EXHIBIT A
                                       TO
                           2002 EQUITY INCENTIVE PLAN

                           PERFORMANCE SHARE SUB-PLAN

                            (Effective July 9, 2002)

     This  Performance  Share  Sub-Plan  ("Sub-Plan")  sets  forth the rules and
regulations  adopted by the Committee for issuance of  Performance  Share Awards
under Section 10 of the 2002 Equity Incentive Plan ("Plan").  Capitalized  terms
used in this Sub-Plan  that are not defined  herein shall have the meaning given
in the Plan.  In the event of any conflict  between this  Sub-Plan and the Plan,
the terms and conditions of the Plan shall control.  No Award Agreement shall be
required for participation in this Sub-Plan.

Section 1.   Definitions

When used in this Sub-Plan,  the following  terms shall have the meanings as set
forth below, and are in addition to the definitions set forth in the Plan.

1.1  "Account"  means  the  account  used to  record  and  track  the  number of
      -------
     Performance Shares granted to each Participant as provided in Section 2.4.

1.2  "Award" as used in this Sub-Plan means each aggregate  award of Performance
      -----
     Shares as provided in Section 2.2.

1.3  "EBITDA"  means  earnings  before  interest,   taxes,   depreciation,   and
      ------
     amortization as determined from time to time by the Committee.

1.4  "EBITDA  Growth" means the  percentage  increase (if any) in EBITDA for any
      --------------
     Year, as compared to the previous  Year as determined  from time to time by
     the Committee.

1.5  "Peer Group" means the utilities  included in the Standard & Poor's Utility
      ----------
     (Electric Power Companies) Index.


1.6  "Performance  Period" for purposes of this Sub-Plan means three consecutive
      -------------------
     Years beginning with the Year in which an Award is granted.

1.7  "Performance  Schedule"  means  Attachment 1 to this  Sub-Plan,  which sets
      ---------------------
     forth the Performance Measures applicable to this Sub-Plan.

1.8  "Performance  Share" for  purposes of this  Sub-Plan  means each unit of an
      ------------------
     Award granted to a Participant, the value of which is equal to the value of
     Company Stock as hereinafter provided.

1.9  "Retire" or "Retirement" means termination of employment on or after:
      ------      ----------

     (a)  becoming 65 years old with at least 5 years of service;

     (b)  becoming 55 years old with at least 15 years of service; or

     (c)  achieving at least 35 years of service, regardless of age.

1.10 "Salary" means the regular base rate of compensation payable by the Company
      ------
     to a  Participant  on an annual  basis as of the date an Award is  granted.
     Salary does not include bonuses, if any, or incentive compensation, if any.
     Such  compensation  shall not be  reduced by any  deferrals  made under any
     other plans or programs maintained by the Company.

1.11 "Total  Shareholder  Return" means the total percentage  return realized by
      --------------------------
     the owner of a share of stock during a relevant  Year or any part  thereof.
     Total  Shareholder  Return is equal to the  appreciation or depreciation in
     value of the stock (which is equal to the closing value of the stock on the
     last  trading day of the  relevant  period  minus the closing  value of the
     stock on the last  trading day of the  preceding  Year) plus the  dividends
     declared  during the relevant  period,  divided by the closing value of the
     stock on the last trading day of the preceding Year. Closing values for the
     stock on the dates given above shall be those  published in the Wall Street
     Journal.

1.12 "Year" means a calendar year.
      ----

Section 2.  Sub-Plan Participation and Awards

2.1  Participant  Selection.  Participants under this Sub-Plan shall be selected
     ----------------------
     by the  Committee in its sole  discretion as provided in Section 4.2 of the
     Plan.

2.2  Awards.  Subject to any  adjustments  to be made  under  Section  2.5,  the
     ------
     Compensation Committee may, in its sole discretion, grant Awards to some or
     all of the  Participants  in the form of a specific  number of  Performance
     Shares.  The  total  value of any  Award  shall not  exceed  the  following
     limitations,  based on the Participant's  Salary on the date that the Award
     is granted:

     -------------------------------------------- ------------------------------
                  Participant                         Award Limitation
     -------------------------------------------- ------------------------------
      CEO*/COO*                                        150% of Salary
     -------------------------------------------- ------------------------------
      Presidents*/Executive VPs*                       100% of Salary
     -------------------------------------------- ------------------------------
      Senior VPs*                                       85% of Salary
     -------------------------------------------- ------------------------------
      Department Heads and Key Managers**
             Level I                                    75% of Salary
             Level II                                   50% of Salary
             Level III                                  40% of Salary
     -------------------------------------------- ------------------------------
        * Senior Management Committee level position
        **Levels shall be determined in the sole discretion of the Committee

2.3  Award  Valuation at Grant.  In  calculating  the  limitations  set forth in
     -------------------------
     Section  2.2,  the value of each  Performance  Share  shall be equal to the
     closing  price of a share of Stock on the last trading day before the Award
     is granted,  as published in the Wall Street Journal.  Each Award is deemed
     to be granted on the day that it is approved by the Committee.

2.4  Accounting  and  Adjustment  of Awards.  The number of  Performance  Shares
     --------------------------------------
     awarded to a Participant  shall be recorded in a separate  Account for each
     Participant.  The number of Performance  Shares recorded in a Participant's
     Account shall be adjusted to reflect any splits or other adjustments in the
     Stock.  If any  cash  dividends  are  paid  on the  Stock,  the  number  of
     Performance  Shares in each  Participant's  Account shall be increased by a
     number equal to (i) the dividend  multiplied  by the number of  Performance
     Shares in each Participant's Account,  divided by (ii) the closing price of
     a share of Stock on the payment date of the  dividend,  as published in the
     Wall Street Journal.

2.5  Performance  Schedule and  Calculation  of Awards.  Each Award shall become
     -------------------------------------------------
     vested  on  January  1  immediately  following  the  end of the  applicable
     Performance Period,  subject to adjustment in accordance with the following
     procedure.

     (a)  One-half of the Award shall be adjusted as follows:

          (i) The Total  Shareholder  Return for the Company shall be determined
          for each  Year  during  the  Performance  Period,  and  shall  then be
          averaged (the "Company TSR").

          (ii) The average Total Shareholder Return for all Peer Group utilities
          shall be determined for each Year during the Performance  Period,  and
          shall then be averaged ( the "Peer Group TSR").

          (iii)The Peer Group TSR for the Performance Period shall be subtracted
          from the Company TSR for the Performance  Period.  The remainder shall
          then be used to  determine  the  number of vested  Performance  Shares
          using the  Performance  Schedule,  based on  one-half of the number of
          Performance Shares in the Participant's Account.

     (b)  The other one-half of the Award shall be adjusted as follows:

          (i) The EBITDA  Growth for the Company  shall be  determined  for each
          Year during the  Performance  Period,  and shall then be averaged (the
          "Company EBITDA Growth").

          (ii) The average EBITDA Growth for all Peer Group  utilities  shall be
          determined for each Year during the Performance  period,  and shall be
          averaged (the "Peer Group EBITDA Growth").

          (iii) The Peer Group EBITDA Growth for the Performance Period shall be
          subtracted from the Company EBITDA Growth for the Performance  Period.
          The  remainder  shall then be used to  determine  the number of vested
          Performance Shares using the Performance  Schedule,  based on one-half
          of the number of Performance Shares in the Participant's Account.

     (c)  The  total  number  of  vested   Performance  Shares  payable  to  the
          Participant  shall be the sum of the amounts  determined in accordance
          with subsections (a) and (b) above.

     (d)  The Performance  Measures and the Performance Schedule will not change
          during any  Performance  Period  with  regard to any Awards  that have
          already been granted.  The  Committee  reserves the right to modify or
          adjust the Performance Measures and/or the Performance Schedule in the
          Committee's sole discretion with regard to future grants.

2.6  Payment  Options.  Except as provided  in Section 3,  Awards  shall be paid
     after expiration of the Performance Period. The Company will pay in cash to
     each Participant the aggregate value of vested  Performance  Shares,  which
     shall be determined in accordance  with Section 2.7.  Payment shall be made
     as follows:

     (a)  100%  during  the  month of April  of the Year  immediately  following
          expiration  of  the  Performance  Period,  or  as  soon  as  practical
          thereafter; or

     (b)  in accordance with an alternative payment election made by Participant
          substantially  in the form  attached  hereto as Attachment 2, provided
          that such election is executed by the  Participant and returned to the
          Vice President,  Human  Resources  Department no later than the end of
          the first Year of the Performance  Period. Once made, this election is
          irrevocable.

2.7  Valuation of Performance  Shares. For the purposes of payment under Section
     2.6, the aggregate value of vested Performance Shares shall be equal to the
     total  number of vested  Performance  Shares in the  Participant's  Account
     (after any  applicable  adjustments  under  Section 2.5)  multiplied by the
     closing price of the Stock on the March 31 (or if March 31 is not a trading
     day,  the closing  price of the Stock on the next  preceding  trading  day)
     before payment of the Award, as published in the Wall Street Journal.

2.8  Grantor  Trust.  In the case of a Change in  Control,  the  Company  shall,
     subject to the  restrictions  in this Section 2.8 and Section  13.12 of the
     Plan,  irrevocably set aside funds in one or more such grantor trusts in an
     amount that is sufficient to pay each Participant  employed by such Company
     (or Designated Beneficiary),  the net present value as of the date on which
     the Change in Control occurs, of the earned benefits to which  Participants
     (or their Designated Beneficiaries) would be entitled pursuant to the terms
     of the Plan if the value of their  deferral  account  (if any)  established
     pursuant to section  2.6(b)  would be paid in a lump sum upon the Change in
     Control.  Any such trust  shall be  subject  to the  claims of the  general
     creditors  of  the  Sponsor  or  Company  in the  event  of  bankruptcy  or
     insolvency of the Sponsor or Company.

Section 3.  Early Vesting and Forfeiture

3.1  Retirement, Death or Divestiture. If prior to expiration of the Performance
     Period the  Participant  Retires or dies,  or in the event of a Divestiture
     during a Performance Period, the Participant's outstanding Award(s) for any
     unexpired  Performance  Period shall  immediately  become  vested,  and the
     aggregate  value of the Award shall be paid in cash after being adjusted in
     accordance with Section 3.3.

3.2  Change  in  Control.  In the  event of a  Change  in  Control  prior to the
     expiration  of  the  Performance  Period,  any  outstanding  Award  of  the
     Participant  for any  unexpired  Performance  Period  shall be  treated  as
     follows:

     (a)  If the Award is assumed by the successor to the Sponsor as of the date
          of the  Change in  Control,  each  outstanding  Award  not  previously
          forfeited  shall  continue  to vest and shall be paid  pursuant to the
          terms of this  Sub-Plan;  provided,  however,  that in the  event  the
          employment of the  Participant  is  terminated by the Company  without
          Cause  following the Change in Control,  any  outstanding  Award shall
          become vested as of the  termination  date, and the aggregate value of
          the Award  shall be paid in cash after being  adjusted  in  accordance
          with Section 3.3.

     (b)  If the Award is not assumed by the  successor to the Sponsor as of the
          date of the Change in Control,  any  outstanding  Award  shall  become
          vested as of the date of the  Change  in  Control,  and the  aggregate
          value of the  Award  shall be paid in cash  after  being  adjusted  in
          accordance with Section 3.3.

3.3  Adjustment of Awards.  Any Award which is vested pursuant to this Section 3
     prior to the end of the  Performance  Period shall be adjusted  pursuant to
     the following procedure.

     (a)  One-half of the Award shall be adjusted as follows:

          (i) The Total  Shareholder  Return for the Company shall be determined
          for  each  Year  or  partial  Year,  and  a  weighted   average  Total
          Shareholder  Return for the Company shall be calculated for the period
          between  the  first  day of the  Performance  Period  and the date the
          Participant  Retires or dies,  or the date of the  Divestiture  or the
          date that the Award is vested  pursuant to Section 3.2 (the  "Prorated
          Company TSR").

          (ii) The average Total Shareholder Return for all Peer Group utilities
          shall be  determined  for each Year or  partial  Year,  and a weighted
          average Total  Shareholder  Return shall be calculated  for the period
          between  the  first  day of the  Performance  Period  and the date the
          Participant  Retires or dies,  or the date of the  Divestiture  or the
          date that the Award is vested  pursuant to Section 3.2 (the  "Prorated
          Peer Group TSR").

          (iii) The Prorated Peer Group TSR for the Performance  Period shall be
          subtracted from the Prorated  Company TSR for the Performance  Period.
          The remainder  shall then be used to determine the vested  Performance
          Shares using the Performance Schedule, based on one-half of the number
          of Performance Shares in the Participant's Account.

     (b)  The other one-half of the Award shall be adjusted as follows:

          (i) The EBITDA  Growth for the Company  shall be  determined  for each
          Year or partial  Year,  and a weighted  average  EBITDA Growth for the
          Company  shall be calculated  for the period  between the first day of
          the Performance Period and the end of the calendar quarter immediately
          preceding the date that the Participant Retires or dies, or end of the
          calendar quarter immediately  preceding the date of the Divestiture or
          the date  that the  Award  is  vested  pursuant  to  Section  3.2 (the
          "Prorated Company EBITDA Growth").

          (ii) The average EBITDA Growth for all Peer Group  utilities  shall be
          determined  for each Year or  partial  Year,  and a  weighted  average
          EBITDA Growth shall be calculated for the period between the first day
          of  the  Performance  Period  and  the  end of  the  calendar  quarter
          immediately preceding the date the Participant Retires or dies, or the
          end of the  calendar  quarter  immediately  preceding  the date of the
          Divestiture  or the date that the Award is vested  pursuant to Section
          3.2 (the "Prorated Peer Group EBITDA Growth").

          (iii) The Prorated Peer Group EBITDA Growth for the Performance Period
          shall be subtracted  from the Prorated  Company  EBITDA Growth for the
          Performance  Period. The remainder shall then be used to determine the
          vested  Performance  Shares using the Performance  Schedule,  based on
          one-half  of the  number of  Performance  Shares in the  Participant's
          Account.

     (c)  The  total  number  of  vested   Performance  Shares  payable  to  the
          Participant  shall be the sum of the amounts  determined in accordance
          with subsections (a) and (b) above.

     (d)  If the Participant Retires, the Award shall be paid in accordance with
          the  Participant's  election  as  provided  in  Section  2.6.  If  the
          Participant  dies, or in the event of a Divestiture,  payment shall be
          made in cash within a reasonable time after the  Participant  dies, or
          within a  reasonable  time after the  Divestiture  becomes  effective,
          notwithstanding  any election  under  Section 2.6.  Payment upon death
          shall  be made to the  Participant's  Designated  Beneficiary.  If the
          Award is vested  pursuant  to  Section  3.2,  the Award  shall be paid
          within a  reasonable  time after the date of vesting,  notwithstanding
          any election  under  Section 2.6.  The  aggregate  value of the vested
          Performance Shares shall be determined in accordance with section 3.4.

3.4  Valuation of Performance  Shares. For the purposes of payment under Section
     3.3(d),  the aggregate value of vested Performance Shares shall be equal to
     the number of vested Performance Shares in the Participant's Account (after
     any  applicable  adjustments  under Section 3.3)  multiplied by the closing
     price of the Stock on the date that the Participant  Retires or dies, or on
     the date of the  Divestiture,  or the on date the Award  vests  pursuant to
     Section 3.2 (as applicable), as published in the Wall Street Journal.

3.5  Termination of  Employment.  In the event that a  Participant's  employment
     with the Company  terminates  for any reason other than as provided in this
     Section  3, any  Award  made to the  Participant  which  has not  vested as
     provided in Section 2 or Section 3 shall be  forfeited.  Any vested  Awards
     shall be paid within a reasonable time after termination (for reasons other
     than Retirement),  notwithstanding any election to defer the payment of any
     Award under Section 2.6.

Section 4.  Non-Assignability of Awards

The Awards and any right to receive payment under the Plan and this Sub-Plan may
not be anticipated,  alienated, pledged, encumbered, or subject to any charge or
legal  process,  and if any attempt is made to do so, or a  Participant  becomes
bankrupt,  then in the sole  discretion of the Committee,  any Award made to the
Participant  which  has not  vested as  provided  in  Sections  2 and 3 shall be
forfeited.

Section 5.  Amendment and Termination

This  Sub-Plan  shall be subject to amendment,  suspension,  or  termination  as
provided in the Plan.

<PAGE>






                                  ATTACHMENT 1

                              PERFORMANCE SCHEDULE

                         PERFORMANCE SHARE CALCULATION(1)
                         --------------------------------


The following table shall be used to adjust one half of the Participant's  Award
in accordance with Section 2.5(a) or Section 3.3(a) of the Plan:

If the Company TSR(2) minus               Then the 50% of the vested
the Peer Group TSR(2) is:                 Performance Share Award
                                          shall be multiplied by:

      5% or better                                  2.00

      4.0 - 4.99                                    1.75

      3.0 - 3.99                                    1.50

      2.0 - 2.99                                    1.25

      1.0 - 1.99                                    1.00

      (0.99) - 0.99                                  .50

      (1.0) - (1.99)                                 .25

      (2.0) or less                                 0.00


<PAGE>




The following table shall be used to adjust one half of the Participant's  Award
in accordance with Section 2.5(b) or Section 3.3(b) of the Plan:

If the Company EBITDA Growth(2) minus       Then the 50% of the vested
the Peer Group EBITDA Growth(2) is:         Performance Share Award
                                            shall be multiplied by:

          5% or better                                 2.00

          4.0 - 4.99                                   1.75

          3.0 - 3.99                                   1.50

          2.0 - 2.99                                   1.25

          1.0 - 1.99                                   1.00

          0.00 - 0.99                                   .50

          Less than 0                                     0

(1) The  number of  Performance  Shares  as  calculated  above  shall be paid in
accordance with the provisions of Section 2.5 and 2.6 of the Sub-Plan.

(2) For  purposes of Section 3, the Prorated  Company TSR and EBITDA  Growth and
Prorated  Peer  Group TSR and  EBITDA  Growth  shall be used,  and the number of
Performance  Shares as  calculated  above shall be paid in  accordance  with the
provisions of Section 3.3 of the Sub-Plan.



<PAGE>





                                  ATTACHMENT 2
                           Performance Share Sub-Plan
                           200_ Deferral Election Form

As a Participant in the Performance  Share Sub-Plan of the 2002 Equity Incentive
Plan ("Sub-Plan"), I hereby elect to defer payment of my Award otherwise payable
to me by the Company and  attributable  to services to be performed by me during
the Performance Period beginning on January __, 200__. This election shall apply
to [CHECK ONE]:

   [ ] 100% of the Award                    [ ]  50% of the Award
   [ ] 75% of the Award                     [ ]  25% of the Award

Upon  vesting,  I understand  that my Award shall  continue to be recorded in my
Account as  Performance  Shares as  described  in the  Sub-Plan  and adjusted to
reflect the payment and reinvesting of the Company's common stock dividends over
the deferral period, until paid in full.

I hereby elect to defer receipt (or  commencement  of receipt) of my Award until
the date specified below, or as soon as practical thereafter [CHECK ONE]:

   [ ] a specific date certain at least 5 years from
       expiration of the Performance Period:              4   / 1 /          *
                                                       -------------------------
                                                          (month/day/year)
   [ ] the April 1 following the date of retirement

   [ ] the April 1 following the first anniversary
       of my date of retirement

* Notwithstanding my election above, if I elect a date certain  distribution and
I retire before that date certain,  I understand  that the Company will commence
distribution  of my  account  no later  than the  April 1  following  the  first
anniversary of the date of retirement, or as soon as practical thereafter,  even
though  said date is earlier  than 5 years from  expiration  of the  Performance
Period.

I hereby  elect to be paid as  described  in the  Sub-Plan in the form of [CHECK
ONE]:

   [ ] a single payment     [ ] annual payments commencing on the date set forth
                                above and payable on the anniversary date
                                thereof over:

                                [ ] a two year period    [ ] a three year period
                                [ ] a four year period   [ ] a five year period

I understand that I will receive  "earnings" on those deferred amounts when they
are paid to me.

I understand that the election made as indicated  herein is irrevocable and that
all deferral elections are subject to the provisions of the Sub-Plan,  including
provisions that may affect timing of distributions.

I understand and acknowledge  that my interests  herein and my rights to receive
distribution of the deferred  amounts may not be anticipated,  alienated,  sold,
transferred,  assigned, pledged, encumbered, or subjected to any charge or legal
process, and if any attempt is made to do so, or I become bankrupt,  my interest
may be terminated by the Committee,  which,  in his sole  discretion.  I further
understand  that nothing in the Sub-Plan  shall be  interpreted  or construed to
require  the  Company  in any  manner  to fund any  obligation  to me,  or to my
beneficiary(ies) in the event of my death.


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             (Signature)                                  (Date)


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             (Print Name)                           (Company Location)

Received:
Agent of Chief Executive Officer


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              (Signature)                                  (Date)