Exhibit 10.66
                      SPS SENIOR MANAGEMENT RETENTION PLAN


Coverage:
--------

Limited to the senior management group that would be critical to operating the
Company in the event it were to be acquired at some future point in time by a
third party (the "Purchaser").  The benefits under this Plan are in addition to
any severance rights or benefits that would otherwise be available to
participating members.


     Members:  Robert L. Wieseneck
               Patrick Albright
               Richard F. Atkinson
               Robert W. Archer
               Russell J. Bonaguidi
               Sherry Bowden
               Robert J. Ferkenhoff
               Douglas Harrison
               Stephen W. Maxwell
               Larry H. Myatt
               Ruth M. O'Brien
               Duane Stremmel
               Serge J. Uccetta
               Mary Ann Warniment


Objective and Approach:
----------------------

This Plan is designed to:

1.   Focus the key executives on managing the business and, in the event of any
     sale of the Company, successfully completing such sale, and

2.   Reduce the distraction to such key executives of worrying about whether
     they have a future in the Company in the event of any such sale.


Term:
----

This Plan shall lapse and be of no further force and effect upon the third
anniversary of its adoption.


Pool Size:
---------

To achieve this objective, two retention pools will be created.   The sum of
the two retention pools will not exceed the prior year's total cash
compensation (including deferred bonus) of the members.

Distribution:
------------

The first retention pool will equal one-half the prior year's total cash
compensation (including deferred bonus) of those members who remain as
employees in good standing at the close of the transaction and will be
distributed completely to them immediately after the close of any sale
transaction.  This first retention pool will be allocated to the members based
on the judgment of the Compensation Committee of the SPS Board, advised by the
Chairman and CEO, which judgment will be made immediately prior to closing.

The second retention pool equals one-half the prior year's  total cash
compensation (including deferred bonus) of qualifying members who do not have a
position in the Company, the Purchaser or Morgan Stanley Dean Witter & Co.
after the close of the transaction, who leave the Company for "good reason" (as
defined in Exhibit A to this Plan) within one year after closing of any sale,
or who are terminated other than for cause by the Company or the Purchaser
within one year after the closing of any sale.  The amount distributed to each
such member will equal 50% of their prior year's total cash compensation
(including deferred bonus).  For this purpose, any member who is terminated for
"cause" (as defined in Exhibit A to this Plan), or who voluntarily retires (as
opposed to retiring for "good reason" as defined in Exhibit A to this Plan),
shall not be eligible to receive any distributions under this paragraph.
Distribution will be made within thirty days of notification of termination.

Any amounts not distributed from these two pools will be returned to the
Company.

                                  EXHIBIT A



"Good Reason"  Conditions imposed on the employee when the Company makes the
employee's working conditions difficult, intolerable or unpleasant such that a
reasonable person would have no alternative but to resign his or her
employment.


"Cause"  Shall be defined to include, but not be limited to, (i) any act or
omission which constitutes a breach by the employee of the obligations
(fiduciary or otherwise) to the Company or any of its Subsidiaries or
affiliates or the failure or refusal of the employee to perform satisfactorily
any duties reasonably required of the employee after written notification by
the Company or any of its Subsidiaries or affiliates of such breach, failure or
refusal of the employee within ten (10) business days of such notification
(other than by reason of the incapacity of the employee due to physical or
mental illness) to correct such breach, failure or refusal, (ii) the commission
by the employee of any dishonest or fraudulent act injurious to any of the
Company, its Subsidiaries or affiliates, (iii) any other act or omission which
is materially injurious to the financial interests or business reputation of
any of the Company, its Subsidiaries or affiliates, (iv) conviction of or the
entry of any plea other than "not guilty" with regard to any such policy or
felony, or (v) any violation of the Company's substance abuse policy as such
policy may be amended by the Company from time to time.