1
                                                                  Exhibit 10e(2)

                                  February 2, 1994



Mr. Al R. Temple
920 Whispering Hills Drive
Naperville, IL  60540

Dear Al:

This letter confirms our verbal offer for the Vice President,
Marketing at Centerior.  The Board of Directors and I are delighted
with this opportunity, confirming our belief that you can play an
important, high impact role in moving our company forward.

The starting base salary is $170,000 per year plus a two-tier
incentive compensation plan:  participation in the existing company
Executive Payroll (EPR) plan, a summary of which is attached; plus a
personal cash incentive plan, up to 20% of base pay.  The specific
objectives for the personal cash incentive plan will be mutually
established between you and I during the first month of your
employment.

The total compensation package includes the flexible benefit plan and
the standard relocation plan, outlined in material sent to you
earlier.  In addition to the standard supplemental benefits for EPR
employees, this offer includes an additional week of vacation (four
weeks total), company car with phone, a $10,000 cash relocation
allowance, and tax gross-up for reimbursed relocation expenses.

A severance agreement, payable only for an involuntary separation for
reasons other than non-performance, will be six months' base salary.
This agreement is in effect through December, 1996.

This offer remains open until February 9, 1994.  It is further
contingent upon successful completion of a physical examination, drug
screen and the completion of a background check.

Al, the Board and I are very much looking forward to your affirmative
response and we hope to hear from you soon.  We are confident that you
and Barbara will enjoy your return to the Cleveland area.  Upon
acceptance, please sign and return a copy of this document.

                                  Very truly yours,


                                  ROBERT J. FARLING



Accepted by:  AL R. TEMPLE
Date:  2/8/94