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                                                                  Exhibit 10.13

CONTENTS

 
Article 1. Establishment, Objectives, and Duration      1
 
Article 2. Definitions                                  1
 
Article 3. Administration                               2
 
Article 4. Eligibility and Participation                3
 
Article 5. Performance Shares                           3
 
Article 6. Performance Measures and Goals               3
 
Article 7. Beneficiary Designation                      4
 
Article 8. Deferrals                                    4
 
Article 9. Rights of Employees                          4
 
Article 10. Change in Control                           5
 
Article 11. Amendment, Modification, and Termination    5
 
Article 12. Withholding                                 5
 
Article 13. Indemnification                             6
 
Article 14. Successors                                  6
 
Article 15. Legal Construction                          6
 
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PROVIDENCE ENERGY CORPORATION
PERFORMANCE SHARE PLAN

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION

   1.1. ESTABLISHMENT OF THE PLAN. Providence Energy Corporation (the
"Company") hereby establishes an incentive compensation plan to be known as the
"Providence Energy Corporation Performance Share Plan" (hereinafter referred to
as the "Plan"), as set forth in this document. The Plan permits the grant of
Performance Shares.

   The Plan shall become effective as of October 1, 1998 (the "Effective Date")
and shall remain in effect as provided in Section 1.3 hereof.

   1.2. OBJECTIVES OF THE PLAN. The objectives of the Plan are to provide a
competitive compensation package to the senior executives of the Company, to
further promote stock ownership  among top management, and to align executives
with the interests of shareholders through a direct link to total shareholder
return.

   The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of executives who make
significant contributions to the Company's success and to allow executives to
share in the success of the Company.

   1.3. DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Committee to amend or terminate the Plan at any time pursuant to
Article 11 hereof, until all Awards subject to it shall have been paid out
according to the Plan's provisions, provided that no Awards shall be granted
after September 30, 2003.

   1.4. MAXIMUM NUMBER OF SHARES ISSUABLE. The number of Shares issuable by the
Company in payment of Awards granted under the Plan (excluding Shares purchased
by the Company in open market transactions for such purpose) shall not exceed 1
percent of the Company's issued and outstanding Shares on the Effective Date as
to any single Participant or 5 percent of the Company's issued and outstanding
Shares on the Effective Date as to all Participants.

ARTICLE 2. DEFINITIONS

   Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:

   2.1.  "AWARD" means, individually or collectively, a grant under this Plan of
         Performance Shares.

   2.2.  "AWARD AGREEMENT" means an agreement entered into by the Company and
         each Participant setting forth the terms and provisions applicable to
         Awards granted under this Plan.

   2.3.  "COMMITTEE" means the Human Resources and Planning Committee of the
         Company's Board of Directors or any other committee appointed by the
         Board of Directors to administer the Plan, as specified in Article 3
         herein.

   2.4.  "COMPANY" means Providence Energy Corporation, a Rhode Island
         corporation having its principal place of business in Providence, Rhode
         Island, and any successor thereto as provided in Article 14 herein.

   2.5.  "DISABILITY" shall have the meaning ascribed to such term in the
         Participant's governing long-term disability plan, or if no such plan
         exists, at the discretion of the Committee.

   2.6.  "EFFECTIVE DATE" shall have the meaning ascribed to such term in
         Section 1.1 hereof.

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   2.7.  "EMPLOYEE" means any full-time, active employee of the Company or its
         subsidiaries.

   2.8.  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

   2.9.  "FAIR MARKET VALUE" shall be determined on the basis of the average
         closing sale price on the principal securities exchange on which the
         Shares are traded for the five days prior to the end of the Performance
         Period.

   2.10. "PARTICIPANT" means an Employee who has been selected to receive an
         Award or who has an outstanding Award granted under the Plan.

   2.11. "PERFORMANCE GOALS" mean the performance goals established in
         accordance with Section 6.3 hereof.

   2.12. "PERFORMANCE PERIOD" means the period of time during which the
         performance goals must be met.

   2.13. "PERFORMANCE SHARE" means an Award granted to a Participant, as
         described in Article 5 herein.

   2.14. "RELATIVE TSR" shall mean the total shareholder return on a Share
         (based on share price and dividends paid) relative to the average total
         shareholder return for the E.D. Jones Gas Distribution peer group.

   2.15. "RETIREMENT" shall have the meaning ascribed to such term in the
         Company's tax-qualified retirement plan.

   2.16. "SHARE" shall mean a share of the Company's common stock.

   2.17. "SHARE PRICE" shall mean the Fair Market Value of a Share as of the
         relevant date.

ARTICLE 3. ADMINISTRATION

   3.1.  THE COMMITTEE. The Plan shall be administered by the Human Resources
and Planning Committee, or by any other committee of not less than two directors
appointed by the Company's Board of Directors to administer the Plan. The
members of the Committee shall be appointed from time to time by, and shall
serve at the discretion of, the Company's Board of Directors. Unless the
Company's Board of Directors shall determine otherwise, in its sole discretion,
all members of the Committee shall be "nonemployee directors" within the meaning
of Rule 16b-3 under the Exchange Act, as such rule may be amended from time to
time.

   3.2.  AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
organizational documents of the Company, and subject to the provisions herein,
the Committee shall have full power to select Employees who shall participate in
the Plan; determine the sizes and types of Awards; determine the terms and
conditions of Awards in a manner consistent with the Plan; construe and
interpret the Plan and any agreement or instrument entered into under the Plan;
establish, amend, or waive rules and regulations for the Plan's administration;
and (subject to the provisions of Article 15 herein) amend the terms and
conditions of any outstanding Award to the extent such terms and conditions are
within the discretion of the Committee as provided in the Plan. Further, the
Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law, the Committee
may delegate its authority as identified herein.

   3.3.  DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
persons, including the Company, its shareholders, Employees, Participants, and
their estates and beneficiaries.

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ARTICLE 4. ELIGIBILITY AND PARTICIPATION

   4.1.  ELIGIBILITY. Persons eligible to participate in this Plan are Employees
comprising the senior management of the Company and/or its subsidiaries.

   4.2.  ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, based on
the recommendation of the Company's Chief Executive Officer, those to whom
Awards shall be granted and shall determine the nature and amount of each Award.

ARTICLE 5. PERFORMANCE SHARES

   5.1.  GRANT OF PERFORMANCE SHARES. Subject to the terms of the Plan,
Performance Shares may be granted to Participants in such amounts and upon such
terms, and at any time and from time to time, as shall be determined by the
Committee.

   5.2.  VALUE OF PERFORMANCE SHARES. Each Performance Share shall have a value
that is equal to the Fair Market Value of a Share. The Committee shall set
performance goals in its discretion which, depending on the extent to which they
are met, will determine the number of Performance Shares that will be paid out
to the Participant. For purposes of this Article 5, each time period during
which the performance goals must be met shall be called a "Performance Period."

   5.3.  EARNING OF PERFORMANCE SHARES. Subject to the terms of this Plan, after
the applicable Performance Period has ended, the holder of Performance Shares
shall be entitled to receive payout on the number and value of Performance
Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the Performance Goals established in
Article 6 have been achieved, subject to the threshold performance requirement
set forth in Section 6.4.

   5.4.  FORM AND TIMING OF PAYMENT OF PERFORMANCE SHARES. Subject to the terms
of the Plan, payment of earned Performance Shares shall be made fifty percent
(50%) in cash and fifty percent (50%) in Shares following the close of the
applicable Performance Period. Subject to the terms of this Plan, the Committee
shall pay out the earned Performance Shares within ninety (90) days of the close
of the applicable Performance Period.

   5.5  NO ENTITLEMENT TO DIVIDENDS. An Award shall not entitle the Participant
to receive any dividend payments with respect to any dividends that may be paid
on the Shares.

   5.6.  TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
Unless determined otherwise by the Committee and set forth in the Participant's
Award Agreement, in the event the employment of a Participant is terminated by
reason of death, Disability, or Retirement during a Performance Period, the
Participant shall receive a payout of the Performance Shares which is prorated,
as specified by the Committee in its discretion, such payout to be made at a
time specified by the Committee in its sole discretion and set forth in the
Participant's Award Agreement.

   5.7.  TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event that a
Participant's employment terminates for any reason other than those reasons set
forth in Section 5.5 herein, all Performance Shares shall be forfeited by the
Participant unless determined otherwise by the Committee, as set forth in the
Participant's Award Agreement.

   5.8.  NONTRANSFERABILITY. Except as otherwise provided in a Participant's
Award Agreement, Performance Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.

ARTICLE 6. PERFORMANCE MEASURES AND GOALS

   6.1 PERFORMANCE MEASURES. The performance measures to be used for purposes of
determining the number of Performance Shares earned at the end of the
Performance Period shall be Relative TSR and Share Price.

   6.2 PERFORMANCE PERIOD. The Performance Period for Awards granted under the
Plan shall be three calendar years from the date of grant.

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   6.3 Performance Goals. At the end of the Performance Period, the number of
Performance Shares earned shall be based on both Relative TSR and Share Price,
subject to the threshold performance requirement set forth in Section 6.4. The
Committee shall establish Performance Goals and the percent of target metrics
for Awards. The Relative TSR Performance Goals and Share Price Performance Goals
and the performance metrics shall be set forth in the Award Agreement.

   6.4 Determination of Performance Shares Earned. The number of Performance
Shares earned for a Performance Period shall be determined based on both the
Relative TSR and Share Price Performance Goals set forth in the Award Agreement
as of the end of Performance Period, subject to the threshold performance
requirement set forth below.

   The Committee shall first determine the percent of target Performance Shares
earned for the Performance Period based on each of the Company's Relative TSR
and Share Price Performance Goals set forth in the Award Agreement. Subject to
the threshold performance requirement, the Participant shall earn the greater of
(i) the percent of target Performance Shares earned under the Relative TSR
Performance Goal; or (ii) the percent of target Performance Shares earned under
the Share Price Performance Goal.

   Any pay out of Performance Shares for a Performance Period shall be
contingent on the Company achieving a minimum average annual Total Shareholder
Return over the Performance Period of the total annual return provided on 30-
year United States Treasury Notes over the Performance Period (the "Minimum
Return"). In the event that the Minimum Return is not achieved for the
Performance Period, the percent of target Performance Shares earned for the
Performance Period shall be zero.

ARTICLE 7. BENEFICIARY DESIGNATION

   Each Participant under the Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

ARTICLE 8. DEFERRALS

   The Committee may permit a Participant to defer such Participant's receipt of
the payment of cash that would otherwise be due to such Participant by virtue of
the satisfaction of any requirements or goals with respect to Performance
Shares. If any such deferral election is required or permitted, the Committee
shall, in its sole discretion, establish rules and procedures for such payment
deferrals, which rules and procedures shall, to the extent permitted under the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder, permit deferral of any tax liability for a payment deferral.

ARTICLE 9. RIGHTS OF EMPLOYEES

   9.1.  EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.

   9.2.  PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.

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ARTICLE 10. CHANGE IN CONTROL

  10.1  DEFINITION OF "CHANGE IN CONTROL." A Change in Control of the Company
shall be deemed to have occurred as of the first day any one or more of the
following conditions shall have been satisfied:

(a)   Any individual, corporation (other than the Company), partnership, trust,
      association, pool, syndicate, or any other entity or any group of persons
      acting in concert becomes the beneficial owner, as that concept is defined
      in Rule 13d-3 promulgated by the Securities and Exchange Commission under
      the Securities Exchange Act of 1934, of securities of the Company
      possessing twenty percent (20%) or more of the voting power for the
      election of directors of the Company;

(b)   There shall be consummated any consolidation, merger, or other business
      combination involving the Company or the securities of the Company in
      which holders of voting securities of the Company immediately prior to
      such consummation own, as a group, immediately after such consummation,
      voting securities of the Company (or, if the Company does not survive such
      transaction, voting securities of the corporation surviving such
      transaction) having less than sixty percent (60%) of the total voting
      power in an election of directors of the Company (or such other surviving
      corporation);

(c)   During any period of two (2) consecutive years, individuals who at the
      beginning of such period constitute the directors of the Company cease for
      any reason to constitute at least a majority thereof unless the election,
      or the nomination for election by the Company's shareholders, of each new
      director of the Company was approved by a vote of at least two-thirds
      (2/3) of the directors of the Company then still in office who were
      directors of the Company at the beginning of any such period; or

(d)  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 (on a consolidated basis)
     to a party which is not controlled by or under common control with the
     Company.

   10.2  TREATMENT OF OUTSTANDING AWARDS UPON A CHANGE IN CONTROL. Upon the
occurrence of a Change in Control, unless otherwise prohibited under applicable
laws, or by the rules and regulations of any governing governmental agencies or
national securities exchanges, the target opportunities under all outstanding
Awards shall be deemed to have been fully earned for the entire Performance
Period(s) as of the effective date of the Change in Control.

   10.3  POOLING OF INTERESTS ACCOUNTING. Notwithstanding any other provision of
the Plan to the contrary, in the event that the consummation of a Change in
Control is contingent on using pooling of interests accounting methodology, the
Committee may take any action necessary to preserve the use of pooling of
interests accounting.

ARTICLE 11. AMENDMENT, MODIFICATION, AND TERMINATION

   11.1.  AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms of the
Plan, the Committee may at any time and from time to time, alter, amend, suspend
or terminate the Plan in whole or in part.

   11.2.  ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events affecting the Company, the financial statements of the
Company, the E.D. Jones Gas Distribution peer group or of changes in applicable
laws, regulations, or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.

   11.3.  AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of the
Plan to the contrary, no termination, amendment, or modification of the Plan
shall adversely affect in any material way any Award previously granted under
the Plan, without the written consent of the Participant holding such Award.

ARTICLE 12. WITHHOLDING

   TAX WITHHOLDING. The Company shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, and local taxes, domestic or foreign, required by law
or regulation to be withheld with respect to any taxable event arising as a
result of this Plan.

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ARTICLE 13. INDEMNIFICATION

   Each person who is or shall have been a member of the Committee shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgement in any such
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.

ARTICLE 14. SUCCESSORS

   All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the Shares,
business and/or assets of the Company.

ARTICLE 15. LEGAL CONSTRUCTION

   15.1.  GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

   15.2.  SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

   15.3.  REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies as may be required.

   15.4.  GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Rhode Island.

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