EXHIBIT 10H-1








                        WPS RESOURCES CORPORATION
                        DEFERRED COMPENSATION PLAN

            As Amended and Restated Effective January 1, 1997



               [Working copy incorporating all amendments
                    adopted through March 1, 1999]







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                      WPS RESOURCES CORPORATION
                      DEFERRED COMPENSATION PLAN

          WPS Resources Corporation Deferred Compensation Plan (the "Plan")
has been established effective January 1, 1996 to promote the best interests
of WPS Resources Corporation (the "Company") and the stockholders of the
Company by (1) attracting and retaining well-qualified persons for service as
non-employee directors of the Company and designated subsidiaries or
affiliates; and (2) attracting and retaining key management employees
possessing a strong interest in the successful operation of the Company and
its subsidiaries or affiliates and encouraging their continued loyalty,
service and counsel to the Company and its subsidiaries or affiliates.  This
Plan replaces Deferred Compensation Plans 008, 009, 010 and 011 previously
maintained by the Wisconsin Public Service Corporation.

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                 ARTICLE I.  DEFINITIONS AND CONSTRUCTION


     Section 1.01.  Definitions.  The following terms have the meanings
     --------------------------
indicated below unless the context in which the term is used clearly
indicates otherwise:

     (a)   "Account" means the recordkeeping account or accounts maintained
by a Participating Employer for each Participant, including to extent
applicable to any such Participant, Reserve Account A, Reserve Account B and
the Stock Account.

     (b)   An "Affiliate" of, or a person "affiliated" with, a specified
person is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, the person specified and the term "Associate" used to indicate a
relationship with any person, means (i) any corporation or organization
(other than the registrant or a majority-owned subsidiary of the registrant)
of which such person is an officer or partner or is, directly or indirectly,
the beneficial owner of 10 percent or more of any class of equity securities,
(ii) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a
similar fiduciary capacity, and (iii) any relative or spouse of such person,
or any relative of such spouse, who has the same home as such person or who
is a director or officer of the registrant or any of its parents or
subsidiaries.

     (c)   A person shall be deemed to be the "Beneficial Owner" of any
securities:

        (i)   which such Person or any of such Person's
              Affiliates or Associates has the right to
              acquire (whether such right is exercisable
              immediately or only after the passage of time)
              pursuant to any agreement, arrangement,
              arrangement or understanding, or upon the
              exercise of conversion rights, exchange rights,
              rights, warrants or options, or otherwise;
              provided, however, that a Person shall not be
              --------  -------
              deemed the Beneficial Owner of, or to
              beneficially own, (A) securities tendered
              pursuant to a tender or exchange offer made by
              or on behalf of such Person or any of such
              Person's Affiliates or Associates until such
              tendered securities are accepted for purchase
              or (B) securities issuable upon exercise of
              Rights pursuant to the terms of the Company's
              Rights Agreement with Firstar Trust Company,
              dated as of December 12, 1996, as amended from
              time to time (or any successor to such Rights
              Agreement) at any time before the issuance of
              such securities;

        (ii)  which such Person or any of such Person's
              Affiliates or Associates, directly or
              indirectly, has the right to vote or dispose of
              or has "beneficial ownership" of (as determined
              pursuant to Rule 13d-3 of the General Rules

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              and Regulations under the Act), including pursuant
              to any agreement, arrangement or understanding;
              provided, however, that a Person shall not be
              --------  -------
              deemed the Beneficial Owner of, or to
              beneficially own, any security under this
              subparagraph (ii) as a result of an agreement,
              arrangement or understanding to vote such
              security if the agreement, arrangement or
              understanding:  (A) arises solely from a
              revocable proxy or consent given to such Person
              in response to a public proxy or consent
              solicitation made pursuant to, and in
              accordance with, the applicable rules and
              regulations under the Act and (B) is not also
              then reportable on a Schedule 13D under the Act
              (or any comparable or successor report); or

        (iii) which are beneficially owned, directly or
              indirectly, by any other Person with which such
              Person or any of such Person's Affiliates or
              Associates has any agreement, arrangement or
              understanding for the purpose of acquiring,
              holding, voting (except pursuant to a revocable
              proxy as described in Section 1.01(c)(ii)
              above) or disposing of any voting securities of
              the Company.

     (d)   "Beneficiary" means the person or entity designated by the
Participant to be his beneficiary for purposes of this Plan.  If a valid
designation of Beneficiary is not in effect at time of the death of a
Participant, the estate of the Participant is deemed to be the sole
Beneficiary.  If a Beneficiary dies while entitled to receive distributions
from the Plan, any remaining payments shall be paid to the estate of the
Beneficiary.  Beneficiary designations shall be in writing, filed with the
Secretary, and in such form as the Secretary may prescribe for this purpose.

     (e)   "Board" means the Board of Directors of the Company.

     (f)   "Bonus Deferral" means amounts credited, in accordance with an
Executive's election under Section 8.02(b) of the WPS Resources Corporation
Variable Pay Plan, to an Executive's Stock Account in lieu of the
payment of an equal amount as a current cash bonus.

     (g)   A "Change in Control of the Company" shall be deemed to have
occurred if:

        (i)   any Person (other than any employee benefit
              plan of the Company or of any subsidiary of the
              Company, any Person organized, appointed or
              established pursuant to the terms of any such
              benefit plan or any trustee, administrator or
              fiduciary of such a plan) is or becomes the
              Beneficial Owner of securities of the Company

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              representing at least 30% of the combined
              voting power of the Company's then outstanding
              securities;

        (ii)  one-half or more of the members of the Board
              are not Continuing Directors;

        (iii) there shall be consummated any merger,
              consolidation, or reorganization of the Company
              with any other corporation as a result of which
              less than 50% of the outstanding voting
              securities of the surviving or resulting entity
              are owned by the former shareholders of the
              Company other than a shareholder who is an
              Affiliate or Associate of any party to such
              consolidation or merger;

        (iv)  there shall be consummated (x) any merger of
              the Company or share exchange involving the
              Company in which the Company is not the
              continuing or surviving corporation other than
              a merger of the Company in which each of the
              holders of the Company's Common Stock
              immediately prior to the merger have the same
              proportionate ownership of common stock of the
              surviving corporation immediately after the
              merger;

        (v)   there shall be consummated any sale, lease,
              exchange or other transfer (in one transaction
              or a series of related transactions) of all, or
              substantially all, of the assets of the Company
              to a Person which is not a wholly owned
              subsidiary of the Company; or

        (vi)  the shareholders of the Company approve any
              plan or proposal for the liquidation or
              dissolution of the Company.

     (h)   "Code" means the Internal Revenue Code of 1986, as interpreted by
regulations and rulings issued pursuant thereto, all as amended and in effect
from time to time.

     (i)   "Company" means WPS Resources Corporation, a Wisconsin
corporation, or any successor corporation.

     (j)   "Compensation" means (i) for a Director, the Retainer Fee and
(ii) for an Executive the base salary or wage payable by a Participating
Employer for services performed, including elective contributions to a
Section 125, 129 or 401(k) arrangement or Voluntary Deferrals to this Plan,
but excluding extraordinary payments such as overtime, bonuses, meal
allowances, reimbursed expenses, termination pay, moving pay, commuting
expenses, Mandatory Deferrals to this Plan or other non-elective deferred
compensation payments or accruals, stock options, the value of
employer-provided fringe benefits or coverage, and any

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contributions on behalf of the Executive paid by a Participating Employer to a
survivor's income benefit plan or any other employee benefit plan within the
meaning of ERISA, all determined in accordance with such uniform rules,
regulations or standards as may be prescribed by the Compensation Committee.

     (k)   "Compensation Committee" means the Compensation Committee of the
Board, which functions as the joint Compensation Committee for the Company
and for Wisconsin Public Service Corporation.

     (l)   "Continuing Director" means (i) any member of the Board of
Directors of the Company who was a member of such Board on May 1, 1997, (ii)
any successor of a Continuing Director who is recommended to succeed a
Continuing Director by a majority of the Continuing Directors then on such
Board and (iii) additional directors elected by a majority of the Continuing
Directors then on such Board.

     (m)   "Director" means a non-employee director of a Participating
Employer who has been designated by the Compensation Committee as covered
under or being eligible to participate in the Plan.

     (n)   "ERISA" means the Employee Retirement Income Security Act of
1974, as interpreted by regulations and rulings issued pursuant thereto, all
as amended and in effect from time to time.

     (o)   "Executive" means a common law employee of a Participating
Employer who has been designated by the Compensation Committee as covered
under or otherwise being eligible to participate in this Plan.

     (p)   "Mandatory Deferral" means the amount which may from time to time
be credited to the Stock Account of an Executive in accordance with Section
3.01 and for which the Executive does not receive the option between
receiving such amount as current cash compensation and deferring such amount
into the Plan.

     (q)   "Participant" means either a Director or Executive who is
participating in or eligible to participate in the Plan.

     (r)   "Participating Employer" means Company and any direct or indirect
subsidiary of the Company that, with the consent of the Compensation
Committee, adopts the Plan for the benefit of one or more Executives or
Directors.

     (s)   "Person" means any individual, firm, partnership, corporation or
other entity, including any successor (by merger or otherwise) of such
entity, or a group of any of the foregoing acting in concert.

     (t)   "Retainer Fee" means those fees paid by a Participating Employer
to non-employee directors for services rendered on the Board or any committee
of the Board, or for

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service on the board of directors of a subsidiary or affiliate, including
attendance fees and fees for serving as committee chair.

     (u)   "Secretary" means the Secretary of the Company (or his delegate).

     (v)   "Trust" means the WPS Resources Corporation Deferred Compensation
Trust or other funding vehicle which may from time to time be established, as
amended and in effect from time to time.

     (w)   "Voluntary Deferrals" means amounts (other than Bonus Deferrals)
credited, in accordance with a Participant's election, to his Account in lieu
of the payment of an equal amount of current Compensation.

     (x)   "WPS Resources Stock" means the common stock, $1.00 par value, of
the Company.

     (y)   "WPS Resources Stock Units" means the hypothetical shares of
common stock, $1.00 par value, of the Company, that may be credited (i) to
the Stock Account of an Executive as a result of Mandatory Deferrals or Bonus
Deferrals, or (ii) to the Stock Account of either a Director or Executive as
a result of Voluntary Deferrals.

     Section 1.02.  Construction and Applicable Law.  (a)  Wherever any words
     -----------------------------------------------
are used in the masculine, they shall be construed as though they were used in
the feminine in all cases where they would so apply; and wherever any words
are use in the singular or the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases
where they would so apply.  Titles of articles and sections are for general
information only, and the Plan is not to be construed by reference to such
items.

     This Plan, as applied to Executives, is intended to be a plan of
deferred compensation maintained for a select group of management or highly
compensated employees as that term is used in ERISA, and shall be interpreted
so as to comply with the applicable requirements thereof.  In all other
respects, the Plan is to be construed and its validity determined according
to the laws of the State of Wisconsin to the extent such laws are not
preempted by federal law.  In case any provision of the Plan is held illegal
or invalid for any reason, the illegality or invalidity will not affect the
remaining parts of the Plan, but the Plan shall, to the extent possible, be
construed and enforced as if the illegal or invalid provision had never been
inserted.

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                      ARTICLE II.  PLAN ACCOUNTS


     Section 2.01.  Establishment of Accounts.  One or more of the following
     -----------------------------------------
Accounts (as applicable) will be established in the name of each Participant
who (i) is identified on Schedule A as being eligible to participate in
either the Voluntary Deferral component of the Plan or the Mandatory Deferral
component of the Plan or in both the Voluntary Deferral and Mandatory
Deferral components of the Plan, or (ii) is eligible for and has elected to
make Bonus Deferrals in accordance with the procedures specified in Section
8.02(b) of the WPS Resources Corporation Short-Term Variable Pay Plan:

     (a)   Reserve Account A

     (b)   Reserve Account B

     (c)   Stock Account.

     Section 2.02.  Reserve Account A.  (a)  This Account will be credited
     ---------------------------------
with the reserve account balance accumulated by a Participant as of
December 31, 1995 under the prior deferred compensation program of Wisconsin
Public Service Corporation.  Except for attributed earnings as described
below, no further "contributions" or credits of any kind will be made to this
Account on behalf of a Participant.

     (b)   As of the end of each Plan Year, the Account will be credited
with an interest equivalent on the balance in the Account from time to time
during the year.  The annual interest equivalent will be the sum (on a non-
compounded basis) of the attributed earnings for each month during the year
based on the Account balance as of the last day of the month.  Unless
modified by the Compensation Committee, the interest equivalent rate for any
month will be the greater of:

        (i)   one-half of one percent (0.5%); or

        (ii)  one-twelfth (1/12) of the return on common
              shareholders' equity (ROE).  For the months of
              April through September, ROE means the
              consolidated return on equity of the Company
              and all subsidiaries for the twelve (12) months
              ended on the preceding March 31 as calculated
              pursuant to the Company's standard accounting
              procedure for financial reporting to
              shareholders.  For the months October through
              March, ROE means return on equity as described
              above for the twelve (12) months ended on the
              preceding September 30.

     (c)   The Compensation Committee may revise the interest equivalent
rate described in Section 2.02(b) above or the manner in which it is
calculated, but in no event shall the rate

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be less than six percent (6%) per annum.  Any such revised rate shall be
effective with the calendar month following such action by the Compensation
Committee.

     (d)   Notwithstanding Sections 2.02(b) and (c), in the event of a
Change in Control, the rate of interest equivalent for each month following
the Change in Control for which attributed earnings are required to be
calculated shall be the greater of (A) the rate of interest equivalent
otherwise applicable under Section 2.02(b) and (c) above calculated based
upon the consolidated return on common shareholders equity of the Company
(including for this purpose any successor corporation that is the survivor of
a merger with the Company or any successor to that corporation) and all
subsidiaries, and (B) a rate equal to two (2) percentage points above the
prime lending rate at Firstar Bank Milwaukee, Milwaukee, Wisconsin (or any
successor thereto) as of the last business day of that month.  The minimum
rate of interest equivalent under clause (B) above shall not apply with
respect to any Participant who terminates employment under circumstances
entitling the Participant to benefits under a Key Executive Employment and
Severance Agreement in effect between the Company and such Participant.

     Section 2.03.  Reserve Account B.  (a)  This Account shall be credited
     ---------------------------------
with Voluntary Deferrals made after December 31, 1995 which a Participant
elects to allocate to this Account in accordance with Section 3.02(c)(ii).

     (b)   As of the end of each Plan Year, the Account will be credited
with an interest equivalent on the balance in the Account from time to time
during the year.  The annual interest equivalent will be the sum (on a non-
compounded basis) of the attributed earnings for each month during the year
based on the Account balance as of the last day of each month.  Unless
modified by the Compensation Committee, the interest equivalent rate for any
month will be the greater of:

        (i)   one-half of one percent (0.5%); or

        (ii)  seventy percent (70%) of one-twelfth (1/12) of
              the return on common shareholders equity (ROE).
              For the months of April through September, ROE
              means the consolidated return on equity of the
              Company and all subsidiaries for the twelve
              (12) months ended on the preceding March 31 as
              calculated pursuant to the Company's standard
              accounting procedure for financial reporting to
              shareholders.  For the months October through
              March, ROE means return on equity as described
              above for the twelve (12) months ended on the
              preceding September 30.

     (c)   The Compensation Committee may revise the interest equivalent
rate described in Section 2.03(b) above or the manner in which it is
calculated, but in no event shall the rate be less than six percent (6%) per
annum.  Any such revised rate shall be effective with the calendar month
following such action by the Compensation Committee.

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     (d)   Notwithstanding Sections 2.03(b) and (c), in the event of a
Change in Control, the rate of interest equivalent for each month following
the Change in Control for which attributed earnings are required to be
calculated shall be the greater of (A) the rate of interest equivalent
otherwise applicable under Section 2.03(b) and (c) above calculated based
upon the consolidated return on common shareholders equity of the Company
(including for this purpose any successor corporation that is the survivor of
a merger with the Company or any successor to that corporation) and all
subsidiaries, and (B) a rate equal to two (2) percentage points above the
prime lending rate at Firstar Bank Milwaukee, Milwaukee, Wisconsin (or any
successor thereto) as of the last business day of that month. The minimum
rate of interest equivalent under clause (B) above shall not apply with
respect to any Participant who terminates employment under circumstances
entitling the Participant to benefits under a Key Executive Employment and
Severance Agreement in effect between the Company and such Participant.
Further, in the case of any other Participant, the minimum rate of interest
equivalent under clause (B) shall cease to apply on the third anniversary of
the Change in Control in the event that the Participant is actively employed
by the Company (or any successor thereto or affiliate thereof) on such date.

     Section 2.04.  Stock Account.  (a)  This Account shall be credited with
     -----------------------------
(i) all Mandatory Deferrals made after December 31, 1995, (ii) those Voluntary
Deferrals made after December 31, 1995 which a Participant, in accordance
with Section 3.02(c)(ii), elects to allocate to this Account, and (iii) all
Bonus Deferrals.

     (b)   As of the end of each month, all Voluntary Deferrals, Mandatory
Deferrals, and Bonus Deferrals made by or on behalf of a Participant during
that month and allocated to the Participant's Stock Account (the "Convertible
Amount") shall be converted, for recordkeeping purposes, into whole and
fractional WPS Resources Stock Units, with fractional units calculated to
four decimal places.  The conversion shall be accomplished by dividing each
Participant's Convertible Amount by the average purchase price of all shares
of WPS Resources Stock purchased during that month by or on behalf of the
Trust and the WPS Resources Corporation Stock Investment Plan.  Likewise, any
dividends that would have been payable on the WPS Resources Stock Units
credited to a Participant's Stock Account had such Units been actual shares
of WPS Resources Stock shall be converted, for recordkeeping purposes, into
whole and fractional WPS Resources Stock Units based on the average purchase
price of all shares of WPS Resources Stock purchased by or on behalf of the
Trust and the WPS Resources Corporation Stock Investment Plan during the
month in which the dividend is paid.

     Section 2.05.  Accounts are For Recordkeeping Purposes Only.  The Plan
     ------------------------------------------------------------
Accounts described in this Article II above serve solely as a device for
determining the amount of benefits accumulated by a Participant under the
Plan, and shall not constitute or imply an obligation on the part of a
Participating Employer to fund such benefits.  In any event, the Company may,
in its discretion, set aside assets equal to part or all of such account
balances and invest such assets in Company stock, life insurance or any other
investment deemed appropriate.  Any such assets, including WPS Resources
Stock and any other assets held under the Trust, shall be and remain the sole
property of the Company and except to the extent that

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the Trust authorizes a Participant to direct the trustee with respect to the
voting of WPS Resources Stock held in the Trust, a Participant shall have no
proprietary rights of any nature whatsoever with respect to such assets.

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             ARTICLE III.  MANDATORY AND VOLUNTARY DEFERRALS


     Section 3.01.  Mandatory Deferrals.  The Compensation Committee may, from
     -----------------------------------
time to time, authorize a Mandatory Deferral to be made on behalf of covered
Executives.  The authorization of any such contribution, the Executives
entitled to the contribution, and the amount to be credited to each eligible
Executive, shall be determined by the Compensation Committee in its sole
discretion; provided that the maximum Mandatory Deferral for any year shall
not exceed thirty percent (30%) of an Executive's Compensation for the year.
Any Mandatory Deferral will be credited to an eligible Executive's Stock
Account and converted into WPS Resources Stock Units in accordance with
Section 2.04.

     Section 3.02.  Election to Make Voluntary Deferrals.  (a)  A Participant
     ----------------------------------------------------
may elect to make Voluntary Deferrals by submitting a properly completed and
signed election form to the Secretary on or before December 20, 1995.  If the
Participant so elects, Voluntary Deferrals will commence with respect to
Compensation earned by a Participant on or after January 1, 1996.
Notwithstanding the foregoing, if, as of January 1, 1996, the Participant has
in effect an election under the prior deferred compensation program
maintained by Wisconsin Public Service Corporation and does not file an
election with the Secretary in accordance with this Section 3.02(a), the
prior election shall be deemed the Participant's initial election under this
Plan.

     (b)   If a Director or Executive first becomes eligible to participate
in the Plan following the election period described in Section 3.02(a) above
(such as, for example, a Director who commences service or an Executive who
is newly designated by the Compensation Committee as being eligible) the
initial deferral election may be made within thirty (30) days of the date
that such person first becomes eligible under the Plan, and shall be
effective with respect to Compensation earned by the Participant in the first
payroll commencing on or after the date on which the deferral election is
made.

     (c)   A Participant's election shall be in such form as the Secretary
may prescribe, and shall specify:

        (i)   The percentage or dollar amount of Compensation
              to be deferred as a Voluntary Deferral.  A
              Director may elect to defer all or any part of
              his Compensation, in whole dollar amounts or in
              increments of one percent (1%).  An Executive
              may, without the consent of the Compensation
              Committee, elect to defer a portion of his
              Compensation, in whole dollar amounts or in
              increments of one percent (1%), provided that
              the amount or percentage elected does not
              exceed thirty percent (30%) of the Executive's
              Compensation.  An Executive may elect to defer
              more than thirty percent (30%) of Compensation
              only if the Compensation Committee has approved
              the Executive's specific deferral percentage or
              amount.

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        (ii)  Whether the Voluntary Deferrals are to be
              credited to the Participant's Reserve Account
              (Reserve Account B) or the Participant's Stock
              Account.  If the Participant desires to
              allocate Voluntary Deferrals to both his
              Reserve and Stock Accounts, the election must
              further specify the portion of the Voluntary
              Deferrals, in whole dollar amounts or in
              increments of one percent (1%), to be allocated
              to each Account.

     (d)   An election shall be deemed made only when it is received by the
Secretary, and shall remain in effect until modified by the Participant in
accordance with Section 3.03 below or otherwise revoked in accordance with
Plan rules.

     Section 3.03.  Revision or Modification of Voluntary Deferral Election.
     -----------------------------------------------------------------------
(a)  A Participant's initial election under Section 3.02 (including an
election not to make Voluntary Deferrals) shall remain in effect from year to
year unless revised or modified by the Participant in accordance with this
Section 3.03 or otherwise revoked in accordance with Plan rules.

     (b)   A Participant may modify his then current election (including an
election not to make Voluntary Deferrals) by filing a revised election form,
properly completed and signed, with the Secretary.  The revised election will
be effective with respect to Compensation earned by the Participant in the
first payroll period commencing on or after the date on which the revised
election is received by the Secretary.

     (c)   An election shall be deemed revised in accordance with this
Section 3.03 only when the revised election is received by the Secretary, and
once effective, the revised election shall remain in effect until further
revised in accordance with this Section 3.03 or otherwise revoked in
accordance with Plan rules.  Revised elections are prospectively effective
with respect to Compensation earned on or after the applicable effective date
described in Section 3.03(b) and (c) above.  A revised election does not
operate to modify or otherwise reallocate the amounts deferred prior to the
effective date of the revised election.

     Section 3.04.  Involuntary Termination of Voluntary Deferral Elections.
     -----------------------------------------------------------------------
A deferral election shall be automatically revoked upon termination of service
as a Director (in the case of a Director) or termination of employment (in
the case of an Executive).  In addition, an Executive's deferral election
shall terminate on the first day of the Plan Year following the date that the
Compensation Committee determines that the Executive is no longer eligible to
participate in the Plan, including any such action that may be necessary in
order for the Plan to qualify under ERISA, with respect to Executive
employees, as a plan of deferred compensation for a select group of
management or highly compensated employees.

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            ARTICLE IV.  DISTRIBUTION OF RESERVE ACCOUNT A,
                 RESERVE ACCOUNT B AND STOCK ACCOUNTS


     Section 4.01.  Distribution Election.  (a)  The distribution election (if
     -------------------------------------
any) made by a Participant under the prior deferred compensation program
maintained by Wisconsin Public Service Corporation shall be his distribution
election under this Plan unless and until modified in accordance with Section
4.02 below.

     (b)   A new Participant shall, at the time he commences participation
in the Plan, make a distribution election with respect to his Account.  The
election shall be in such form as the Secretary may prescribe, and shall
specify the distribution commencement date, the distribution period, the
method of distributing earnings credited to the Account, and the distribution
method applicable following the Participant's death.  Any such election shall
be consistent with the following rules (or where the Participant fails to
make a selection, in accordance with the default rules set forth below):

        (i)   Distribution Commencement Date.  Unless the
              -------------------------------
              Participant has selected a later commencement
              date (which in no event shall be later than the
              first distribution period following the
              Participant's attainment of age 72),
              distribution of a Participant's Accounts will
              commence within 60 days following the end of
              the calendar year in which occurs the
              Participant's retirement or termination of
              employment or service.  For purposes of this
              Plan, a participating Executive who is disabled
              shall be deemed to have retired or terminated
              at the conclusion of benefits under all
              disability income plans sponsored by a
              Participating Employer or to which a
              Participating Employer contributes.  Further, a
              participating Executive who ceases employment
              with a Participating Employer in connection
              with an early retirement (reduction in force)
              program sponsored by the Participating Employer
              shall, if a participant in the Wisconsin Public
              Service Administrative Employees Retirement
              Plan, be deemed to have retired upon
              commencement of retirement benefits under such
              plan.

        (ii)  Distribution Period.  Distributions will be
              --------------------
              made in 1, 3, 6, 9, 12 or 15 annual
              installments, as elected by the Participant.

        (iii) Method of Calculating Annual Distribution
              -----------------------------------------
              Amount.  Unless the Participant elects the
              -------
              Alternate Distribution Method, the amount to be
              distributed to the Participant each year during
              the distribution period will be determined

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              under the Regular Distribution Method.  The
              Regular and Alternate Distribution Methods are
              described in more detail in Section 4.03.

        (iv)  Distribution of Remaining Account Following
              -------------------------------------------
              Participant's Death.  In the event of the
              --------------------
              Participant's death, the Participant's
              remaining undistributed interest will be
              distributed to the Beneficiary designated by
              the Participant in either a single sum payment
              or in installments, as elected by the
              Participant.  If the Participant has elected
              that death benefits be paid in a single sum,
              the payment shall be made no later than March 1
              following the calendar year in which occurs the
              Participant's death.  If the Participant has
              elected that death benefits be paid in
              installments, (A) any installments previously
              commenced to the Participant shall continue to
              the Beneficiary and (B) if installment
              distributions had not commenced as of the date
              of the Participant's death, payments over the
              installment period elected by the Participant
              shall commence to the Beneficiary no later than
              March 1 following the calendar year in which
              occurs the Participant's death.

     (c)   A distribution election shall be deemed made only when it is
received by the Secretary, and shall remain in effect until modified by the
Participant in accordance with Section 4.02 below or otherwise revoked in
accordance with Plan rules.

    Section 4.02.  Modified Distribution Election.  A Participant may from
    ----------------------------------------------
time to time modify his distribution election by filing a revised distribution
election, properly completed and signed, with the Secretary.  However, a
revised distribution election will be given effect only if the Participant
remains employed by (or in the case of a Director, continues service on the
Board or the board of directors of a Participating Employer) for twenty-four
(24) consecutive months following the date that the revised election is
received by the Secretary.

     Section 4.03.  Calculation of Annual Distribution Amount.  (a)  For any
     ---------------------------------------------------------
Participant whose retirement date was prior to January 1, 1996, distribution
will continue to be calculated under the distribution method applicable to
such Participant at the time his distributions commenced under the terms of
the prior deferred compensation program maintained by Wisconsin Public
Service Corporation.

     (b)   For any Participant whose retirement date is after December 31,
1995, unless the Participant has selected the Alternate Distribution Option,
the annual distribution amount shall be separately calculated for the
Participant's interest (if any) in Reserve Account A, Reserve Account B and
the Stock Account.

                                 14

                               E-225

<PAGE>

        (i)   The annual distribution amount for Reserve
              Account A and Reserve Account B shall be
              determined by dividing the balance in each
              Account as of January 1 of the year for which
              the distribution is being made by the number of
              installment payments remaining to be made under
              the distribution period selected by the
              Participant.  Distributions from Reserve
              Account A and Reserve Account B shall be made
              in cash.  The amount of any distribution under
              this Section 4.03(b)(i) will be charged pro-
              rata against the Participant's interest in
              Reserve Account A and B.

        (ii)  The annual distribution amount for the Stock
              Account shall be determined on a share basis by
              dividing the number of WPS Resources Stock
              Units credited to the Participant's Stock
              Account as of January 1 of the year for which
              the distribution is being made by the number of
              installment payments remaining to be made under
              the distribution period selected by the
              Participant, and then rounding the quotient
              obtained for all but the final installment to
              the next lowest whole number of WPS Resources
              Stock Units.  The Committee will then
              distribute to the Participant shares of WPS
              Resources Stock and/or cash equal to the annual
              distribution amount.  For any portion of the
              distribution that the Committee elects to
              satisfy by making a cash payment to the
              Participant, the cash payment shall be
              determined by multiplying the annual
              distribution amount (or the portion of the
              annual distribution amount being satisfied in
              cash) by the closing price of WPS Resources
              Stock on January 21 of the year in which the
              distribution is being made, as such share price
              is reported in the Wall Street Journal's New
              York Stock Exchange Composite Transactions
              listing.  If January 21 falls on a Saturday,
              Sunday or holiday, the calculation of the cash
              portion of the distributions will be made based
              upon the closing price as reported for the
              immediately preceding business day.

     (c)   For any Participant whose retirement date is after December 31,
1995 and who has selected the Alternate Distribution Method, the annual
distribution amount shall be separately calculated for the Participant's
interest (if any) in Reserve Account A, Reserve Account B and the Stock
Accounts of January 1 of the year in which distributions commence.  The
annual distribution amounts, once calculated, shall not thereafter be
recalculated.

                                 15

                               E-226

<PAGE>

        (i)   For the year in which distribution commences,
              the annual distribution amount for Reserve
              Account A and Reserve Account B shall be
              determined by dividing the balance in each
              Account as of January 1 of the year in which
              distribution commences by the number of
              installment payments selected by the
              Participant.  For each succeeding distribution
              year, the Participant shall be entitled to a
              distribution equal to the annual distribution
              amount calculated in accordance with the
              preceding sentence, plus all interest
              equivalent credited to the Account during the
              preceding calendar year.  Distributions from
              Reserve Account A and Reserve Account B shall
              be made in cash.  The amount of any
              distribution under this Section 4.03(c)(i) will
              be charged pro-rata against the Participant's
              interest in Reserve Account A and B.

        (ii)  For the year in which distribution commences,
              the annual distribution amount for the Stock
              Account shall be determined on a share basis by
              dividing the number of WPS Resources Stock
              Units credited to the Participant's Stock
              Account as of January 1 of the year in which
              distribution commences by the number of
              installment payments selected by the
              Participant, and then rounding the quotient
              obtained for all but the final installment to
              the next lowest whole number of WPS Resources
              Stock Units.  For each succeeding distribution
              year, the Participant shall be entitled to
              distribution of the number of WPS Resources
              Stock Units determined in accordance with the
              preceding sentence, plus all additional WPS
              Resources Stock Units credited to the Stock
              Account during the preceding calendar year on
              account of the assumed reinvestment of
              dividends, disregarding for all but the final
              installment any fractional WPS Resources Stock
              Units.  The Committee will then distribute to
              the Participant shares of WPS Resources Stock
              and/or cash equal to the number of WPS
              Resources Stock Units required to be
              distributed for that year.  For any portion of
              the distribution that the Committee elects to
              satisfy by making a cash payment to the
              Participant, the cash payment shall be
              determined by multiplying the distribution
              amount (or the portion of the distribution
              amount being satisfied in cash) by the closing
              price of WPS Resources Stock on January 21 of
              the year in which the distribution is being
              made, as such share price is reported in the
              Wall Street Journal's New York Stock

                                 16

                               E-227

<PAGE>

              Exchange Composite Transactions listing.  If
              January 21 falls on a Saturday, Sunday or holiday,
              the calculation of the cash portion of the
              distributions will be made based upon the
              closing price as reported for the immediately
              preceding business day.

     Section 4.04.  Time of Distribution.  WPS Resources Stock distributed to
     ------------------------------------
a Participant shall be distributed on January 22 (or if January 22 falls on a
Saturday, Sunday or holiday, the immediately following business day).  For
distribution and tax reporting purposes, the value of WPS Resources Stock
distributed shall equal the number of shares distributed multiplied by the
closing price of WPS Resources Stock on January 21 (or if January 21 falls on
a Saturday, Sunday or holiday, the immediately preceding business day) of the
year in which the distribution is being made as reported in the Wall Street
Journal's New York Stock Exchange Composite Transaction listing.  The cash
portion of any distribution will be made no later than March 1 of the year
for which the distribution is being made.

     Section 4.05.  Other Distribution Rules.  (a)  Subject to adjustment as
     ----------------------------------------
provided in paragraph (c) of this Section 4.05, the total number of
authorized but previously unissued shares of WPS Stock which may be
distributed to Participants pursuant to the Plan shall be one hundred
thousand (100,000), which number shall not be reduced by or as a result of
(i) any cash distributions pursuant to the Plan or (ii) the distribution to
Participants pursuant to the Plan of any outstanding shares of WPS Stock
purchased by or on behalf of the Trust.

     (b)   The amount actually distributed to the Participant will be
reduced by applicable income tax withholding.  Unless the Participant has
made a contrary election, income tax on the entire annual distribution amount
will be withheld from the cash portion of the distribution, and WPS Resources
Stock will be used to satisfy withholding obligations only to the extent that
the cash portion of the distribution is insufficient for this purpose.

     (c)   In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, share
combination or other change in the corporate structure of the Company or a
Participating Employer affecting WPS Stock, such adjustment shall be made in
the number and class of shares which may be distributed pursuant to the Plan
as may be determined to be appropriate and equitable by the Compensation
Committee in its sole discretion.

                                17

                               E-228

<PAGE>

         ARTICLE V.  SPECIAL DEATH BENEFIT FOR PARTICIPANTS
       WHO DIE WHILE MAKING VOLUNTARY AND MANDATORY DEFERRALS


     Section 5.01.  Eligibility.  If an Executive who is identified in
     ---------------------------
Schedule B (as from time to time amended by the Compensation Committee) dies
prior to attainment of age sixty-two (62) and while employed by a
Participating Employer, and if at the time of the Executive's death Voluntary
or Mandatory Deferrals were being made by or on behalf of the Executive, then
a special death benefit shall be paid to the Executive's Beneficiary.  This
special death benefit is in addition to any other death benefit payable under
the Plan.

     Section 5.02.  Calculation of Special Death Benefit Amount.  The special
     -----------------------------------------------------------
death benefit shall be an amount equal to the lesser of one million dollars
($1,000,000) or the sum of (a), (b), (c) and (d) below.

     (a)   The difference between (i) the Voluntary Deferrals (not in excess
of twenty percent (20%) of Compensation) and Mandatory Deferrals that would
have been made by or on behalf of the Executive during the month in which
occurs the Executive's death, assuming, for this purpose that the Executive
had lived, and (ii) the Voluntary Deferrals and the Mandatory Deferrals
actually made during such month;

     (b)   The product obtained by multiplying (i) the Voluntary Deferrals
(not in excess of twenty percent (20%) of Compensation) and Mandatory
Deferrals made by or on behalf of the Executive during the month prior to the
month in which occurs the Executive's death, and (ii) the number of full
calendar months, inclusive, from the month following the month in which
occurs the Executive's death to the month preceding the month in which the
Executive would have attained age sixty-two (62) had he lived;

     (c)   In the event the Executive's birthday is other than the first day
of a calendar month, for the month in which the Executive would have attained
age sixty-two (62), the product obtained by multiplying (i) the Voluntary
Deferrals (not in excess of twenty percent (20%) of Compensation) and the
Mandatory Deferrals made by or on behalf of the Executive during the month
prior to the month in which occurs the Executive's death, and (ii) a
fraction, the numerator of which is the number of days in such month prior to
the Executive's sixty-second (62nd) birthday and the denominator of which is
the total number of days in the month;

     (d)   A projected earnings factor equal to the amount of interest
equivalent that would have accumulated on the amounts described in (a), (b)
and (c) above.  The projected earnings factor shall be calculated using the
interest equivalent rate that was in effect under Reserve Account B for the
month prior to the month in which occurs the Executive's death.  The
calculation shall assume that the Voluntary and Mandatory Deferrals described
in (a), (b) and (c) above were credited to Reserve Account B on a monthly
basis assuming that the Executive had lived and continued to make Voluntary
and Mandatory Deferrals.  The interest equivalent shall be compounded in the
same manner as the Executive's actual Reserve Account balance, i.e., the
annual interest equivalent calculated as of the end of each Plan Year will be
the sum

                                 18

                               E-229

<PAGE>

(on a non-compounded basis) of the attributed earnings for each month
during the year based on the Account balance as of the last day of the month.

     Section 5.03.  Payment of Special Death Benefit.  (a)  The special death
     ------------------------------------------------
benefit calculated in accordance with Section 5.02 above shall be paid to the
Executive's Beneficiary in fifteen (15) annual installments, with the first
installment commencing within sixty (60) days of the Executive's death.  The
benefit calculated under Section 5.02 is a fixed amount which does not accrue
earnings or interest equivalent on the undistributed balance.

                                 19

                               E-230

<PAGE>

           ARTICLE VI.  SUPPLEMENTAL RETIREMENT BENEFIT


     Section 6.01.  Supplemental Retirement Benefit.  (a)  An Executive who at
     -----------------------------------------------
the time of his retirement or termination of employment is identified in
Schedule C shall be entitled to a supplemental retirement benefit if the
Executive:

        (i)   retires from a Participating Employer on or
              after attainment of age fifty-eight (58); or

        (ii)  terminates employment with a Participating
              Employer on or after the attainment of age
              fifty (50) provided that the Executive has
              completed ten (10) or more years of service
              with a Participating Employer; or

        (iii) terminates employment with a Participating
              Employer prior to satisfaction of the
              requirements specified in Section 6.01(a)(i) or
              (ii) above but with the advance written
              approval of the Compensation Committee.

     (b)   An Executive who at the time of his termination of employment is
identified in Schedule C shall be entitled to a reduced supplemental benefit
if the Executive terminates employment from a Participating Employer after
attainment of age fifty (50) but prior to satisfying the requirements of
Section 6.01(a) above.

     Section 6.02.  Amount of Supplemental Benefit.  (a)  An Executive who
     ----------------------------------------------
qualifies for the supplemental retirement benefit under Section 6.01(a) above
shall receive a monthly amount equal to twenty percent (20%) [in the case of
an Executive identified in Part I of Schedule C] or ten percent (10%) [in the
case of an Executive identified in Part II of Schedule C] of the Executive's
"average monthly compensation".

     (b)   An Executive who qualifies for the supplemental retirement
benefit under Section 6.01(b) above shall receive a monthly amount equal to
the product obtained by multiplying (i) the monthly benefit determined under
Section 6.02(a) above, by (ii) a fraction, the numerator of which is the
Executive's years of service with a Participating Employer (including
fractional years) and the denominator of which is ten (10).

     (c)   The Executive's "average monthly compensation" is the Executive's
"compensation", expressed on a monthly basis, during whichever period of
thirty-six (36) consecutive months of employment produces the highest
average.  For this purpose, "compensation" shall have the same meaning as
under the Wisconsin Public Service Corporation Administrative Employees'
Retirement Plan with the exception that (i) Voluntary Deferrals and Mandatory
Deferrals made by or on behalf of the Executive during the relevant period
will be included in the Executive's compensation and (ii) the compensation
limitation specified in Section 401(a)(17) of the Internal Revenue Code shall
not apply.

                                 20

                               E-231

<PAGE>

     Section 6.03.  Commencement and Duration of Supplemental Retirement
     -------------------------------------------------------------------
Benefits.  Monthly payments calculated in accordance with Section 6.02 above
---------
will commence to the Executive with a payment for the month following the
later to occur of (i) the month in which the Executive retires or terminates
employment, or (ii) the month in which the Executive attains age fifty-eight
(58).  Monthly payments to the Executive shall continue until the earlier to
occur of (a) the month in which occurs the Executive's death, or (b) one
hundred twenty (120) monthly payments have been made.

     Section 6.04.  Death After Benefit Commencement But Prior to Receipt of
     -----------------------------------------------------------------------
120 Monthly Payments.  If the Executive dies after his supplemental retirement
---------------------
benefit has commenced but before receipt of 120 payments, and if the
Executive leaves a surviving spouse to whom the Executive was lawfully
married on the date of his death, the surviving spouse shall receive monthly
payments equal to fifty percent (50%) of the amount of the benefit that was
being paid to the Executive.  This benefit will commence with a payment for
the month following the month in which occurs the death of the Executive and
shall continue until the earlier to occur of (a) the month in which occurs
the death of the surviving spouse, or (b) a total of one hundred twenty (120)
monthly payments have been made to either the Executive or the surviving
spouse.

     Section 6.05.  Death Prior to Benefit Commencement.  If the Executive
     ---------------------------------------------------
dies prior to commencement of his supplemental retirement benefit, and if the
Executive leaves a surviving spouse to whom the Executive was lawfully
married on the date of his death, the surviving spouse shall receive monthly
payments equal to fifty percent (50%) of the amount that would have been paid
to the Executive (disregarding, in the case of an Executive who dies while
actively employed, the age and service conditions described in Section 6.01
above but with the benefit amount calculated without assuming any salary
increases).  This benefit will commence with a payment for the month
following the month in which occurs the death of the Executive and shall
continue until the earlier to occur of (a) the month in which occurs the
death of the surviving spouse, or (b) one hundred twenty (120) monthly
payments have been made.

     Section 6.06.  Special Rules Applicable Upon a Change in Control.  In the
     -----------------------------------------------------------------
event of a Change in Control and unless otherwise waived by the Executive, an
Executive who is identified in Schedule C and who is actively employed on the
Change in Control date shall be entitled to receive a supplemental retirement
benefit whether or not the Executive has satisfied the eligibility conditions
set forth in Section 6.01.  The supplemental retirement benefit shall
commence to the Executive with a payment for the month following the month in
which the Executive retires or otherwise terminates employment following the
Change in Control, and shall continue until the earlier to occur of (a) the
Executive's death, or (b) one hundred twenty (120) monthly payments have been
made; provided that the Executive, in accordance with rules prescribed by the
Committee but in no event after the Executive's termination of employment,
may waive the application of this sentence in which case the rules of Section
6.03 shall govern the distribution of the Executive's benefit.  If the
Executive dies after benefit commencement but prior to receiving one hundred
twenty (120) monthly payments, or if the Executive dies prior to benefit
commencement, the provisions of Sections 6.04 and 6.05 shall apply

                                 21

                               E-232

<PAGE>

PROTECTION OF QUALIFIED RETIREMENT PLAN BENEFIT

     Section 6.07.  Pension Equalization Benefit.  (a)  In the case of an
     --------------------------------------------
Executive who is identified on Schedule D ( as from time to time amended by
the Compensation Committee) and who participates in the Wisconsin Public
Service Corporation Administrative Employees' Retirement Plan ("Retirement
Plan"), a monthly benefit shall be paid to the Executive during his lifetime,
and if applicable, to his surviving spouse following the Executive's death, a
monthly amount equal to the difference between:

        (i)   The monthly benefit that would have been
              payable to or on behalf of the Participant
              under the Retirement Plan had the Participant's
              (A) compensation for Retirement Plan purposes
              been calculated prior to reduction for
              Voluntary and Mandatory Deferrals made to this
              Plan and without regard to the compensation
              limitation described in Section 401(a)(17) of
              the Code, and (B) benefit been calculated
              without regard to the maximum benefit
              limitation described in Section 415 of the
              Internal Revenue Code; and

        (ii)  The monthly benefit actually payable to or on
              behalf of the Executive under the Retirement
              Plan.

     (b)   Payments under this Section 7.01 shall cease when all benefits
payable to or on behalf of the Executive under the Retirement Plan are
discontinued.

                                 22

                               E-233

<PAGE>

         ARTICLE VII.  RULES WITH RESPECT TO WPS RESOURCES STOCK
                       AND WPS RESOURCES STOCK UNITS


     Section 7.01.  Transactions Affecting WPS Resources Stock.  In the event
     ----------------------------------------------------------
of any merger, share exchange, reorganization, consolidation,
recapitalization, stock dividend, stock split or other change in corporate
structure affecting WPS Resources Stock, appropriate adjustments shall be made
to the WPS Resources Stock Units (if any) credited to the Stock Account of
each Participant.

     Section 7.02.  No Shareholder Rights With Respect to WPS Resources Stock
     ------------------------------------------------------------------------
Units.  Participants shall have no rights as a stockholder pertaining to
------
WPS Resources Stock Units credited to their Stock Account.  No WPS Resources
Stock Unit nor any right or interest of a Participant under the Plan in any
WPS Resources Stock Unit may be assigned, encumbered, or transferred, except
by will or the laws of descent and distribution.  The rights of a Participant
hereunder with respect to any WPS Resources Stock Unit are exercisable during
the Participant's lifetime only by him or his guardian or legal
representative.

                                 23

                               E-234

<PAGE>

                ARTICLE VIII.  PARTICIPATING EMPLOYERS


     Section 8.01.  Responsibility for Benefits.  Each Participating Employer
     -------------------------------------------
shall be responsible for providing all benefits under the Plan that became
payable to a Participant who is or was employed by (or serves or served on
the board of directors of) that Participating Employer.  To the extent that a
Participant is or was employed by two or more Participating Employers, each
such Participating Employer shall be responsible for providing the portion of
the Participant's benefits accrued while in the employ of that employer.

                                 24

                               E-235

<PAGE>

                        ARTICLE IX.  PROVISIONS


     Section 9.01.  Administration.  The Compensation Committee shall
     ------------------------------
administer and interpret the Plan and supervise preparation of Participant
elections, forms, and any amendments thereto.  To the extent necessary to
comply with applicable conditions of Rule 16b-3, the Compensation Committee
shall consist of not less than two members of the Board, each of whom is also
a director of Parent and qualifies as a "non-employee director" for purposes
of Rule 16b-3.  If at any time the Compensation Committee shall not be in
existence or not be composed of members of the Board who qualify as
"non-employee directors", then all determinations affecting Participants who
are subject to Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act") shall be made by the full Board.  The Board may, in its
discretion, delegate to the Secretary or another committee of the Board any or
all of the authority and responsibility of the Compensation Committee with
respect to participation by Participants other than Participants who are
subject to Section 16 of the Exchange Act at the time any such delegated
authority or responsibility is exercised.  Interpretation of the Plan shall be
within the sole discretion of the Compensation Committee and shall be final
and binding upon each Participant and Beneficiary.  The Compensation
Committee, and the Secretary with respect to matters assigned to him under
this Plan or delegated to him by the Compensation Committee, may adopt and
modify rules and regulations relating to the Plan as it deems necessary or
advisable for the administration of the Plan.  If the Secretary shall also be
a Participant or Beneficiary, any determinations affecting the Secretary's
participation in the Plan shall be made by the Compensation Committee.

     Section 9.02.  Compliance With Securities Exchange Act.  Transactions
     -------------------------------------------------------
under the Plan are intended to comply with all applicable conditions of
Rule 16b-3 or its successor under the Exchange Act.  The Plan shall be
administered by the Compensation Committee so that transactions under the
Plan will be exempt from Section 16 of the Exchange Act pursuant to
regulations and interpretations issued from time to time by the Securities
and Exchange Commission.

     Section 9.03.  Participant Rights Unsecured.  (a)  The right of a
     --------------------------------------------
Participant or his Beneficiary to receive a distribution hereunder shall be
an unsecured claim, and neither the Participant nor any Beneficiary shall
have any rights in or against any amount credited to his Account or any other
specific assets of a Participating Employer.  The right of a Participant or
Beneficiary to the payment of benefits under this Plan shall not be assigned,
encumbered, or transferred, except by will or the laws of descent and
distribution.  The rights of a Participant hereunder are exercisable during
the Participant's lifetime only by him or his guardian or legal
representative.

     (b)   The Company may authorize the creation of a trust or other
arrangements to assist in meeting the obligations created under the Plan.
However, any liability to any person with respect to the Plan shall be based
solely upon any contractual obligations that may be created pursuant to the
Plan.  No obligation of a Participating Employer shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of a
Participating Employer.

                                 25

                               E-236

<PAGE>

Nothing contained in this Plan and no action taken pursuant to its terms shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between a Participating Employer and any Participant or
Beneficiary, or any other person.

     (c)   If, after a Change in Control, (i) a dispute arises with respect
to the enforcement of the Participant's rights under the Plan, or (ii) any
legal proceeding shall be brought to enforce or interpret any provision
contained in the Plan or to recover damages for breach of the Plan, in either
case so long as the Participant is not acting in bad faith or otherwise
pursuing a course of action that a reasonable person would determine to be
frivolous, the Participant shall recover from the Company any reasonable
attorneys' fees and necessary costs and disbursements incurred as a result of
such dispute or legal  proceeding ("Expenses"), and prejudgment interest on
any money judgment obtained by the Participant calculated at the rate of
interest announced by Firstar Bank Milwaukee, Milwaukee, Wisconsin (or any
successor thereto), from time to time as its prime or base lending rate from
the date that payments to the Participant should have been made under this
Plan.  Within ten (10) days after the Participant's written request therefor,
the Company shall pay to the Participant, or such other person or entity as
the Participant may designate in writing to the Company, the Participant's
Expenses in advance of the final disposition or conclusion of any such
dispute or legal proceeding.  In the case of a deceased Participant, this
Section 10.03(c) shall apply with respect to the Participant's Beneficiary or
estate.

     Section 9.04.  Income Tax Withholding.  Subject to Section 4.04(c), no
     --------------------------------------
later than the date as of which an amount first becomes includible in the
gross income of the Participant for Federal income tax purposes, the
Participant shall pay or make arrangements satisfactory to the Compensation
Committee regarding the payment of, any Federal, state, local or foreign
taxes of any kind required by law to be withheld with respect to such amount.

     Section 9.05.  Establishment, Amendment or Termination of Plan.
     ---------------------------------------------------------------

     (a)   There shall be no time limit on the duration of the Plan.  Except
as provided in Section 10.05(b) below, the Board (or where specified herein,
the Compensation Committee) may at any time amend or terminate the Plan;
provided, however, that no amendment or termination may reduce or eliminate
any Account balance accrued or credited on behalf of a Participant based on
Mandatory Deferrals, Voluntary Deferrals and Bonus Deferrals already made or
reduce or eliminate benefits accrued or credited based upon service already
rendered.

     (b)   Upon and following the occurrence of a Change in Control:

        (i)   The Board may at any time amend the Plan
              consistent with Section 10.05(a) to (A) modify
              the terms and conditions applicable to (or
              otherwise eliminate) Bonus Deferrals, Mandatory
              Deferrals and Voluntary Deferrals made (or that
              in the absence of the amendment would have been
              made) on or after the Amendment Date, or (B)
              modify the terms and conditions applicable to
              (or otherwise eliminate) the accrual of
              benefits, with respect to periods on or after

                                 26

                               E-237

<PAGE>

              the Amendment Date, under the supplemental
              benefits described in Articles VI and VII of
              the Plan.

        (ii)  Any amendment to the Plan or action to
              terminate the Plan that is not described in
              Section 10.05(b)(i) above, including, without
              limitation, an amendment that would affect the
              crediting of interest equivalent with respect
              to Bonus Deferrals, Mandatory Deferrals and
              Voluntary Deferrals made prior to the Amendment
              Date and any amendment that would affect the
              supplemental benefits described in Articles VI
              and VII that have accrued through the Amendment
              Date, shall be effective only with the written
              consent of the Participant (or in the case of a
              deceased Participant, the Participant's
              Beneficiary).

     (c)   The term "Amendment Date" means the date on which an amendment to
the Plan is validly adopted or the date on which the amendment is or purports
to be effective, whichever is later.

     Section 9.06.  Administrative Expenses.  Costs of establishing and
     ---------------------------------------
administering the Plan will be paid by the Participating Employers.

     Section 9.07.  Effect on Other Employee Benefit Plans.  Voluntary
     ------------------------------------------------------
Deferrals, Mandatory Deferrals and Bonus Deferrals credited to a
Participant's Account under this Plan shall not be considered "compensation"
for the purpose of computing benefits under any qualified retirement plan
maintained by a Participating Employer, but shall be considered compensation
for welfare benefit plans, such as life and disability insurance programs
sponsored by a Participating Employer.

     Section 9.08.  Successor and Assigns.  This Plan shall be binding upon
     -------------------------------------
and inure to the benefit of the Company and Participating Employers, their
successors and assigns and the Participants and their heirs, executors,
administrators, and legal representatives.

     Section 9.09.  Maximum Payment Limitation.  Notwithstanding any other
     ------------------------------------------
provision of this Plan, if any portion of the payments or benefits described
in this Plan or under any other agreement with or plan of the Company (in the
aggregate, "Total Payments"), would constitute an "excess parachute payment",
then the Total Payments to be made to the Participant shall be reduced such
that the value of the aggregate Total Payments that the Participant is
entitled to receive shall be one dollar ($1) less than the maximum amount
which the Participant may receive without becoming subject to the tax imposed
by Section 4999 of the Code (or any successor provision) or which the Company
may pay without loss of deduction under Section 280G(a) of the Code (or any
successor provision); provided that this Section 10.09 shall not apply in the
case of a Participant who has in effect a valid employment contract providing
that the Total Payments to the Participant shall be determined without regard
to the maximum amount allowable under Section 280G of the Code (or any
successor provision).  The terms "excess parachute payment" and "parachute
payment" shall have the meanings

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assigned to them in Section 280G of the Code (or any successor provision), and
such "parachute payments" shall be valued as provided therein.  Present value
shall be calculated in accordance with Section 280G(d)(4) of the Code (or any
successor provision).  Within forty days following delivery of notice by the
Company to the Participant of its belief that there is a payment or benefit
due the Participant which will result in an excess parachute payment as
defined in Section 280G of the Code (or any successor provision), the
Participant and the Company, at the Company's expense, shall obtain the
opinion (which need not be unqualified) of nationally recognized tax counsel
selected by the Company's independent auditors and acceptable to the
Participant in his sole discretion (which may be regular outside counsel to
the Company), which opinion sets forth (A) the amount of the Base Period
Income, (B) the amount and present value of Total Payments and (C) the amount
and present value of any excess parachute payments determined without regard
to the limitations of this Section 10.09.  As used in this Section 10.09, the
term "Base Period Income" means an amount equal to the Participant's
"annualized includible compensation for the base period" as defined in Section
280G(d)(1) of the Code (or any successor provision).  For purposes of such
opinion, the value of any noncash benefits or any deferred payment or benefit
shall be determined by the Company's independent auditors in accordance with
the principles of Sections 280G(d)(3) and (4) of the Code (or any successor
provisions), which determination shall be evidenced in a certificate of such
auditors addressed to the Company and the Participant.  Such opinion shall be
addressed to the Company and the Participant and shall be binding upon the
Company and the Participant.  If such opinion determines that there would be
an excess parachute payment, the payments hereunder that are includible in
Total Payments or any other payment or benefit determined by such counsel to
be includible in Total Payments shall be reduced or eliminated as specified by
the Participant in writing delivered to the Company within thirty days of his
receipt of such opinion or, if the Participant fails to so notify the Company,
then as the Company shall reasonably determine, so that under the bases of
calculations set forth in such opinion there will be no excess parachute
payment.  If such legal counsel so requests in connection with the opinion
required by this Section 10.09, the Participant and the Company shall obtain,
at the Company's expense, and the legal counsel may rely on in providing the
opinion, the advice of a firm of recognized executive compensation consultants
as to the reasonableness of any item of compensation to be received by the
Participant.  If the provisions of Sections 280G and 4999 of the Code (or any
successor provisions) are repealed without succession, then this Section 10.09
shall be of no further force or effect.

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