's Deferral
Account may not be voluntarily or involuntarily assigned or alienated. In cases
of marital dispute, PECO will observe the terms of the Plan unless and until
ordered to do otherwise by a state or Federal court. As a condition of
participation, a participant agrees to hold PECO harmless from any claim that
arises out of PECO's obeying the final order of any state or Federal court,
whether such order effects a judgment of such court or is issued to enforce a
judgment or order of another court.
9. Supplemental Pension Benefit.
(a) PECO will supplement a participant's monthly
pension or preretirement death benefit payable under the Service Annuity
Plan by the amount which is the difference, if any, between such pension or
preretirement death benefit and the monthly pension or preretirement death
benefit which would have been payable under the Service Annuity Plan as if:
(i) the provisions of that Plan were administered without regard to the
maximum benefit limitations or the maximum compensation limitations imposed
under the Internal Revenue Code of 1986, as amended; (ii) for purposes of
calculating the participant's benefit under Section 3.1(a) (the "2% accrued"
formula), the participant's salary includes in the year payable (whether or
not deferred) the amount of any award under PECO's Management Incentive
Compensation Plan or the prior Incentive Compensation Plan; (iii) for purposes
of calculating the participant's benefit under Section 3.1(b) (the "minimum"
formula), the participant's annual base salary includes the amount of any
award under PECO's Management Incentive Compensation Plan, whether
paid currently or deferred, and in either case imputed ratably over the months
worked by the participant in the year earned; and (iv) for purposes of both
benefit formulas under the Service Annuity Plan, the participant's salary had
not been reduced (whether before or after the Effective Date) in connection with
a deferral of cash compensation. In addition, for any participant whose
compensation is established by the Board, such supplemental benefit will also
reflect the following adjustment: for purposes of calculating the participant's
benefit under Section 3.1(b) (the "minimum" formula), the participant's annual
base salary shall include the amount of any award under PECO's prior Incentive
Compensation Plan, whether paid currently or deferred, and in either case
imputed ratably over the months worked by the participant in the year earned.
Except as otherwise determined by the Committee, or as otherwise elected by the
participant under this Paragraph, supplemental pension and death benefits will
be in the same form and paid to the employee (or on his or her behalf, to his or
her beneficiaries) in the same manner as payment of retirement and death
benefits under the Service Annuity Plan. This supplement shall also reflect to
the appropriate extent any post-retirement benefit increases with respect to
benefits under the Service Annuity Plan.
(b) (1) In any calendar year before the year of
retirement but in no event less than ninety days prior to retirement, a
participant, while employed by PECO, may elect to receive the present
value of all or a portion (in increments of 25%) of the supplemental
retirement benefit payable to the participant under Paragraph 9(a) in a
lump sum at retirement; provided, however, that no such election shall
accelerate the commencement of benefits. Notwithstanding the foregoing,
however, a participant who retires from employment with PECO under any
early retirement incentive arrangement or non-recurring reduction in
force (including, but not limited to, the 1990 Special Retirement and
Service Completion Plan, the 1993 Nuclear Voluntary Retirement
Incentive Plan, the 1993 Nuclear Voluntary Separation Plan, the 1993
Nuclear Involuntary Separation Plan, the 1994 Voluntary Retirement
Incentive Plan and the 1994 Voluntary Separation Incentive Plan) may,
prior to separation from service with PECO, make a one-time irrevocable
election to receive a lump sum distribution of the present value of all
or a portion of the supplemental retirement benefit payable to the
participant under Paragraph 9(a) in accordance with the terms of such
arrangement or reduction in force and, if such election is approved by
PECO, receive such a distribution upon his or her retirement.
(2) The present value of amounts payable
in a lump sum pursuant to this
Paragraph 9(b) will be actuarially determined by discounting the
expected stream of annuity payments (based upon the life expectancy of
the participant and, if applicable, the life expectancy of the
participant's beneficiary as provided under the Contingent Annuity
Option of the PECO Service Annuity Plan, determined as of the date of
payment under the mortality table used in the most recent actuarial
analysis of the PECO Service Annuity Plan) at a rate equivalent to the
Pension Benefit Guaranty Corporation (PBGC) Immediate Annuity Rate in
effect on January 1 of the year of retirement; provided, however, that
a lump sum payable pursuant to a lump sum election made prior to June
1, 1993 (even if such election was later modified to apply to a lesser
portion of the amount payable) shall be valued using the PBGC Immediate
Annuity Rate in effect during the month in which the election is made,
if the use of such rate would result in a larger lump sum payment. Such
calculation shall reflect the Contingent Annuity Option benefit under
the PECO Service Annuity Plan if the participant otherwise satisfies
the conditions for that benefit, but shall not reflect any possible
post-retirement benefit increases; provided, however, that, if the
participant's Contingent Annuity Option election under the PECO Service
Annuity Plan is not irrevocable at the time the lump sum payment is
made hereunder, the participant will receive an initial lump sum
payment reflecting the Contingent Annuity Option resulting in the
smallest lump sum payment from the Deferred Compensation Plan and, at
age 65 (or at the participant's death, if earlier), a payment will be
made to the participant (or his or her beneficiary) equal to the
balance due the participant (which shall be the present value of the
difference between the value of the total pension payable to the
participant or beneficiary at such time over the sum of the value of
benefits payable to the participant or beneficiary under the Service
Annuity Plan and the lump sum previously paid, taking into account the
Contingent Annuity Option then in effect, the Contingent Annuity Option
in effect between retirement and age 65, and increases in benefit
payable under the Service Annuity Plan due to adjustment of Internal
Revenue Code limitations, and reflecting the interest rate used to
calculate the prior lump sum). The specific calculation methodology and
manner of payment, which will be made in a manner acceptable to the
Committee, will be applied in a uniform, non-discriminatory fashion. An
election made pursuant to Paragraph 9(b)(1), once made, shall be
irrevocable; provided, however, that a participant who made an election
prior to June 1, 1993 to receive the entire supplemental retirement
benefit payable to the participant hereunder in a lump sum may, while
employed by PECO, make one subsequent election on or after June 1, 1993
to receive less than the full benefit in a lump sum, subject to the
timing limitations described in Paragraph 9(b)(1).
(c) (1) A participant may elect to have supplemental
death benefits under Paragraph 9(a) paid to such beneficiary or
beneficiaries as the participant may designate in writing, in the
manner specified by the Committee. A change in beneficiary designation
may be made at any time until the participant's death, notwithstanding
that the form and amount of the benefit may be fixed upon the
participant's termination of employment with PECO. In the absence of a
written beneficiary designation, death benefits will be paid to the
beneficiary or beneficiaries entitled to the participant's survivor and
death benefits under the Service Annuity Plan.
(2) Should a participant who has made a
lump sum election as described in
Paragraph 9(b)(1) prior to June 1, 1993 die between the time such
election is made and the date payments are scheduled to begin, the
present value of supplemental death benefits payable to the
participant's beneficiary under Paragraph 9(a) shall be paid in a lump
sum to the participant's beneficiary as soon as administratively
practicable following the participant's death; provided, however, that
the participant has not made a contrary election pursuant to the
following sentence. In accordance with procedures prescribed by the
Committee, a participant (including a participant described in the
preceding sentence), while employed by PECO, may elect, or revoke or
change a prior election, to have the present value of all or a portion
of the supplemental death benefits payable to the participant's
beneficiary under Paragraph 9(a) paid to the beneficiary in a lump sum
as soon as administratively practicable following the participant's
death; provided, however, that such election, or revocation or change,
will not be effective unless made in any calendar year prior to the
year in which the participant dies and at least ninety (90) days prior
to the date of such participant's death.
(3) The present value of amounts payable in
a lump sum pursuant to Paragraph
9(c)(2) will be actuarially determined by discounting the expected
stream of annuity payments (based upon the beneficiary's life
expectancy determined as of the date of payment under the mortality
table used in the most recent actuarial analysis of the PECO Service
Annuity Plan) at a rate equivalent to the Pension Benefit Guaranty
Corporation (PBGC) Immediate Annuity Rate in effect on January 1 of the
year of the participant's death; provided, however, that a lump sum
payable to the beneficiary of a participant who made a lump sum
election under this Paragraph 9 prior to June 1, 1993 (even if such
election was later modified, or revoked and reinstated, with respect to
the participant's beneficiary) shall be valued using the PBGC Immediate
Annuity Rate in effect during the month such election was made, if the
use of such rate would result in a larger lump sum payment
10. Participation in Management Group Deferred Compensation
Plan. A participant in the Company's Management Group Deferred Compensation Plan
who becomes eligible to participate in the Deferred Compensation Plan shall
cease to participate in the Management Group Deferred Compensation Plan, and all
benefits payable to the participant with respect to either plan shall be
provided under the Deferred Compensation Plan. The participant shall be credited
with a Deferral Account under the Deferred Compensation Plan equal to the value
of his or her Deferral Account under the Management Group Deferred Compensation
Plan, and the participant's supplemental pension benefit (if any) shall be
determined as though the employee had participated in the Deferred Compensation
Plan during the period he or she was a participant in the Management Group
Deferred Compensation Plan. The Committee shall establish such rules and
regulations with respect to transferred participants as it deems appropriate to
assure that any participant is not disadvantaged by the transfer.
11. Amendment or Discontinuance. The Deferred Compensation
Plan may be altered, amended, suspended, or terminated at any time by the Board,
provided that no such action shall result in the distribution of amounts
credited to the Deferral Accounts of all participants in any manner than is
otherwise provided in this Plan, nor shall such action reduce the availability
of amounts previously deferred. The rules relating to distribution may be
generally altered or specifically waived by the Committee in its sole
discretion, but no such action shall reduce the availability of amounts
previously deferred unless it is necessary to do so to preserve the tax deferral
on amounts deferred.
12. No Right to Continued Employment. The Deferred
Compensation Plan shall not confer upon any person any right to be continued in
the employment of PECO.
13. Governing Law. The Deferred Compensation Plan shall
be governed by the law of the Commonwealth of Pennsylvania.
