EXHIBIT 99.1

EXECUTIVE COMPENSATION OF
DUQUESNE LIGHT COMPANY EXECUTIVE
OFFICERS FOR 1997 AND SECURITY OWNERSHIP
OF DUQUESNE LIGHT COMPANY DIRECTORS
AND EXECUTIVE OFFICERS AS OF DECEMBER 31, 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 President and Chief Executive Officer and the four other
highest-paid executive officers of Duquesne Light Company ("Duquesne") for
service during the years indicated. Each of Messrs. Marshall, Schwass, and
Roque is an executive officer of both DQE and Duquesne. The titles listed are
those held for Duquesne, and the amounts shown for 1995, 1996, and 1997 are for
service to Duquesne only. Total compensation amounts are shown in the DQE Annual
Report on Form 10-K for the year ended December 31, 1997. This information is
incorporated here by reference. Messrs. Cross and Brandenberger are executive
officers 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)
- ------------------ ---- ------- ------- ------- ---------- ------------ ------- -------

D. D. Marshall 1997 250,919 85,427 25,703 0 98,752 0 4,750
President & Chief 1996 202,640 70,957 49,833 98,875(5) 47,949 0 4,469
Executive Officer 4,008(6)
1995 199,033 73,998 23,814 0 54,212 0 3,660

J. E. Cross 1997 275,000 68,750 0 0 71,501 0 4,555
President, 1996 258,333 51,667 2,906 141,250(5) 27,236 0 4,325
Generation Group 5,650(6)
1995 213,333 58,500 0 0 33,750 0 4,451

G. L. Schwass 1997 137,500 48,125 35,479 0 63,001 0 4,746
Senior Vice Pres. 1996 125,000 43,750 62,096 0 54,471 0 4,458
and CFO 1995 184,817 67,174 51,724 0 52,493 0 3,794

V. A. Roque (5) 1997 126,875 38,063 0 0 34,084 0 4,750
Vice President and 1996 122,500 36,750 2,034 3,878(6) 12,174 0 4,482
General Counsel 1995 149,275 44,783 183,478 0 27,067 0 3,830

G. R. Brandenberger 1997 159,083 47,726 0 0 46,772 0 4,696
Vice President, 1996 149,000 40,975 2,980 5,750(6) 25,312 0 4,449
Customer Operations 1995 149,000 44,700 0 0 39,893 0 4,351

(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.

(2) Amounts of Other Annual Compensation are connected to the funding of non-
qualified pension benefit accruals and/or compensatory tax payments on
restricted stock. 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 1995, 1996, and 1997 under the Duquesne Light
Company 401(k) Retirement Savings Plan for Management Employees.

(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.

(5) In 1996, Messrs. Marshall and Cross were each granted 5,000 shares of
restricted stock subject to the achievement of performance goals over a
three-year period. In August of 1997, Messrs. Marshall and Cross were each
awarded 2,000 shares out of those grants. Final vesting will occur on June
30, 1999 if still employed by the Company or an affiliate. The value of
the 5,000 shares as of December 31, 1997 is $175,625. Dividends will be
accrued and paid after the end of the three-year period on the shares
earned.

(6) Represents 200 shares, with a value of $7,025 as of December 31, 1997, of
DQE Common Stock awarded as part of the consideration for the signing of a
Non-Competition and Confidentiality Agreement. Dividends are paid
quarterly.

Supplemental Tables

The following tables provide information with respect to options to purchase
DQE Common Stock and tandem stock appreciation rights in 1997 under the DQE,
Inc. Long-Term Incentive Plan.

Option grants are structured to align compensation with the creation of
value for Common stockholders. For example, should DQE stock rise 50% in value
over the ten-year option term (from $35.125 per share to $52.6875 per share),
stockholder value would increase an estimated $1,674,984,293, while the value of
the grants to the individuals listed below would increase an estimated five-
tenths of one percent ($9,587,714) of the total gain realized by all
stockholders.

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 ($/Sh)(4) Date Value ($)(5)*
- ------------------ ------------ -------------- ---------- ----------- --------------

D. D. Marshall 33,566(1) 4.6 28.4375 01/27/07 113,455
699(1) 0.1 29.75 02/25/07 2,475
9,491(2) 1.3 28.9375 08/30/04 31,037
5,676(2) 0.8 31.5625 08/30/04 21,797
6,975(2) 0.9 30.8125 08/30/04 22,598
5,594(2) 0.8 31.0625 02/19/02 19,690
36,750(3) 5.1 30.9375 07/22/07 132,300

J. E. Cross 31,355(1) 4.4 28.4375 01/27/07 105,980
2,646(2) 0.3 28.50 08/30/04 8,335
37,500(3) 5.2 30.9375 07/22/07 135,000

G. L. Schwass 16,924(1) 2.3 28.4375 01/27/07 72,802
3,094(2) 0.4 28.5625 08/30/04 12,366
10,238(2) 1.4 31.5625 08/30/04 50,035
887(2) 0.1 31.5625 07/23/01 4,110
2,984(2) 0.4 31.0625 08/30/04 12,494
28,875(3) 4.0 30.9375 07/22/07 132,300

V. A. Roque 12,923(1) 1.8 28.4375 01/27/07 34,321
414(1) 0.1 31.7188 08/01/07 1,284
1,362(2) 0.1 28.5625 11/01/04 3,414
3,635(2) 0.5 31.0625 11/04/04 9,140
15,750(3) 2.2 30.9375 07/22/07 44,550

G. R. Brandenberger 15,719(1) 2.1 28.4375 01/27/07 53,130
1,053(1) 0.1 28.7292 01/31/07 3,506
30,000(3) 4.1 30.9375 07/22/07 108,000

* 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.

(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) These grants represent performance stock options with dividend equivalents.
Awards are made over a three-year period and are determined on the basis of
individual achievement of strategic goals and objectives.

(4) 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.

(5) 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 3.93 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 5.75% to 6.67%); an initial quarterly
dividend immediately following the option grant date (i.e., from $0.34 to
$0.36), with an expected growth rate of 5.0% per year as estimated by
"Value Line Ratings and Reports", dated December 12, 1997; and an expected
monthly stock price volatility as reported by Bloomberg Financial Markets
over approximately the same length of time as the option life as of the
month of the grant, (i.e., from 12.40% to 15.60%). No adjustments to the
grant date present values have been made with respect to exercise
restrictions, forfeiture, or early exercise.

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

D. D. Marshall 67,971 (1) 295,403 75,120 / 78,564 447,599 / 324,165
44,783 (2) 398,162

J. E. Cross 16,875 (1) 115,311 0 / 37,500 0 / 157,031
3,709 (2) 30,289
53,784 (3) 150,337
26,269 (4) 298,260

G. L. Schwass 78,743 (1) 404,816 49,987 / 78,152 255,998 / 313,941
35,376 (2) 311,903

V. A. Roque 12,116 (1) 83,549 49,456 / 28,284 385,915 / 117,328
8,843 (2) 91,980

G. R. Brandenberger 32,305 (3) 200,404 30,345 / 30,000 178,872 / 125,625
12,000 (4) 134,749

(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 1997) but not yet earned. The number to be earned will be
based on individual performance and 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, 1997.

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

$100,000 8,000 16,000 24,000 32,000 39,000 46,000 51,000
$125,000 $10,000 $20,000 $ 30,000 $ 41,000 $ 51,000 $ 59,000 $ 65,000
$150,000 $12,000 $25,000 $ 37,000 $ 50,000 $ 62,000 $ 71,000 $ 79,000
$175,000 $15,000 $29,000 $ 44,000 $ 59,000 $ 73,000 $ 84,000 $ 93,000
$200,000 $17,000 $34,000 $ 51,000 $ 68,000 $ 84,000 $ 97,000 $107,000
$300,000 $26,000 $52,000 $ 78,000 $104,000 $129,000 $149,000 $164,000
$400,000 $35,000 $70,000 $105,000 $140,000 $174,000 $200,000 $220,000
$500,000 $44,000 $88,000 $132,000 $176,000 $219,000 $252,000 $277,000

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 current covered compensation and current years of credited service for
Messrs. Marshall and Schwass respectively are $381,689 and 20; and $370,044 and
24. The average covered compensation and current years of credited service for
Mr. Roque are $211,181 and 6. The current years of credited service for Mr.
Brandenberger and Mr. Cross are 38 and 6, respectively. Messrs. Roque and Cross
are not vested in the Retirement Plan.

Change of Control Agreements and Prior Employment Agreements

DQE and its affiliates have entered into severance agreements (the "DQE
Severance Agreements") with David D. Marshall, James E. Cross, Victor A. Roque,
Gary L. Schwass, and Gary R. Brandenberger, and with eight other officers of DQE
or its affiliates, providing benefits upon a Change in Control (as defined
below). The DQE Severance Agreements provide for payments and certain other
benefits to the officer if the officer's employment is terminated by the officer
after a Constructive Discharge (as defined below), or is terminated by DQE for
any reason other than death, disability or cause at any time during the period
that begins on the date of a Change of Control and ends 36 months after the
closing of the transactions giving rise to such Change in Control. The payment
will be a lump sum amount equal to (i) three times the officer's current annual
base pay and target bonus opportunity at the time of the termination, (ii) an
amount intended to compensate the officer for the loss of long-term incentive
benefits, and (iii) the amount of forfeitures, if any, and expected
contributions for the 36 months following the termination under DQE's 401(k)
Plan. In addition, the officer will receive a lump sum payment equal to the
actuarial value of the excess of (x) the benefits payable to the officer under
the Retirement Plan of DQE and the Supplemental Executive Retirement Plan of DQE
(the "Retirement Plans"), assuming three additional years of participation by
the officer in the Retirement Plans, over (y) the actual benefit payable to the
officer under the Retirement Plans. Medical, disability and life insurance
benefits also will continue for the same 36-month period. The officer also is
entitled to such payments and benefits if the employee voluntarily terminates
his or her employment in the thirteenth month following the closing of the
transaction giving rise to the Change in Control, provided that the 36 month
payment and benefit period would be reduced to 24 months and payments and
benefits would be reduced, if necessary, to avoid the excise tax under Section
4999 of the Code.

In addition to standalone non-competition agreements with Messrs. Marshall,
Roque, Cross, and Brandenberger, the DQE Severance Agreements also provide that
these officers 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.

Messrs. Marshall, Schwass, and Cross had prior employment agreements with
the Company. The officers and the Company have agreed that on the date of a
Change in Control, prior employment agreements will terminate and the provisions
thereof will no longer be in effect; provided, if the announced transaction with
Allegheny Energy, Inc. closes, the termination of the employment agreements is
final. However, if the Board determines the transaction will not close, and the
officer is an employee of the Company or an affiliate thereof on the date the
Board so determines, then on such date the Employment Agreement will be
reinstated in all respects with the Employment Agreement's remaining term being
the same as the remaining term of the Employment Agreement on the date of the
Change of Control. In addition, it is intended that the termination provisions
of the DQE Severance Agreements are in lieu of, and not in addition to,
termination or severance payments and benefits provided under the Company's
other termination or severance plans or agreements.

The officer will also be entitled to a tax gross-up payment if (i) it
is determined that any payment (and the value of any benefits) received or to be
received under his or her DQE Severance Agreement would be subject to the excise
tax imposed by Section 4999 of the Code and (ii) the payments (and the value of
any benefits) to be received in excess of 300% of the base amount (as that term
is defined in Section 280G of the Code) exceeds 10% of the total payments and
benefits due pursuant to the DQE Severance Agreements. Otherwise, the payments
and benefits received or to be received pursuant to the DQE Severance Agreements
will be reduced to an amount which will not be subject to such excise tax.
"Change in Control" is defined in the DQE Severance Agreements as, among other
things, the public announcement of a transaction approved by the DQE Board
involving a merger of DQE other than a merger in which the outstanding voting
securities of DQE immediately prior to the merger continue to represent at least
80% of the outstanding voting securities of DQE or the surviving entity
immediately after the merger. The Merger constitutes such a merger and
therefore the public announcement of the DQE Board's approval of the Merger
constituted a Change in Control for purposes of the DQE Severance Agreements,
unless and until the Merger is abandoned. "Constructive Discharge" is defined
in the DQE Severance Agreements as, among other things, (i) a requirement that
the officer be based at any office or location more than 50 miles from
Pittsburgh, Pennsylvania, other than an office or location within 35 miles of
the principal executive offices of DQE, Duquesne Light, or the parent of DQE;
(ii) the reduction of the officer's compensation or benefits, unless part of a
reduction for all executive officers of DQE, Duquesne Light or any parent
thereof; (iii) the material failure of DQE to comply with the terms of the
officer's DQE Severance Agreement; or (iv) prior to the closing of the
transaction giving rise to the Change in Control, a material decrease in the
employee's positions, titles, authority or duties. If the employment of all
officers with DQE Severance Agreements were terminated, the aggregate cost to
DQE under the DQE Severance Agreements would not exceed $20,000,000.

Beneficial Ownership of Stock

The following table shows all equity securities of DQE beneficially owned,
directly or indirectly, as of December 31, 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 6,939 5,289 VP, IP
1,650 Joint, SVP, SIP
Doreen E. Boyce 5,994 5,994 VP, IP
Robert P. Bozzone 18,945 (2) 9,639 VP, IP
7,000 VP, IP
2,306 VP
Sigo Falk 7,895 (3) 6,395 VP, IP
1,500 SVP, SIP
William H. Knoell 7,537 (4) 6,502 VP, IP
1,035 SVP, SIP
David D. Marshall 110,579 (5,6) 5,000 VP
22,350 Joint, SVP, SIP
Thomas J. Murrin 6,079 (7) 2,781 VP, IP
2,548 VP
750 Joint, SVP, SIP
Eric W. Springer 8,250 (8) 7,328 VP, IP

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

James E. Cross 11,530 (6) 5,000 VP
200 VP, IP
6,330 Joint, SVP, SIP
Gary L. Schwass 92,940 (5) 22,726 VP, IP
Gary R. Brandenberger 35,545 (5) 5,200 VP, IP
Victor A. Roque 55,979 (5) 432 VP, IP
5,500 Joint, SVP, SIP

Directors, Nominees and
Executive Officers as a
Group (15 persons) 483,491

None of the individuals named in the table above owned beneficially more
than one percent of the outstanding shares of DQE Common Stock. The directors
and executive officers as a group beneficially owned less than one percent of
the outstanding shares of DQE Common Stock as of December 31, 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. 2,306 shares remain to vest over three years from a grant
under the DQE, Inc. 1996 Stock Plan for Non-Employee Directors.

(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, and
Brandenberger include shares of Common Stock which they have the right to
acquire within 60 days of December 31, 1997 through the exercise of stock
options granted under the Long-Term Incentive Plan in the following
amounts: 83,229; 0; 70,214; 50,047, and 30,345, respectively, and all
executive officers as a group: 334,028 shares.

(6) The amounts shown as being owned by Messrs. Marshall and Cross include
grants of 5,000 shares of restricted stock which are subject to performance
vesting for a three-year period, 1996-1999.

(7) 2,548 shares remain to vest over two years from a grant under the DQE, Inc.
1996 Stock Plan for Non-Employee Directors.

(8) 922 of these shares are held by Mr. Springer's wife. Mr. Springer
disclaims beneficial ownership of such shares.

Messrs. Marshall, Cross, Schwass, Brandenberger, and Roque also
beneficially own 819, 356, 821, 791, and 328 shares, respectively, of Duquesne
Light Company Preference Stock, Plan Series A as of December 31, 1997. The
preference shares are held by the Company's Employee Stock Ownership Plan
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 December 31, 1997
for the Preference Stock, Plan Series A are 799,456. Messrs. Roque and Cross
are not vested in these preference shares.

The directors and executive officers do not own any shares of Duquesne
Light Preferred Stock or DQE Preferred Stock, Series A (Convertible).

Principal Shareholders

The following table sets forth, to the knowledge of the Company, the
beneficial owners, as of December 31, 1997, of more than five percent of the
outstanding shares of:

1. DQE Common Stock
----------------

Common Stock Owned Beneficially
-------------------------------------
Name Address Number of Shares Percent of Class
----- ------- ---------------- ----------------

Sanford C. Bernstein & Co., Inc. 767 Fifth Avenue 7,264,501 9.4%
New York, NY 10153

Sanford C. Bernstein & Co., Inc. has sole voting power over 4,339,821
shares, sole investment power over 7,264,501 shares, and shared voting power
over 643,332 shares.

Sanford C. Bernstein & Co., Inc. does not own any shares of Duquesne Light
Preferred Stock or DQE Preferred Stock, Series A (Convertible).

2. DQE Preferred Stock, Series A (Convertible)
-------------------------------------------

Common Stock Owned Beneficially
-------------------------------------
Name Address Number of Shares Percent of Class
----- ------- ---------------- ----------------

Robert G. Haas 9307 Oxted Lane 5,860 37.9
Spring, TX 77379

C. W. Minter Box 522 5,860 37.9
Hunt, TX 78024

Raymond O. Whisenant, Sr. HC02, Box 113P 1,880 12.1
Dripping Springs, TX 78620

Raymond O. Whisenant, Jr. 206 Gatlin Creek Road 1,880 12.1
Dripping Springs, TX 78620

The principal shareholders of the DQE Preferred Stock, Series A
(Convertible) do not own any shares of DQE Common Stock or Duquesne Light
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 annually. Each director also receives a fee of $1,000 for each Board
and committee meeting attended. Directors who are employees of the Company or
any of its affiliates do not receive fees for their services as directors.

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 in 1996 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. Dr. Berg
and Dr. Mehrabian elected to participate in the plan for 1997. Dr. Mehrabian
resigned from the Board effective September 30, 1997.

As part of its overall program to promote charitable giving, the Company
has a Charitable Giving Program for all directors funded by Company-owned life
insurance policies on the directors. Upon the death of a director, the Company
will donate up to five hundred thousand dollars, payable in ten equal annual
installments, to one or more qualifying charitable organizations recommended by
the director 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.

Directors can participate in the Company's College Matching Gift Program
which provides a dollar-for-dollar match of a gift of cash or securities, up to
a maximum of $5,000 per donor during any one calendar year to an accredited, non
profit, non proprietary degree granting college, university, or junior college
located within the United States or one of its possessions which is recognized
by the Internal Revenue Service as eligible to receive tax-deductible
contributions. 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 1997
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.