EXHIBIT 99.1

EXECUTIVE COMPENSATION OF
DUQUESNE LIGHT COMPANY EXECUTIVE
OFFICERS FOR 1996 AND SECURITY OWNERSHIP
OF DUQUESNE LIGHT COMPANY DIRECTORS
AND EXECUTIVE OFFICERS AS OF FEBRUARY 21, 1997

Compensation

The following Summary Compensation Table sets forth certain information as
to cash and noncash compensation earned and either paid to, or accrued for the
benefit of, the current President and Chief Executive Officer, the four other
highest-paid executive officers of Duquesne Light Company ("Duquesne"), and the
former Chairman of the Board and Chief Executive Officer who resigned effective
August 9, 1996, for service during the years indicated. Each of Messrs.
Marshall, Schwass, and Roque and Ms. Green is, and Mr. von Schack was, an
executive officer of both DQE and Duquesne. The titles listed are those held
for Duquesne, and the amounts shown for 1994, 1995, and 1996 are for service to
Duquesne only. Total compensation amounts are shown in the DQE Proxy Statement.
This information is incorporated here by reference. Mr. Cross is an executive
officer of Duquesne only, and the amounts shown are for services in that
capacity.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
------------------------------ ------------------------------------------
Awards Payouts
---------------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Annual Restricted Underlying Other
Compen- Stock Performance LTIP Compen-
Name and Salary Bonus sation Award(s) Options/SARs Payouts sation
Principal Position Year ($) ($)(1) ($)(2) ($)(3) (#)(4) ($) ($)(2)(7)
- --------------------------------------------------------------------------------------------------------------------------

D. D. Marshall 1996 202,640 70,957 47,799 98,875 (5) 47,949 0 7,375
President & Chief 4,008 (6)
Executive Officer 1995 199,033 73,998 23,814 0 54,212 0 3,660
1994 171,638 48,450 6,997 0 52,813 0 4,033

J. E. Cross 1996 258,333 51,667 0 141,250 (5) 27,236 0 7,231
President, 5,650 (6)
Generation Group 1995 213,333 58,500 0 0 33,750 0 4,451
1994 79,125 14,625 0 0 37,500 0 1,121

G. L. Schwass 1996 125,000 43,750 62,096 0 54,471 0 4,458
Senior Vice Pres. 1995 184,817 67,174 51,724 0 52,493 0 3,794
and CFO 1994 171,638 57,000 19,073 0 52,813 0 3,739

D. L. Green 1996 136,500 32,760 9,702 3,955 (6) 48,954 0 7,622
Sr. Vice President 1995 184,000 51,900 44,268 0 28,954 0 4,460
Customer Operations 1994 166,333 49,500 16,319 0 35,469 0 4,482

V. A. Roque (5) 1996 122,500 36,750 0 3,878 (6) 12,174 0 7,388
Vice President and 1995 149,275 44,783 183,478 0 27,067 0 3,830
General Counsel

W. W. von Schack 1996 193,883 84,300 400,822 0 71,782 0 1,828 (8)
Former Chairman 1995 375,320 166,079 149,150 0 141,926 0 3,794
and CEO 1994 393,360 163,240 155,272 0 155,000 0 4,014
1/1/96 8/9/96

(1) The amount of any bonus compensation is determined annually based upon the
prior year's performance and either paid or deferred (via an eligible
participant's prior election) in the following year. The amounts shown for
each year are the awards earned in those years but established and paid or
deferred in the subsequent years. Mr. von Schack's bonus was prorated for
his months of service before his resignation.

(2) Amounts of Other Annual Compensation are connected to the funding of non-
qualified pension benefit accruals for Messrs. Marshall, Schwass, and von
Schack and Ms. Green. Amounts of Other Annual Compensation for Mr. Roque
represent reimbursement for moving expenses, including sale of residence
and income taxes. Amounts of All Other Compensation shown are Company
match contributions during 1994, 1995, and 1996 under the Duquesne Light
Company 401(k) Retirement Savings Plan for Management Employees and
compensatory tax payments on restricted stock.

(3) The awards listed are the only restricted stock holdings of the named
officers.

(4) Includes total number of stock options granted during the fiscal year, with
or without tandem SARs and stock-for-stock (reload) options on option
exercises, as applicable, whether vested or not. See table titled
Option/SAR Grants in Last Fiscal Year. The stock options are subject to
vesting (exercisability) based on Company and individual performance and
achievement of specified goals and objectives. Of the original amount of
1994 stock options granted, Messrs. Marshall and von Schack have lost 2,673
and 3,988 stock options, respectively. Of the amount of 1995 stock options
granted, Messrs. Marshall and von Schack have lost 347 and 1,524 stock
options, respectively. Of the amount of 1996 stock options granted, Ms.
Green and Mr. Cross lost 3,876 and 8,625 stock options, respectively.

(5) Vesting of this award is based on the achievement of performance goals for
a three-year period. Dividends will be accrued and paid after the end of
the three-year period on the shares earned.

(6) Represents the value of 200 shares of DQE Common Stock awarded as part of
the consideration for the signing of a Non-Competition and Confidentiality
Agreement. Dividends are paid quarterly.

(7) In 1996, premiums in the amount of $95,980 were paid by the Company for
split-dollar life insurance for Mr. von Schack. This amount was refunded
to the Company in full in 1996 in connection with his resignation.

(8) Includes a payment of $401 to cover one month's health care premium
pursuant to Mr. von Schack's resignation.

Supplemental Tables

The following tables provide information with respect to options to purchase
DQE Common Stock and tandem stock appreciation rights in 1996 under the DQE,
Inc. Long-Term Incentive Plan.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants

(a) (b) (c) (d) (e) (f)
Number of % of Total
Securities Options/SARs Exercise Grant
Underlying Granted to or Base Date
Options/SARs Employees Price Expiration Present
Name Granted (#) in Fiscal Year ($/Sh)(3) Date Value ($)(4)
- ------------------------------------------------------------------------------------------------

D. D. Marshall 20,290 (1) 4.7% 30.1875 02/26/06 89,276 *
13,139 (2) 3.0% 26.4375 02/18/02 37,709 *
619 (2) 0.1% 30.0000 02/18/02 2,037 *
13,901 (2) 3.2% 30.0000 08/29/04 49,210 *

J. E. Cross 22,360 (1) 5.2% 30.1875 02/26/06 98,384 *
2,403 (3) 0.6% 27.5625 08/29/04 7,834 *
2,473 (3) 0.6% 28.5625 08/29/04 7,889 *

G. L. Schwass 14,493 (1) 3.4% 30.1875 02/26/06 63,769 *
18,229 (2) 4.2% 27.5625 07/22/01 54,140 *
748 (2) 0.2% 27.5625 08/29/04 2,438 *
21,001 (2) 4.8% 29.7500 08/29/04 70,143 *

D. L. Green 13,565 (1) 3.2% 30.1875 02/26/06 59,686 *
15,133 (2) 3.5% 30.3125 07/31/98 41,313 *
1,535 (2) 0.4% 28.8125 07/31/98 3,653 *
18,721 (2) 4.3% 28.8125 07/22/01 54,104 *

V. A. Roque 12,174 (1) 2.8% 30.1875 02/26/06 53,566 *

W. W. von Schack 20,297 (2) 4.7% 30.7500 08/08/97 47,292 *
5,572 (2) 1.3% 30.7500 08/08/97 12,983 *
45,913 (1)(5) 10.6% 30.1875 08/08/97 105,141 *

* The actual value, if any, an executive may realize will depend on the
difference between the actual stock price and the exercise price on the
date the option is exercised. There is no assurance that the value
ultimately realized by an executive, if any, will be at or near the value
estimated.

(1) These grants represent performance stock options with tandem stock
appreciation rights and stock-for-stock (reload) options. If the
performance conditions are met and the granted option is awarded, fifty
percent of the award vests immediately, although there is a six-month
holding period, and the remaining 50% vests one year later.

(2) These grants represent stock-for-stock (reload) options received upon
exercise of stock options by the applicable officer electing to use
previously owned DQE stock to exercise the options under the terms of the
Plan. These reload options include tandem stock appreciation rights and
dividend equivalent accounts and stock-for-stock options.

(3) The exercise price of the options is the fair market value of DQE Common
Stock on the date such options were granted. The exercise price may be
payable in cash or previously owned shares of DQE Common Stock held for at
least six months.

(4) The grant date present value shown in column (f) gives the theoretical
value of the options listed in column (b) on the grant dates using the
Black-Scholes option pricing model, modified to account for the payment of
dividends. The theoretical value of the option was calculated assuming an
option life equal to the time period between the grant date and expiration
date (i.e., from 1.45 to 10.00 years); a periodic risk-free rate of return
equal to the yield of the U.S. Treasury note having a similar maturity date
as the option expiration date, as reported by Bloomberg Financial Markets
on the grant date (i.e., from 4.86% to 6.65%); the most recent initial
quarterly dividend as of the option grant date (i.e., from $0.32 to $0.34),
with an expected growth rate of 5.5% per year as estimated by "Value Line
Ratings and Reports", dated December 13, 1996; and an expected stock price
volatility as reported by Bloomberg Financial Markets over the same length
of time as the option life as of the month of the grant, (i.e., from 12.96%
to 17.94%). No adjustments to the grant date present values have been made
with respect to exercise restrictions, forfeiture, or early exercise.

(5) Vested upon award.

Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

(a) (b) (c) (d) (e)
Number of Value of
Securities Unexercised
Underlying Unexercised in-the-Money
Number of Options/SARs at Options/SARs at
Securities Fiscal Year-End (#)(6) Year-End ($)(6)(7)
Underlying Value ----------------------- --------------------
Options/SARs Realized Exercisable/ Exercisable/
Name Exercised (#) ($)(5) Unexercisable Unexercisable
- -----------------------------------------------------------------------------------------------

D. D. Marshall 38,012 (1) 271,938 40,839 / 84,525 190,809 / 328,803
31,177 (2) 271,720
18,511 (3) 159,715
23,422 (4) 302,532

J. E. Cross 5,522 (2) 42,728 20,756 / 53,333 158,012 / 230,080
13,500 (3) 96,468

G. L. Schwass 108,089 (1) 950,779 38,549 / 89,161 103,558 / 315,273
45,884 (2) 441,865

D. L. Green 20,897 (1) 151,937 73,921 / 65,612 511,022 / 194,314
43,989 (2) 690,645

V. A. Roque 12,115 (1) 83,542 11,500 / 38,507 103,500 / 157,349
2,000 (4) 15,625

W. W. von Schack 233,709 (1) 2,105,058 549,608 / 0 3,974,516 / 0
34,369 (2) 656,493

(1) Stock appreciation rights exercised for stock and cash.

(2) Stock options exercised for stock by tendering shares of previously-owned
DQE Common Stock.

(3) Stock appreciation rights exercised for cash.

(4) Stock options exercised for stock by tendering cash.

(5) Represents the difference between the exercise price of the options or SARs
and the fair market value of DQE Common Stock on the New York Stock
Exchange on the date of exercise.

(6) The numbers set forth include options/SARs previously granted (including
those granted in 1996) but not yet earned. The number to be earned will be
based on individual performance and could range from zero to the following
numbers for the named officers, respectively: 49,986 ($181,998); 37,360
$129,999); 49,986 ($181,998); 33,379 ($102,686); 26,391 ($68,499); and 0
($0). These options may be earned by the officer over future periods from
one to three years as established with each option grant.

(7) Represents the difference between the exercise price of the options or SARs
and the fair market value of DQE Common Stock on the New York Stock
Exchange on December 31, 1996.

Retirement Plan

The following table illustrates the estimated annual benefits payable at
the normal retirement age of 65 to management employees in the specified
earnings classifications and years of service shown:

PENSION PLAN TABLE

Highest Years of Service
Consecutive ---------------------------------------------------------------------
Five-Year
Average
Compensation 5 10 15 20 25 30 35
- -----------------------------------------------------------------------------------

$125,000 $10,000 $ 20,000 $ 31,000 $ 41,000 $ 51,000 $ 59,000 $ 65,000
$150,000 $12,000 $ 25,000 $ 37,000 $ 50,000 $ 62,000 $ 72,000 $ 79,000
$175,000 $15,000 $ 29,000 $ 44,000 $ 59,000 $ 74,000 $ 85,000 $ 93,000
$200,000 $17,000 $ 34,000 $ 51,000 $ 68,000 $ 85,000 $ 98,000 $108,000
$300,000 $26,000 $ 52,000 $ 78,000 $104,000 $130,000 $149,000 $165,000
$400,000 $35,000 $ 70,000 $105,000 $140,000 $175,000 $201,000 $221,000
$500,000 $44,000 $ 88,000 $132,000 $176,000 $220,000 $252,000 $277,000
$600,000 $53,000 $106,000 $159,000 $212,000 $265,000 $304,000 $334,000
$700,000 $62,000 $124,000 $186,000 $248,000 $310,000 $356,000 $391,000
$800,000 $71,000 $142,000 $213,000 $284,000 $355,000 $407,000 $447,000
$900,000 $80,000 $160,000 $240,000 $320,000 $400,000 $459,000 $504,000
$950,000 $85,000 $169,000 $253,000 $338,000 $422,000 $485,000 $532,000

Compensation utilized for pension formula purposes includes salary and
bonus reported in columns (c) and (d) of the Summary Compensation Table and
stock option compensation prior to March 1, 1994. An employee who has at least
five years of service has a vested interest in the retirement plan. Benefits
are received by an employee upon retirement, which may be as early as age 55.
Benefits are reduced by reason of retirement if commenced prior to age 60 or
upon election of certain options under which benefits are payable to survivors
upon the death of the employee. Pension amounts set forth in the above table
reflect the integration with social security of the tax-qualified retirement
plans. Retirement benefits are also subject to offset by other retirement plans
under certain conditions.

The credited years of service for Messrs. Marshall, Cross, and Schwass and
Ms. Green are 19, 4.5, 22, and 17, respectively. The current five-year covered
compensation and current

years of credited service of Messrs. Roque and von Schack, respectively, are
$199,231 and 4; and $853,396 and 32.

Employment Agreements

DQE and Duquesne have three-year employment agreements with Messrs.
Marshall and Schwass, and Duquesne has a similar agreement with Mr. Cross and
Ms. Green. Each agreement is subject to automatic one-year renewals unless
prior written notice of termination is given by the officer or the Company.

The agreements provide, among other things, that each serve in his or her
present position at an annual base salary of at least $190,000 for each of
Messrs. Marshall and Schwass; at least $275,000 for Mr. Cross; and at least
$165,000 for Ms. Green, subject to periodic review, and for the participation of
each in executive compensation and other employee benefit plans of the
companies.

If any of the officers is discharged other than for cause or resigns for
good reason, then, in addition to any amounts earned but not paid as of the date
of termination, he or she would receive in a cash lump sum the balance of his or
her base salary for the remaining term of the agreement; a bonus amount of the
remaining term of the agreement calculated at a rate equivalent to his or her
prior year's bonus; and the actuarial equivalent of the additional pension he or
she would have accrued had his or her service for pension purposes continued
until the expiration of the agreement. In addition, the officer would be
entitled to immediate vesting (or the redemption in cash) of all of his or her
stock-based awards.

During 1996, the Board authorized and DQE and Duquesne entered into non-
competition and confidentiality agreements with Messrs. Marshall and Roque and
Ms. Green. Duquesne has a similar agreement with Mr. Cross. The agreements
provide that these individuals will not disclose confidential information about
the company or its affiliates; compete directly or indirectly with the Company
or any of its affiliates in a specified geographic area; solicit the business of
certain customers and suppliers of the Company; or induce any employee of the
Company or its affiliates to leave his or her current employment, each for
specified periods of time following the termination of his or her employment
with the Company. Consideration for these agreements was 200 shares of DQE
Common Stock subject to a one-year transfer restriction plus sufficient cash to
pay federal, state, and local taxes on the shares and an increase in the
severance benefits payable to the executive to one and one-half times the
severance benefits, if any, to which the individual is otherwise entitled with a
minimum of six months and a maximum of one year of severance pay. If, however,
an executive is a party to an employment agreement which provides greater
severance benefits than are provided under the non-competition and
confidentiality agreements, the employment agreement shall control.

In connection with the August 1996 resignation of Mr. von Schack as
Chairman and Chief Executive Officer of the Company, DQE, Duquesne, and Mr. von
Schack entered into a letter agreement pursuant to which Mr. von Schack was paid
a prorated bonus in the amount of $120,428 and his coverage under the medical
benefits program was continued for a period of one month. All of the stock
options granted to and currently held by Mr. von Schack were fully awarded,
vested, and made exercisable. Mr. von Schack agreed, among other things, not to
disclose confidential information about the Company and its affiliates; compete
directly or indirectly with the Company or any of its affiliates in a specified
geographic area; solicit the business of customers and suppliers of the Company;
or induce any employee of the Company or its affiliates to leave his or her
current employment, each for specified periods of time. Mr. von Schack also
released the Company from liability for claims arising from and during his
employment and his Employment Agreement with the Company was terminated. All of
Mr. von Schack's retirement benefits were fully vested and nonforfeitable and
will be distributed in accord with the terms of the retirement plans.

Options and alternative stock appreciation rights granted under the DQE,
Inc. Long-Term Incentive Plan (as amended effective February 27, 1996) become
immediately and fully exercisable upon occurrence of certain change-in-control
events.

Beneficial Ownership of Stock

The following table shows all equity securities of DQE beneficially owned,
directly or indirectly, as of February 21, 1997, by each director and by each
executive officer named in the Summary Compensation Table:

Total Shares of Shares of Common Stock/
Common Stock Nature of Ownership (1)
--------------- ------------------------

Daniel Berg 6,689 5,039 VP, IP
1,650 Joint, SVP, SIP
Doreen E. Boyce 5,744 5,744 VP, IP
Robert P. Bozzone 18,695 (2) 8,620 VP, IP
7,000 VP, IP
3,075 VP
Sigo Falk 7,645 (3) 6,145 VP, IP
1,500 SVP, SIP
William H. Knoell 7,287 (4) 6,252 VP, IP
1,035 SVP, SIP
David D. Marshall 99,948 (5,6) 5,200 VP
65 VP, IP
16,894 Joint, SVP, SIP
Robert Mehrabian 6,890 (7) 2,008 VP, IP
3,382 VP
1,500 SVP, SIP
Thomas J. Murrin 5,829 (8) 1,893 VP, IP
3,186 VP
750 Joint, SVP, SIP
Eric W. Springer 7,728 (9) 6,837 VP, IP
James E. Cross 7,846 (5,6) 5,200 VP
2,646 Joint, SVP, SIP
Gary L. Schwass 91,357 (5) 20,141 VP, IP
Victor A. Roque 34,556 (5,6) 200 VP
407 VP, IP
1,637 Joint, SVP, SIP
Dianna L. Green 111,968 (5,6) 18,118 VP, IP
200 VP
Wesley W. von Schack 473,497 (5,10) 22,816 VP, IP

Directors, Nominees and
Executive Officers as a
Group (19 persons) 899,965

None of the individuals named in the table above owned beneficially more
than 1% of the Company's outstanding shares of Common Stock. The directors and
executive officers as a group beneficially owned 1.16% of the Company's
outstanding shares of Common Stock as of February 21, 1997.

(1) The term "Joint" means owned jointly with the person's spouse. The
initials "VP" and "IP" mean sole voting power and sole investment power,
respectively, and the initials "SVP" and "SIP" mean shared voting power and
shared investment power, respectively.

(2) 7,000 of these shares are held by a foundation established for charitable
purposes, for which Mr. Bozzone is the trustee but not an income
beneficiary. 3,075 shares were granted under the DQE, Inc. 1996 Stock Plan
for Non-Employee Directors to vest over four years.

(3) 1,500 of these shares are held by a trust in which Mr. Falk is an income
beneficiary but not a trustee.

(4) 1,035 of these shares are held by a trust in which Mr. Knoell is a trustee
and the income beneficiary.

(5) The amounts shown as owned by Messrs. Marshall, Cross, Schwass, Roque,
Mitchell, and von Schack and Ms. Green include shares of Common Stock which
they have the right to acquire within 60 days of February 21, 1997 through
the exercise of stock options granted under the Long-Term Incentive Plan in
the following amounts: 77,789; 29,381; 71,216; 32,312; 449,608; and
93,650, respectively, and all executive officers as a group: 964,293
shares.

(6) The amounts shown as being owned by Messrs. Marshall, Cross, and Roque and
Ms. Green include 200 shares of restricted stock which were awarded as part
of consideration for the signing of Noncompetition and Confidentiality
Agreements and are subject to forfeiture for a period of one year from the
date of the Agreement, and 5,000 shares of restricted stock granted to Mr.
Marshall which is subject to performance vesting for a three-year period.

(7) 1,500 of these shares are held in an IRA for which Mellon Bank, N.A. is the
trustee; Dr. Mehrabian is the beneficiary. 3,382 shares were granted under
the DQE, Inc. 1996 Stock Plan for Non-Employee Directors to vest over five
years.

(8) 3,186 shares were granted under the DQE, Inc. 1996 Stock Plan for Non-
Employee Directors to vest over three years.

(9) 891 of these shares are held by Mr. Springer's wife. Mr. Springer
disclaims beneficial ownership of such shares.

(10) 166 of these shares are held in an IRA for which The Dreyfuss Corporation
is the trustee, and Mr. von Schack is the beneficiary. 1,099 of these
shares are held in an IRA by Mr. von Schack's wife. Mr. von Schack
disclaims beneficial ownership of these shares.

(11) Messrs. Marshall, Cross, Schwass, and Roque and Ms. Green also beneficially
own 605, 185, 607, 151, and 609 shares, respectively, of Duquesne Light
Company Preference Stock, Plan Series A. The preference shares are held by
the ESOP trustee for Duquesne Light Company's 401(k) Plan on behalf of the
Executive Officers, who have voting but not investment power. The
preference shares are redeemable for DQE Common Stock or cash on
retirement, termination of employment, death, or disability. Shares
outstanding as of February 21, 1997 for the Preference Stock, Plan Series A
are 820,221. Victor Roque is not vested in these preference shares.

(12) The directors and executive officers do not own any shares of Duquesne
Preferred Stock.

Directors' Fees and Plans

Directors who are not employees are compensated for their Board service by
a combination of DQE Common Stock and cash. They receive an annual Board
retainer of $15,000 in cash for service to the Company and its affiliates,
payable in twelve monthly installments, and 250 shares of DQE Common Stock,
payable in April of each year. Each director also receives a fee of $1,000 for
each Board and committee meeting attended. For service as Lead Directors in
1996, Messrs. Bozzone and Knoell each received 263 shares of DQE Common Stock
and $5,021 in cash. Dr. Berg received a fee of $1,000 per meeting for three
meetings he attended as a director of Chester Engineers, Inc., a Company
affiliate. Directors who are employees of the Company or any of its affiliates
do not receive fees for their services as directors.

In February of 1996, the Board of Directors authorized a study of outside
director pension programs. After a full review, the Board voted to terminate
the Outside Directors' Retirement Plan ("the Directors' Retirement Plan") for
individuals who become non-employee directors after August 27, 1996 and to
freeze the plan for current non-employee directors as of December 1, 1996.
Directors who retired prior to August 27, 1996 will continue to receive their
monthly benefits under the Directors' Retirement Plan which are equal to the
monthly retainer in effect at the time of retirement from the Board for a period
equal to the total months of service on the DQE and Duquesne Light Company
Boards but no longer than 120 months. As a result of the termination of the
Directors' Retirement Plan, new non-employee directors will not be entitled to
benefits under that Plan, and current non-employee directors will accrue no
additional retirement benefits for services after December 1, 1996. In full
satisfaction of their accrued benefits under the Directors' Retirement Plan,
current directors received as of December 31, 1996, shares of DQE Common Stock
and cash equal in value to the actuarial value of such accrued benefits. Such
actuarial value was determined assuming a 5% per annum increase in the annual
retainer, future annual increases in the value of DQE Common Stock of 6.5%, a
dividend yield of 4.5%, and an after-tax discount rate of 4.5% per annum. In
the case of current directors with less than ten years' service, all or a
portion of the shares received are subject to a vesting schedule. The vesting
schedule is the same as the vesting schedule to which benefits under the
Directors' Retirement Plan were subject, i.e., 50% vesting after five years of
service plus an additional 10% vesting in years six through ten.

In order to increase directors' stock-based compensation and thus
strengthen the link between directors' compensation and stockholder interests,
the Board adopted a new stock plan under which new non-employee directors will
each receive up to 4,150 shares of restricted DQE Common Stock that will vest at
the rate of 50% after five years of service as a director plus an additional 10%
per year in years six through ten. Unvested shares are forfeited if the
recipient ceases to be a director.

Each director under the age of 72 who is not an employee may elect under a
directors' deferred compensation plan to defer receipt of a percentage of his or
her director's remuneration until after termination of service as a director.
Deferred compensation may be received in one to ten annual installments
commencing, with certain exceptions, on the 15th day of January of the year
designated by the director. Interest accrues quarterly on all deferred
compensation at a rate equal to a specified bank's prime lending rate. Daniel
Berg and Robert Mehrabian elected to participate in the plan for 1996.

As part of its overall program to promote charitable giving, the Company
has a directors' Charitable Giving Program for all directors funded by Company-
owned life insurance policies on the directors. Directors are paired, and upon
the death of the second of the two directors, the Company will donate up to five
hundred thousand dollars each to one or more qualifying charitable organizations
recommended by each of the two directors and reviewed and approved by the
Employment and Community Relations Committee. A director must have Board
service

of 60 months or more in order to qualify for the full donation amount,
with service of less than 60 months qualifying for an incremental donation. The
program does not result in any material cost to the Company.

The Company provides Business Travel Insurance to its non-employee
directors as part of its Business Travel Insurance Plan for Management
Employees. In the event of accidental death or dismemberment, benefits of up to
$400,000 per individual are provided. The program does not result in any
material cost to the Company.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Dr. Boyce and Messrs. Bozzone
and Falk. No member of the Compensation Committee was at any time during 1996
or at any other time an officer or employee of the Company.

No executive officer of the Company served on the Board of Directors or
Compensation Committee of any entity which has one or more executive officers
serving as a member of the Company's Board of Directors or Compensation
Committee.