# EXHIBIT 10(b)

# EXHIBIT A

# TO

# 2002 EQUITY INCENTIVE
PLAN

# EXECUTIVE AND KEY MANAGER
PERFORMANCE SHARE SUB-PLAN

(Effective January 1,
2005)

This
Executive and Key Manager 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). These rules and
regulations shall apply to Awards granted effective on and after January 1, 2005. In
addition, the rules and regulations relating to the deferral of Awards set forth in this
Sub-Plan shall apply to any Awards which become vested on or after January 1, 2005.
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 peer group of utilities designated by the
Committee prior to the beginning of the Performance Period for which an Award is granted.

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. 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.

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 Sponsor 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 target and maximum value of any Award granted to any
Participant in any calendar Year will be based upon the following:

---

`----------------------------------------------------------------------------
             Participant           Target Award         Maximum Award
 ----------------------------------------------------------------------------
 CEO*                             290% of Salary        362.5% of Salary
 ----------------------------------------------------------------------------
 ----------------------------------------------------------------------------
 COO*                             200% of Salary        250% of Salary
 ----------------------------------------------------------------------------
 ----------------------------------------------------------------------------
 Svc. Co. President               165% of salary      206.25% of salary
 ----------------------------------------------------------------------------
 ----------------------------------------------------------------------------
 Presidents*/Executive VPs*       133% of Salary         166.25% of Salary
 ----------------------------------------------------------------------------
 ----------------------------------------------------------------------------
 Senior VPs*                      110% of Salary        137.5% of Salary
 ----------------------------------------------------------------------------
 ----------------------------------------------------------------------------
 VP/Department Heads**
            Level I               100% of Salary       125% of Salary
            Level II              80% of Salary        100% of Salary
            Level III             60% of Salary          75% of Salary
 ----------------------------------------------------------------------------
 ----------------------------------------------------------------------------
 Key Managers**                   55% of Salary        68.75% 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 value of an Award for purposes of 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 of the Year before the Performance Period begins. The Participants
Salary shall be determined as of the January 31 preceding the date the Award is granted,
or such other time as is determined in the discretion of the Committee. 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. No adjustment shall be made to any outstanding Awards of a Retired Participant
for cash dividends paid on Stock during the Performance Period following the Retirement of
the Participant.

2.5 Performance Schedule and
Calculation of Awards. Except as otherwise provided, 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 the Peer Group utilities shall be
                    determined for each Year during the Performance Period, and shall then be
                    averaged ( the Peer Group TSR). The two highest and two lowest
                    performing utilities within the Peer Group shall be excluded for purposes of
                    determining 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 the Peer Group utilities shall be determined for
                    each Year during the Performance period, and shall be averaged (the Peer
                    Group EBITDA Growth). The two highest and two lowest performing utilities
                    within the Peer Group shall be excluded for purposes of determining 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 issue one share of Stock in payment for each vested Performance Share
(rounded to the nearest whole Performance Share) credited to the Account of the
Participant. 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. A deferral election
          may only be made by a Participant who is employed as a Department Head or in a
          higher position on the date the deferral election is solicited.

2.7 Grantor Trust. In the case
of a Change in Control, the Company shall, subject to the restrictions in this Section 2.7
and Section 13.12 of the Plan, irrevocably set aside shares of Stock or cash 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 the Participant Retires or dies prior to expiration of the Performance
Period, or terminates employment as the result of a Divestiture during a Performance
Period, any outstanding Awards of the Participant for any unexpired Performance Period
shall immediately become vested. Payment of the outstanding Awards of such Participant
shall be subject to the following special provisions:

(a)       
          In the event of the Retirement of the Participant, the Participants
          outstanding Awards shall be adjusted in accordance with Section 2.5 and paid in
          accordance with Section 2.6 following the end of the Performance Period for the
          Award; provided, that if the Participant has elected to defer payment until a
          specified date certain and retires before the date specified in the deferral
          election, the Company will commence distribution of the Award as soon as
          practical on or after the later of: (i) the April 1 following the first
          anniversary of the date of Retirement, or (ii) the April 1 of the year following
          the end of the Performance Period, even though said date is earlier than the
          date specified in the deferral election.

(b)    
          In the event of the death of the Participant, or termination of employment as
          the result of a Divestiture during a Performance Period, the Participants
          outstanding Awards shall be adjusted and paid 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 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
          after being adjusted in accordance with Section 3.3.

3.3 Adjustment of Awards. Any
Award which is vested prior to the end of the Performance Period due to the death of the
Participant, termination of employment as a result of a Divestiture, or Change in Control
during the Performance Period, shall be adjusted pursuant to the following procedure:

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

|(i) | The Company TSR shall be determined for each Year or partial Year, and a
                    weighted average Company TSR shall be calculated for the period between the
                    first day of the Performance Period and the date the Participant dies, the date
                    of termination as a result of the Divestiture or the date that the Award is
                    vested pursuant to Section 3.2 (the Prorated Company TSR).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | The average Peer Group TSR shall be determined for each Year or partial Year,
                    and a weighted average Peer Group TSR shall be calculated for the period between
                    the first day of the Performance Period and the date the Participant dies, the
                    date of termination as a result of the Divestiture or the date that the Award is
                    vested pursuant to Section 3.2 (the Prorated Peer Group TSR). The
                    two highest and two lowest performing utilities within the Peer Group shall be
                    excluded for purposes of determining the 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 Company EBITDA Growth shall be determined for each Year or partial Year,
                    and a weighted average Company 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 dies, the date of
                    termination as a result of the Divestiture or the date that the Award is vested
                    pursuant to Section 3.2 (the Prorated Company EBITDA Growth).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | The average Peer Group EBITDA Growth shall be determined for each Year or
                    partial Year, and a weighted average Peer Group 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
                    dies, the date of termination as a result of the Divestiture or the date that
                    the Award is vested pursuant to Section 3.2 (the Prorated Peer Group
                    EBITDA Growth). The two highest and two lowest performing utilities within
                    the Peer Group shall be excluded for purposes of determining the 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)       
          In the event of the death of the Participant, payment shall be made within a
          reasonable time after the Participant dies to the Participants Designated
          Beneficiary. In the event of the termination of employment of the Participant as
          a result of a Divestiture, payment shall be made within a reasonable time after
          the termination of the Participant, notwithstanding any election under Section
          2.6; provided, that if the Participant is a key employee as defined
          in Section 416(i) of the Code (but determined without regard to the 50 employee
          limit on the number of officers treated as key employees), payment shall not be
          made before six months after the date of separation from service (or, if
          earlier, the date of death of the Participant) and the amount of any payment
          made in cash (i.e.,with respect to Awards granted prior to January 1,
          2005) shall be based upon the value of the Performance Shares as determined by
          reference to the closing price of the Stock on the trading day occurring on or
          next following the date that is six months after the date of separation of the
          Participant (or, if earlier the date of death of the Participant). 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 Company will issue one share of Stock in payment for each Performance Share
          (rounded to the nearest whole Performance Share) credited to the Account of the
          Participant.

3.4 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. However, if the Participant is a key employee as defined in Section
416(i) of the Code (but determined without regard to the 50 employee limit on the number
of officers treated as key employees), payment shall not be made before six months after
the date of separation from service for any reason including Retirement (or, if earlier,
the date of death of the Participant) and the amount of any payment made in cash (i.e.,with respect to Awards granted prior to January 1, 2005) shall be based upon the value
of the Performance Shares as determined by reference to the closing price of the Stock on
the trading day occurring on or next following the date that is six months after the date
of separation of the Participant (or, if earlier the date of death of the Participant).

# 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.

---

# 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`

---

`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`

1The 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.

2For 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 the Sub-Plan.

---

12

# 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,  or if later,  the date
      which is six months after the date of my separation  from service for any
      reason  (including  Retirement),  if I am a "key  employee" as defined in
      Section  416(i) of the Code (but  determined  without  regard to the 50
      employee  limit on the number of officers treated as key employees).

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

* Notwithstanding any 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 as soon as practical on or after
the later of: (i) the April 1 following the first anniversary of the date of retirement,
or (ii) the April 1 of the year following the end of the Performance Period, even though
said date is earlier than 5 years from the 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 that this deferral
election is subject to the requirements of Section 409A of Code, and regulations and other
guidance issued thereunder. The Company makes no representation or guarantee that any tax
treatment, including, but not limited to, federal, state and local income, or estate and
gift tax treatment, will be applicable with respect to the amounts deferred. The Company
shall have no responsibility for the tax consequences that I may incur as a result of
Section 409A, regulations or guidance issued thereunder, or any other provision of the
Internal Revenue Code. I understand it is my responsibility to consult a legal or tax
advisor regarding the tax effects of this deferral election. I further acknowledge and
agree that the Company may (but shall not be required to) modify this election as
necessary to comply with Section 409A and any guidance or regulations issued thereunder. I
further agree to cooperate in any manner necessary to ensure that this election is in
compliance with Section 409A and any guidance or regulations issued thereunder.

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, in its sole discretion, may cause the same to
be held or applied for the benefit of one or more of my dependents or make any other
disposition of such interests that it deems appropriate. 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.

`(Signature)    (Date)



(Print Name)   (Company Location)

Received:
Agent of Chief Executive Officer

(Signature)        (Date)`