Exhibit 10-D


                         DELMARVA POWER & LIGHT COMPANY
                                    MINUTES
               (Compensation Committee Meeting - April 28, 1994)



AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    Mr. Cain stated that the Company plans to extend to H. Ray Landon, Executive
Vice President, the terms of the 1994 Early Retirement Option.  In the case of
Mr. Landon, Management wishes to extend the offer through the Supplemental
Executive Retirement Plan.  Mr. Landon is excluded from the offer made through
the Retirement Plan.  This special offer will contain the following provisions
for Mr. Landon:


    (1) Granting of an additional five (5) years of service
         credit.
    (2) Waiver of any benefit reduction for early retirement.
    (3) Voluntary election to be made with a reasonable advance
         notice submitted prior to the effective date of retire-
         ment as agreed to by Mr. Landon and the Compensation
         Committee with such retirement date to be not later
         than July 1, 1996.

    After discussion, on motion duly made, seconded and unanimously adopted, it
was

             RESOLVED, That the Compensation Committee recommends to the Board
     of Directors that the Supplemental Executive Retirement Plan be, and it
     hereby is, amended effective June 15, 1994, to provide an enhanced
     retirement benefit to H. Ray Landon provided that he elects such benefit
     prior to the effective date of retirement, such retirement date to be not
     later than July 1, 1996, as determined by the Chairman of the Board and
     approved by the Compensation Committee of the Company's Board of Directors.

             FURTHER RESOLVED, That the enhanced retirement benefit for this
     special election shall be determined by adding an additional five (5) years
     of service credit to Mr. Landon's total service for purposes of computing
     the amount of his retirement benefit and by waiving any benefit reduction
     for early retirement.

             FURTHER RESOLVED, That if Mr. Landon retires under the offer
     described in the foregoing resolutions on a date after the effective date
     of the "cap" under the Retiree Medical Plan, he shall be exempt from that
     "cap."

     During the Executive Session, Committee members modified Management's
recommendation to include July 1, 1995 as the earliest date that Mr. Landon
could retire.

 
                         DELMARVA POWER & LIGHT COMPANY
                                    MINUTES
              (Compensation Committee Meeting - October 26, 1994)



AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    Mr. Cosgrove stated that the Company planed to extend to Wayne A. Lyons,
Vice President, the terms of the 1994 Early Retirement Option.  In the case of
Mr. Lyons, Management wishes to extend the offer through the Supplemental
Executive Retirement Plan.  This special offer will contain the following
provisions for Mr. Lyons:

    (1)  Granting of an additional five (5) years of service credit.
    (2)  Waiver of any benefit reduction for early retirement.
    (3)  Voluntary election to be made with a reasonable advance notice
         submitted prior to the effective date of retirement as agreed to by Mr.
         Lyons and the Compensation Committee with such retirement date not to
         be earlier than February 1, 1996 nor later than December 1, 1996.

    After discussion, on motion duly made, seconded and unanimously adopted, it
was

         RESOLVED, That the Supplemental Executive Retirement Plan be, and it
    hereby is, amended effective November 1, 1994, to provide an enhanced
    retirement benefit to Wayne A. Lyons provided that he elects such benefit
    prior to the effective date of retirement, such retirement date not to be
    earlier than February 1, 1996, nor later than December 1, 1996, as
    determined by the Chairman of the Board and approved by the Compensation
    Committee of the Company's Board of Directors.

         FURTHER RESOLVED, That the enhanced retirement benefit for this special
    election shall be determined by adding an additional five (5) years of
    service credit to Mr. Lyons' total service for purposes of computing the
    amount of his retirement benefit and by waiving any benefit reduction for
    early retirement.

         FURTHER RESOLVED, That Mr. Lyons be exempt from the "cap" under the
    Retiree Medical Plan.