Exhibit 10c(13)


                                    EXHIBIT A
                                       TO
                           2002 EQUITY INCENTIVE PLAN

                           PERFORMANCE SHARE SUB-PLAN

                           (Effective January 1, 2005)

     This  Performance  Share  Sub-Plan  ("Sub-Plan")  sets  forth the rules and
regulations  adopted by the Committee for issuance of  Performance  Share Awards
under Section 10 of the 2002 Equity  Incentive  Plan  ("Plan").  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.

<PAGE>

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
     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:

                                       2
<PAGE>

     --------------------------------------------------------------------------
                 Participant          Target Award          Maximum Award
     --------------------------------------------------------------------------
     CEO*                            290% of Salary         362.5% of Salary
     --------------------------------------------------------------------------
     COO*                            200% of Salary         250% 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**
              Level I                25% of Salary         31.25% of Salary
              Level II               15% of Salary         18.75% 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").

                                       3
<PAGE>

          (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  Performance  Share  (rounded  to the
     nearest  whole   Performance   Share)   credited  to  the  Account  of  the
     Participant. Payment shall be made as follows:

                                       4
<PAGE>

     (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
          had elected to defer the  payment of an Award  until a date  following
          Retirement,  the first  payment of such Award shall be deferred  until
          the later of the date  elected by the  Participant  or during April of
          the year following the end of the Performance Period for the Award.

     (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.

                                       5
<PAGE>

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.

                                       6
<PAGE>

     (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 that 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,  or 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
          Participant dies, or within a reasonable time after the termination of
          the  Participant,  notwithstanding  any  election  under  Section 2.6.
          Payment  upon  death  shall  be made to the  Participant's  Designated
          Beneficiary. If the Award is vested pursuant to Section 3.2, the Award
          shall be paid  within a  reasonable  time  after the date of  vesting,
          notwithstanding any election under Section 2.6. The 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.

                                       7
<PAGE>

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.


                                       8
<PAGE>

                                  ATTACHMENT 1

                              PERFORMANCE SCHEDULE

                         PERFORMANCE SHARE CALCULATION1



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 TSR2 minus                            Then the 50% of the vested
the Peer Group TSR2 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

                                       9
<PAGE>

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

If the Company EBITDA Growth2 minus                  Then the 50% of the vested
the Peer Group EBITDA Growth2 is:                    Performance Share Award
                                                     shall be multiplied by:

     5% or better                                                  2.00

     4.0 - 4.99                                                    1.75

     3.0 - 3.99                                                    1.50

     2.0 - 2.99                                                    1.25

     1.0 - 1.99                                                    1.00

     0.00 - 0.99                                                    .50

     Less than 0                                                      0

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

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


                                       10
<PAGE>


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

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

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

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

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

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

    [  ] the April 1  following  the date of retirement,  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.

<PAGE>

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,  which,  in his sole  discretion.  I further
understand  that nothing in the Sub-Plan  shall be  interpreted  or construed to
require  the  Company  in any  manner  to fund any  obligation  to me,  or to my
beneficiary(ies) in the event of my death.


-----------------------------------------     ---------------------------------
             (Signature)                              (Date)

-----------------------------------------     ---------------------------------
             (Print Name)                             (Company Location)

Received:
Agent of Chief Executive Officer


-----------------------------------------     ---------------------------------
             (Signature)                              (Date)