exh102.htm


    Exhibit 10.2

    
 

    KEY
EXECUTIVE EMPLOYMENT

    AND
SEVERANCE AGREEMENT

     

    


     

    By
and Between

     

    


     

    INTEGRYS
ENERGY GROUP, INC.

     

    


    And

     

    _______________________

     

    


    As
Amended and Restated Effective January 1, 2009

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
       

      
        	Section	 	
                 Page

              
	 	 	 
	1. 	 Definitions	
                    2

              
	 	 (a)	Act 	
                 2

              
	
                 

              	 (b)	
                Affiliate and
      Associate

              	
                 2

              
	 	 (c)	Beneficial Owner	
                 3

              
	 	 (d)	Cause	
                 4

              
	 	 (e)	Change
      in Control of the Company	
                 5

              
	 	 (f)	Code	
                 6

              
	 	 (g)	Continuing, Director	
                 6

              
	 	 (h)	Covered
      Termination	
                 6

              
	 	 (i)	Employment Period	
                 7

              
	 	 (j)	Good
      Reason	
                 7

              
	 	 (k)	Normal
      Retirement Date	
                 8

              
	 	 (l)	Person	
                 8

              
	
                 

              	 (m)	Separation from
    Service	
                 8

              
	 	 (n)	Termination of
      Employment	
                 9

              
	
                 

              	 (o)	Termination Date	
                 10

              
	 2.	Termination
      or Cancellation Prior to Change in Control 	
                 13

              
	 3.   	Employment
    Period 	
                 14

              
	 4.	Duties 	
                 14

              
	 5.	Compensation 	
                 15

              
	 6.	Annual Compensation
      Adjustments 	
                 18

              
	
                 7.

              	Termination For Cause or
      Without Good Reason 	
                 18

              
	 8.	Termination Giving Rise to a
      Termination Payment 	
                 19

              
	 9.	Payments Upon
      Termination 	
                 21

              
	
                 

              	 (a)	Accrued
      Benefits	
                21

              
	 	 (b)	Termination Payment	
                 22

              
	 10.	 Death	
                28

              
	 11.	 Retirement	
                 28

              
	 12.	 Termination for
      Disability	
                 29

              
	 13.	 Termination Notice and
      Procedure	
                 29

              
	 14.	 Further Obligations of
      the Executive	
                 30

              
	 	 (a)	Competition 	
                 30

              
	 	 (b)	Confidentiality	
                 31

              
	 15.	 Expenses and
      Interest	
                 32

              
	 16.	 Payment Obligations
      Absolute	
                32

              
	 17.	 Successors	
                 33

              
	 18.	 Severability	
                 34

              
	 19.	 Amendment	
                 34

              
	 20.	 Withholding	
                 34

              
	 21.	 Certain Rules of
      Construction	
                 35

              
	 22.	 Governing Law;
      Resolution of Disputes	
                 35

              
	 23.	 Notice	
                 36

              


         

         

        
          
            i

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	
                 24.

              	No Waiver	
                 36

              


      

      
        	 25.	Headings 	
                 36

              
	
                 26.

              	Code
      Section 409A Compliance	
                36

              


      

       




    
      
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    KEY EXECUTIVE EMPLOYMENT AND
SEVERANCE AGREEMENT

     

    


    THIS AGREEMENT,
made and entered into as of the _____ day of __________________, 2008, by and
between Integrys Energy Group, Inc., a Wisconsin corporation (hereinafter
referred to as the “Company”), and _____________________
(hereinafter referred to as “Executive”).

     

    W I T N E S S E T
H

     

     

    WHEREAS, the
Executive and the Company are parties to a key Executive Employment and
Severance Agreement that was originally effective as of September 9,
2004;

     

    WHEREAS, the
Executive is employed by the Company and/or a subsidiary of the Company (the
“Employer”) in a key executive capacity
and the Executive’s
services are valuable to the conduct of the business of the
Company;

     

    WHEREAS, the
Executive possesses intimate knowledge of the business and affairs of the
Company and has acquired certain confidential information and data with respect
to the Company;

     

    WHEREAS, the
Company desires to insure, insofar as possible, that it will continue to have
the benefit of the Executive’s services and to protect its
confidential information and goodwill;

     

    WHEREAS, the
Company recognizes that circumstances may arise in which a change in control of
the Company occurs, through acquisition or otherwise, thereby causing current
uncertainty about the Executive’s future employment with the
Employer without regard to the Executive’s competence or past
contributions, which uncertainty may result in the loss of valuable services of
the Executive to the detriment of the Company and its shareholders, even if such
a change in control never does in fact occur, and the Company and the Executive
wish to


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    provide reasonable
security to the Executive against changes in the Executive’s relationship with the Company
in the event of certain changes in control;

     

    WHEREAS, the
Company and the Executive are desirous that any proposal for a change in control
or acquisition of the Company will be considered by the Executive objectively
and with reference only to the best interests of the Company and its
shareholders;

     

    WHEREAS, the
Executive will be in a better position to consider the Company’s best interests if the
Executive is afforded reasonable security, as provided in this Agreement,
against altered conditions of employment which could result from any such change
in control or acquisition; and

     

    WHEREAS, it is
desirable to amend and restate the Key Executive Employment and Severance
Agreement between the Executive and the Company;

     

    NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as
follows, which shall replace the Key Executive Employment and Severance
Agreement presently in effect between the Executive and the
Company:

     

    1. Definitions.

     

    (a) Act.  For
purposes of this Agreement, the term “Act” means the Securities Exchange
Act of 1934, as amended.

     

    (b) Affiliate and
Associate.  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,


    
      
         


      

      
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    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) Beneficial
Owner.  For
purposes of this Agreement, 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 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 any rights agreement that the Company may have in
effect at a 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 and Regulations under the Act), including
pursuant to any agreement, arrangement or understanding;
provided,


    
      
         


      

      
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    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 Subsection
1(c)(ii) above) or disposing of any voting securities of the
Company.

     

    (d) Cause.  “Cause” for termination by the Company
of the Executive’s
employment in connection with a Change of Control of the Company shall, for
purposes of this Agreement, be limited to:

     

    (i) the engaging by the
Executive in intentional conduct not taken in good faith which has caused
demonstrable and serious financial injury to the Company, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal, in an action, suit or proceeding, whether civil,
criminal, administrative or investigative;

     

    (ii) conviction of a
felony (as evidenced by binding and final judgment, order or decree of a court
of competent jurisdiction, in effect after exhaustion of all rights
of


    
      
         


      

      
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    appeal) which
substantially impairs the Executive’s ability to perform his duties
or responsibilities; or

     

    (iii) continuing willful
and unreasonable refusal by the Executive to perform the Executive’s duties or responsibilities
(unless significantly changed without the Executive’s consent).

     

    (e) Change in Control of the
Company.  For
purposes of this Agreement, 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 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 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


    
      
         


      

      
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    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.

     

    (f) Code.  For
purposes of this Agreement, the term “Code” means the Internal Revenue
Code of 1986, including any amendments thereto or successor tax codes
thereof.

     

    (g) Continuing,
Director.  For
purposes of this Agreement, the term “Continuing Director” means:

     

    (i) any member of the
Board of Directors of the Company who was a member of such Board on the date of
this Agreement;

     

    (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.

     

    (h) Covered
Termination.  Except
as provided in 2(b), for purposes of this Agreement, the term “Covered Termination” means any Termination of
Employment where the Termination Date is any date on or after the date on which
a Change in Control of the Company has occurred and prior to the end of the
Employment Period.


    
      
         


      

      
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    (i) Employment Period.  For
purposes of this Agreement, the term “Employment Period” means a period commencing on
the date of a Change in Control of the Company, and ending at 11:59 p.m. Central
Time on the earlier of the third anniversary of such date or the Executive’s Normal Retirement
Date.

     

    (j) Good
Reason.  For
purposes of this Agreement, the Executive shall have a “Good Reason” for termination of employment
in connection with a Change in Control of the Company in the event
of:

     

    (i) any breach of this
Agreement by the Company, including specifically any breach by the Company of
its agreements contained in Sections 4, 5 or 6 hereof;

     

    (ii) the removal of the
Executive from, or any failure to reelect or reappoint the Executive to, any of
the positions held with the Company or the Employer on the date of the Change in
Control of the Company or any other positions with the Company or the Employer
to which the Executive shall thereafter be elected, appointed or assigned,
except in the event that such removal or failure to reelect or reappoint relates
to the termination by the Company of the Executive’s employment for Cause or by
reason of disability pursuant to Section 12 hereof;

     

    (iii) a good faith
determination by the Executive that there has been a significant adverse change,
without the Executive’s
written consent, in the Executive’s working conditions or status
with the Company or the Employer from such working conditions or status in
effect during the 180-day period immediately prior to the Change in Control of
the Company, including but not limited to (A) a significant change in the nature
or scope of the Executive’s authority, powers, functions,
duties or responsibilities,


    
      
         


      

      
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    or (B) a
significant reduction in the level of support services, staff, secretarial and
other assistance, office space and accoutrements; or

     

    (iv) failure by the
Company to obtain the agreement referred to in Section 17(a) hereof as provided
therein.

     

    (k) Normal Retirement
Date.  For
purposes of this Agreement, the term “Normal Retirement Date” means the earlier
of:

     

    (i) “Normal Retirement Date” as defined in Part A of
the Wisconsin Public Service Corporation Retirement Plan, or any successor plan,
as in effect on the date of the Change in Control of the Company;
or

     

    (ii) such earlier
retirement date chosen by the Executive prior to the commencement of the
Employment Period.

     

    (l) Person.  For
purposes of this Agreement, the term “Person” shall mean 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.

     

    (m) Separation from
Service.  For
purposes of this Agreement, the term “Separation from Service” means the date on
which the Executive has a Termination of Employment or if later, separates from
service (within the meaning of Code Section 409A) from the Company and each
other corporation, trade or business that, with the Company, constitutes a
controlled group of corporations or group of trades or businesses under common
control within the meaning of Code Sections 414(b) or (c).  For this
purpose, Code Sections 414(b) and (c) shall be applied by substituting “at least
50 percent” for “at least 80 percent” each place it
appears.     Specifically, if Executive continues to
provide services to the Company or an affiliate in a


    
      
         


      

      
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    capacity other than
as an employee, such shift in status is not automatically a Separation from
Service.

     

    (n) Termination of
Employment.  For
purposes of this Agreement, the Executive’s “Termination of Employment” shall
occur when the Company and Executive reasonably anticipate that no further
services will be performed by the Executive for the Company after a certain date
or that the level of bona fide services the Executive will perform after such
date as an employee of the Company will permanently decrease to no more than 20%
of the average level of bona fide services performed by the Executive (whether
as an employee or independent contractor) for the Company over the immediately
preceding 36-month period (or such lesser period of services).  For
purposes of this definition, the term Company includes each other corporation,
trade or business that, with the Company, constitutes a controlled group of
corporations or group of trades or businesses under common control within the
meaning of Code Sections 414(b) or (c).  For this purpose, Code
Sections 414(b) and (c) shall be applied by substituting “at least 50 percent”
for “at least 80 percent” each place it appears.  An Executive is not
considered to have a Termination of Employment if the Executive is absent from
active employment due to military leave, sick leave or other bona fide leave of
absence if the period of such leave does not exceed the greater of (i) six
months, or (ii) the period during which the Executive’s right to reemployment by
the Company or controlled group member is provided either by statute or by
contract; provided that if the leave of absence is due to a medically
determinable physical or mental impairment that can be expected to result in
death or last for a continuous period of not less than six months, where such
impairment causes the Executive to be unable to perform the duties of his or her
position of employment or any substantially similar position of employment, the
leave may be extended for up to 29 months without causing a


    
      
         


      

      
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    Termination of
Employment.  Further, for purposes of determining whether the
Executive has incurred a Termination of Employment, if the Executive is not
actively at work during the period that there exists a dispute pursuant to
Section 1(o)(v)(B) or (C), the Executive shall be considered to be on a bona
fide leave of absence for which his right to reemployment is guaranteed during
the period that begins on the date on which the Executive last performs active
services and ends on the Termination Date that ultimately is established
pursuant to Section 1(o)(v)(B) or (C).

     

    (o) Termination
Date.  For
purposes of this Agreement, except as otherwise provided in Section 2(b),
Section 10(b) and Section 17(a) hereof, the term “Termination Date” means:

     

    (i) if the
Executive’s employment is
terminated by the Executive’s death, the date of
death;

     

    (ii) if the
Executive’s employment is
terminated by reason of voluntary early retirement, as agreed in writing by the
Company and the Executive, the date of such early retirement which is set forth
in such written agreement;

     

    (iii) if the
Executive’s employment is
terminated for purposes of this Agreement by reason of disability pursuant to
Section 12 hereof, the earlier of thirty days after the Notice of Termination is
given or one day prior to the end of the Employment Period;

     

    (iv) if the
Executive’s employment is
terminated by the Executive voluntarily (other than for Good Reason), the date
the Notice of Termination is given; and

     

    (v) if the
Executive’s employment is
terminated by the Company (other than by reason of disability pursuant to
Section 12 hereof) or by the Executive for Good


    
      
         


      

      
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    Reason, the earlier
of thirty days after the Notice of Termination is given or one day prior to the
end of the Employment Period.  Notwithstanding the
foregoing,

     

    (A) If termination is
for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive
has cured the conduct constituting such Cause as described by the Company in its
Notice of Termination within such thirty day or shorter period, then the
Executive’s employment
hereunder shall continue as if the Company had not delivered its Notice of
Termination.

     

    (B) If the Company (or
the Employer) shall give a Notice of Termination for Cause or by reason of
disability and the Executive in good faith notifies the Company that a dispute
exists concerning the termination within the fifteen day period following
receipt thereof, then the Executive may elect to continue his employment during
such dispute, and the Termination Date shall be determined under this
paragraph.  If the Executive so elects and it is thereafter determined
that Cause or disability (as the case may be) did exist, the Termination Date
shall be the earlier of (1) the date on which the dispute is finally determined,
either (x) by mutual written agreement of the parties or (y) in accordance with
Section 22 hereof, (2) the date of the Executive’s death, or (3) one day prior
to the end of the Employment Period.  If the Executive so elects and
it is thereafter determined that Cause or disability (as the case may be) did
not exist, then the employment of the Executive hereunder shall continue after
such determination as if the Company (of the Employer) had not delivered its
Notice of Termination and there shall be no Termination Date arising out of such
Notice.  In either case, this Agreement continues, until the
Termination Date, if any, as if the Company (or the Employer) had not delivered
the Notice of Termination except that, if it


    
      
         


      

      
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    is finally
determined that the Company (or the Employer) properly terminated the Executive
for the reason asserted in the Notice of Termination, the Executive shall in no
case be entitled to a Termination Payment (as hereinafter defined) arising out
of events occurring after the Company delivered its Notice of
Termination.

     

    (C) If the Executive
shall in good faith give a Notice of Termination for Good Reason and the Company
(or the Employer) notifies the Executive that a dispute exists concerning the
termination within the fifteen day period following receipt thereof, then the
Executive may elect to continue his employment during such dispute and the
Termination Date shall be determined under this paragraph.  If the
Executive so elects and it is thereafter determined that Good Reason did exist,
the Termination Date shall be the earliest of (1) the date on which the dispute
is finally determined, either (x) by mutual written agreement of the parties or
(y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to
the end of the Employment Period.  If the Executive so elects and it
is thereafter determined that Good Reason did not exist, then the employment of
the Executive hereunder shall continue after such determination as if the
Executive had not delivered the Notice of Termination asserting Good Reason and
there shall be no Termination Date arising out of such Notice.  In
either case, this Agreement continues, until the Termination Date, if any, as if
the Executive had not delivered the Notice of Termination except that, if it is
finally determined that Good Reason did exist, the Executive shall in no case be
denied the benefits described in Sections 8(b) and 9 hereof (including a
Termination Payment) based on events occurring after the Executive delivered his
Notice of Termination.


    
      
         


      

      
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    (D) Except as provided
in Paragraph (B) and (C) above, if the party receiving the Notice of Termination
notifies the other party that a dispute exists concerning the termination within
the appropriate period following receipt thereof and it is finally determined
that the reason asserted in such Notice of Termination did not exist, then (1)
if such Notice was delivered by the Executive, the Executive will be deemed to
have voluntarily terminated his employment and the Termination Date shall be the
earlier of the date fifteen days after the Notice of Termination is given or one
day prior to the end of the Employment Period and (2) if delivered by the
Company, the Company will be deemed to have terminated the Executive other than
by reason of death, disability or Cause.

     

    2. Termination or Cancellation
Prior to Change in Control.

     

    (a) Subject to
Subsection 2(b) hereof, the Company (and the Employer) and the Executive shall
each retain the right to terminate the employment of the Executive or terminate
and cancel this Agreement at any time prior to a Change in Control of the
Company.  Subject to Subsection 2(b) hereof, in the event the
Executive’s employment is
terminated by the Company (or the Employer) prior to a Change in Control of the
Company, this Agreement shall be terminated and cancelled and of no further
force and effect, and any and all rights and obligations of the parties
hereunder shall cease.  In the event the Executive’s employment is terminated by
the Executive prior to a Change in Control of the Company, except for
obligations of the Executive in Section 14(b) hereof which shall survive such
termination, this Agreement shall be terminated and cancelled and of no further
force and effect and any and all rights and obligations of the parties except
those in Section 14 shall cease.

     

    (b) Anything in this
Agreement to the contrary notwithstanding, if a Change in Control of the Company
shall occur and if the Executive’s employment with the Company
or a


    
      
         


      

      
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    subsidiary of the
Company shall have been terminated by the Company or the Employer (other than a
termination due to the Executive’s death or as a result of the
Executive’s disability) or
if this Agreement shall have been otherwise terminated and cancelled by the
Company during the period of 180 days prior to the date on which the Change in
Control of the Company shall occur, then for all purposes of this Agreement such
termination of employment shall be deemed a “Covered Termination” (and the Executive’s
Termination Date shall be the date of such termination of employment) and any
such termination and cancellation of this Agreement unless effected in the
manner specified in Section 19 hereof, shall be null and void unless it shall be
reasonably demonstrated by the Company that such termination of employment or
termination and cancellation of this Agreement:

     

    (i) shall not have been
at the request of a third party who had taken steps reasonably calculated to
effect a Change in Control of the Company; or

     

    (ii) shall not otherwise
have arisen in connection with or in anticipation of a Change in Control of the
Company.

     

    3. Employment
Period.  If a
Change in Control of the Company occurs when the Executive is employed by the
Company or a subsidiary of the Company, the Company will, or will cause the
Employer to, continue thereafter to employ the Executive during the Employment
Period, and the Executive will remain in the employ of the Employer in
accordance with and subject to the terms and provisions of this
Agreement.  Any termination of the Executive’s employment during the
Employment Period, whether by the Company or the Employer, shall be deemed a
termination by the Company for purposes of this Agreement.

     

    4. Duties.  During
the Employment Period, the Executive shall, in the same capacities and positions
held by the Executive at the time of the Change in Control of
the


    
      
         


      

      
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    Company or in such
other capacities and positions as may be agreed to by the Company and the
Executive in writing, devote the Executive’s best efforts and all of the
Executive’s business time,
attention and skill to the business and affairs of the Employer, as such
business and affairs now exist and as they may hereafter be
conducted.  The services which are to be performed by the Executive
hereunder are to be rendered in the same metropolitan area in which the
Executive was employed during the 180-day period prior to the time of such
Change in Control of the Company, or in such other place or places as shall be
mutually agreed upon in writing by the Executive and the Company from time to
time.  Without the Executive’s consent the Executive shall
not be required to be absent from such metropolitan area more than 45 days in
any fiscal year of the Company.

     

    5. Compensation.  During
the Employment Period, the Executive shall be compensated as
follows:

     

    (a) The Executive shall
receive, at reasonable intervals (but not less often than monthly) and in
accordance with such standard policies as may be in effect immediately prior to
the Change in Control of the Company, an annual base salary in cash equivalent
of not less than the Executive’s highest annual base salary as
in effect during the 180-day period immediately prior to the Change in Control
of the Company, subject to any deferral election then in effect and subject to
adjustment as hereinafter provided.

     

    (b) The Executive shall
receive fringe benefits at least equal in value to those provided for the
Executive at any time during the 180-day period immediately prior to the Change
in Control of the Company or, if more favorable to the Executive, those provided
generally at any time during the Employment Period to executives of the Company
(or the Employer) of comparable status and position to the
Executive.  The Executive shall be


    
      
         


      

      
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    reimbursed, at such
intervals and in accordance with such standard policies that are most favorable
to the Executive in effect at any time during the 180-day period immediately
prior to the Change in Control of the Company or, if more favorable to the
Executive, those provided generally at any time during the Employment Period to
executives of the Company (or the Employer) of comparable status and position to
the Executive, for any and all monies advanced in connection with the
Executive’s employment for
reasonable and necessary expenses incurred by the Executive on behalf of the
Company, including travel expenses.

     

    (c) The Executive shall
be included, to the extent eligible thereunder (which eligibility shall not be
conditioned on the Executive’s salary grade or on any other
requirement which excludes persons of comparable status to the Executive unless
such exclusion was in effect for such plan or an equivalent plan immediately
prior to the Change in Control of the Company), in any and all plans providing
benefits for the Employer’s salaried employees in
general, including but not limited to retirement, savings, group life insurance,
hospitalization, medical, dental, profit sharing and stock bonus plans;
provided, that, in no event shall the aggregate level of benefits under such
plans in which the Executive is included be less than the aggregate level of
benefits under plans of the Company of the type referred to in this Section 5(c)
in which the Executive was participating at any time during the 180-day period
immediately prior to the Change in Control of the Company.

     

    (d) The Executive shall
annually be entitled to not less than the amount of paid vacation and not fewer
than the number of paid holidays to which the Executive was entitled annually at
any time during the 180-day period immediately prior to the Change in Control of
the Company or such greater amount of paid vacation and number of paid holidays
as


    
      
         


      

      
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    may be made
available annually to other executives of the Company (or the Employer) of
comparable status and position to the Executive.

     

    (e) The Executive shall
be included in all plans providing additional benefits to executives of the
Company of comparable status and position to the Executive, including but not
limited to deferred compensation, split-dollar life insurance, supplemental
retirement, pension restoration, stock option, stock appreciation, stock bonus
and similar or comparable plans; provided, that, in no event shall the aggregate
level of benefits under such plans be less than the aggregate level of benefits
under plans of the Company of the type referred to in this Section 5(e) in which
the Executive was participating at any time during the 180-day period
immediately prior to the Change in Control of the Company; and provided,
further, that the Company’s obligation to include the
Executive in bonus or incentive compensation plans shall be determined by
Subsection 5(f) hereof.

     

    (f) To assure that the
Executive will have an opportunity to earn incentive compensation after a Change
in Control of the Company, the Executive shall be included in any bonus plan of
the Company or the Employer which shall satisfy the standards described below
(such plan, the “Bonus
Plan”) if the Executive
was participating in a bonus plan or plans of the Company or the Employer in
effect at any time during the 180-day period immediately prior to the Change in
Control of the Company.  Bonuses under any such Bonus Plan shall be
payable with respect to achieving such financial or other goals reasonably
related to the business of the Company or the Employer as the Company or the
Employer shall establish (the “Goals”), all of which Goals shall be
attainable, prior to the end of the Employment Period, with approximately the
same degree of probability as the goals under any bonus plan or plans of the
Company or the Employer as in effect at any time during the 180-day period
immediately prior to the Change in


    
      
         


      

      
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    Control of the
Company (whether one or more, the “Prior Bonus Plan”) and in view of the
Company’s or the
Employer’s existing and
projected financial and business circumstances applicable at the
time.  The amount of the bonus (the “Bonus Amount”) that the Executive is
eligible to earn under any such Bonus Plan shall be no less than the amount of
the Executive’s target
award provided in such Prior Bonus Plan, and in the event the Goals are not
achieved such that the entire target award is not payable, any such Bonus Plan
shall provide for a payment of a Bonus Amount equal to a portion of the target
award reasonably related to that portion of the Goals which were
achieved.  Payment of the Bonus Amount shall not be affected by any
circumstance occurring subsequent to the end of the Employment Period, including
termination of the Executive’s employment.

     

    6. Annual Compensation
Adjustments.  During
the Employment Period, the Board of Directors of the Company or the Employer (or
an appropriate committee thereof) will consider and appraise, at least annually,
the contributions of the Executive to the Company, and in accordance with the
Company’s or the
Employer’s practice prior
to the Change in Control of the Company, due consideration shall be given to the
upward adjustment of the Executive’s base compensation rate, at
least annually:

     

    (i) commensurate with
increases generally given to other executives of the Company or the Employer of
comparable status and position to the Executive, and

     

    (ii) as the scope of the
Company’s or the
Employer’s operations or
the Executive’s duties
expand.

     

    7. Termination For Cause or
Without Good Reason.  If
there is a Covered Termination for Cause or due to the Executive’s voluntarily terminating his
employment other than for Good Reason (any such terminations to be subject to
the procedures set forth in Section


    
      
         


      

      
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    13
hereof), then the Executive shall be entitled to receive only Accrued Benefits
pursuant to Section 9(a) hereof.

     

    8. Termination Giving Rise to a
Termination Payment.  (a) If
there is a Covered Termination by the Executive for Good Reason, or by the
Company other than by reason of:

     

    (i) death,

     

    (ii) disability pursuant
to Section 12 hereof, or

     

    (iii) Cause (any such
terminations to be subject to the procedures set forth in Section 13 hereof),
then the Executive shall be entitled to receive, and the Company shall promptly
pay, Accrued Benefits and, in lieu of further base salary for periods following
the Termination Date, as liquidated damages and additional severance pay and in
consideration of the covenant of the Executive set forth in Section 14(a)
hereof, the Termination Payment pursuant to Section 9(b) hereof.

     

    (b) If there is a
Covered Termination and the Executive is entitled to Accrued Benefits and the
Termination Payment, then the Executive shall be entitled to the following
additional benefits:

     

    (i) The Executive shall
receive, at the expense of the Company, outplacement services, on an
individualized basis at a level of service commensurate with the Executive’s status with the Company
immediately prior to the Change in Control of the Company (or, if higher,
immediately prior to the termination of the Executive’s employment), provided by a
nationally recognized executive placement firm selected by the Company; provided
that the availability of outplacement services shall not extend beyond December
31 of the second calendar year following the calendar year in
which


    
      
         


      

      
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    occurs the
Executive’s Separation from Service; and provided further, that the cost to the
Company of such services shall not exceed 15% of the Executive’s annual base salary in effect
immediately prior to the Change in Control of the Company.

     

    (ii) Until the earlier
of the end of the Employment Period or such time as the Executive has obtained
new employment and is covered by benefits which in the aggregate are at least
equal in value to the following benefits, the Executive shall continue to be
covered, at the expense of the Company, by the most favorable life insurance,
hospitalization, medical and dental coverage, provided to the Executive and his
family during the 180-day period immediately prior to the Change in Control of
the Company or, if more favorable to the Executive, the coverage in effect
generally at any time thereafter for executives of the Company (or the Employer)
of comparable status and position to the Executive and their families, subject
to the following:

     

    (A) If applicable,
following the end of the COBRA continuation period, if such hospitalization,
medical or dental coverage is provided under a health plan that is subject to
Section 105(h) of the Code, benefits payable under such health plan shall comply
with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and
(B) and, if necessary, the Company shall amend such health plan to comply
therewith.

     

    (B) To the extent
required in order to comply with Section 409A of the Code, during the first six
months following the Executive’s Separation from Service, the Executive shall
pay the Company for any life insurance coverage that provides benefits under a
group term life insurance policy.  Promptly following the end of such
six month period, the Company shall make a cash payment to the Executive equal
to the aggregate


    
      
         


      

      
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    premiums paid by
the Executive for such coverage, and thereafter such coverage shall be provided
at the expense of the Company for the remainder of the period.

     

    9. Payments Upon
Termination.

     

    (a) Accrued
Benefits.  For
purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following
amounts, payable as described herein:

     

    (i) all base salary for
the time period ending with the Termination Date;

     

    (ii) reimbursement for
any and all monies advanced in connection with the Executive’s employment for reasonable and
necessary expenses incurred by the Executive on behalf of the Company for the
time period ending with the Termination Date;

     

    (iii) any and all other
cash earned through the Termination Date and deferred at the election of the
Executive or pursuant to any deferred compensation plan then in
effect;

     

    (iv) any bonus or
incentive compensation otherwise payable to the Executive with respect to the
year in which termination occurs, or for any prior year or incentive period to
the extent that such bonus or incentive compensation is otherwise payable to the
Executive but has not been previously paid, under any bonus or incentive
compensation plan or plans in which the Executive is a participant;
and

     

    (v) all other payments
and benefits to which the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other
beneficiary) may be entitled as compensatory fringe benefits or under the terms
of any benefit plan of the Company, other than severance payments under the
Company’s (or the
Employer’s) severance
policies or practices, in the form most favorable to the Executive which were in
effect at any time during the 180-day period immediately prior to the Change in



    
      
         


      

      
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    Control of the
Company or during the Employment Period.  Payment of Accrued Benefits
shall be made promptly in accordance with the Company’s prevailing practice with
respect to Subsections (i) and (ii) or, with respect to Subsections (iii), (iv)
and (v), pursuant to the terms of the benefit plan or practice establishing such
benefits.  Termination of the Executive’s employment does not affect
deferral or distribution elections that the Executive may have in place with
respect to the payment of any of the Accrued Benefits that are subject to Code
Section 409A, and payment of such amounts will be made pursuant to the terms of
the benefit plan or practice under which the deferral election was
made.

     

    (b) Termination
Payment.

     

    (i) Subject to the
limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be
an amount equal to (A) the Executive’s annual base salary, at the
highest rate as in effect at any time during the 180-day period immediately
prior to the Change in Control of the Company, as adjusted upward, from time to
time, pursuant to Section 6 hereof, plus (B) the amount of the average annual
bonus award (determined on an annualized basis for any bonus award paid for a
period of less than one year and excluding any year for which the Executive did
not participate in any bonus plan) paid to the Executive with respect to the
three complete fiscal years preceding the Termination Date (the aggregate amount
set forth in (A) and (B) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (C) the lesser of (1)
2.99 and (2) the number of years or fractional portion thereof remaining in the
Employment Period determined as of the Termination Date.  Long-term
incentive awards are not considered for this purpose.  The Termination
Payment shall be paid to the Executive in cash equivalent on the last



    
      
         


      

      
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    business day of the
seventh month following the month in which occurs the Executive’s Separation
from Service (or as soon as practicable after, but in no event later than 21⁄2
months following the scheduled payment date in the case of an Executive who is
deemed to have a Covered Termination pursuant to Section 2(b)).  Such
lump sum payment shall not be reduced by any present value or similar factor,
and the Executive shall not be required to mitigate the amount of the
Termination Payment by securing other employment or otherwise, nor will such
Termination Payment be reduced by reason of the Executive securing other
employment or for any other reason.  The Termination Payment shall be
in lieu of, and acceptance by the Executive of the Termination Payment shall
constitute the Executive’s
release of any rights of Executive to, any other severance payments under any
Company (or Employer) severance policy, practice or agreement; provided that if
the Executive has received severance payments under any other Company (or
Employer) severance policy, practice or agreement prior to the date of the
Termination Payment hereunder, the Termination Payment will be reduced by the
amount of the severance payment received by the Executive under such other
policy, practice or agreement.  The Company shall bear up to $10,000
in the aggregate of fees and expenses of consultants and/or legal or accounting
advisors engaged by the Executive to advise the Executive as to matters relating
to the computation of benefits due and payable under this Subsection
9(b).

     

    (ii) (A)  Notwithstanding
any other provision of this Agreement, if any portion of the Termination Payment
or any other payment under this Agreement, or under any other agreement with or
plan of the Company or its affiliates (in its aggregate, “Total Payments”), would constitute an “excess parachute payment” that is subject to the tax
(the 


    
      
         


      

      
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    “Excise Tax”) imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision,
then the Total Payments to be made to the Executive shall be reduced such that
the value of the aggregate Total Payments that the Executive is entitled to
receive shall be One Dollar ($1) less than the maximum amount which the
Executive may receive without becoming subject to the tax imposed by Section
4999 of the Code (or any successor provision); provided that the foregoing
reduction in the amount of Total Payments shall not apply if the After-Tax Value
to the Executive of the Total Payments prior to reduction in accordance with
Subsection 9(b)(ii)(A) is greater than the After-Tax Value to the Executive if
Total Payments are reduced in accordance with Subsection
9(b)(ii)(A).

     

    (B) For purposes of
this Agreement, the terms “excess parachute payment” and “parachute payments” shall have the meanings
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 (40) days following the delivery of the
Notice of Termination or notice by the Company to the Executive of its belief
that there is a payment or benefit due the Executive which will result in an
excess parachute payment as defined in Section 280G of the Code (or any
successor provision), or in the case the Executive is deemed to have incurred a
Covered Termination pursuant to Section 2(b), within forty (40) days following
the date of the Change in Control of the Company, the Executive and the Company,
at the Company’s expense,
shall obtain the opinion (which need not be unqualified) of nationally
recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent 


    
      
         


      

      
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    auditors and
acceptable to the Executive in his sole discretion (which may be regular outside
counsel to the Company), which opinion sets forth:

     

    (1) the amount of the
Base Period Income,

     

    (2) the amount and
present value of Total Payments,

     

    (3) the amount and
present value of any excess parachute payments determined without regard to the
limitations of this Subsection 9(b)(ii),

     

    (4) the After-Tax Value
of the Total Payments if the reduction in Total Payments contemplated under
Subsection 9(b)(ii)(A) did not apply, and

     

    (5) the After-Tax Value
of the Total Payments taking into account the reduction in Total Payments
contemplated under Subsection 9(b)(ii)(A).  The term “Base Period Income” means an amount equal to the
Executive’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
Executive.  For purposes of determining the After-Tax Value of Total
Payments, the Executive shall be deemed to pay federal income taxes and
employment taxes at the highest marginal rate of federal income and employment
taxation in the calendar year in which the Termination Payment is to be made and
state and local income taxes at the highest marginal rates of taxation in the
state and locality of the Executive’s domicile for income tax
purposes on the date the Termination Payment is made, net of the maximum
reduction in federal income taxes that 


    
      
         


      

      
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    may be obtained
from deduction of such state and local taxes.  The opinion of National
Tax Counsel shall be dated as of the Termination Date and addressed to the
Company and the Executive and shall be binding upon the Company and the
Executive.  If such opinion determines that there would be an excess
parachute payment and that the After-Tax Value of the Total Payments taking into
account the reduction contemplated under Subsection 9(b)(ii)(A) is greater than
the After-Tax Value of the Total Payments if the reduction in Total Payments
contemplated under Subsection 9(b)(ii)(A) did not apply, then the Termination
Payment hereunder 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 Executive in writing delivered to the Company within thirty (30) days of his
receipt of such opinion or, if the Executive 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 National Tax Counsel so requests in connection with
the opinion required by this Subsection 9(b)(ii), the Executive and the Company
shall obtain, at the Company’s expense, and the National Tax
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 Executive.  If the provisions of
Sections 280G and 4999 of the Code (or any successor provisions) are repealed
without succession, then this Section 9(b)(ii) shall be of no further force or
effect.

     

    (C) If, notwithstanding
the provisions of Subsection 9(b)(ii)(A), but subject to Subsection 9(b)(ii)(D),
it is ultimately determined by a court or pursuant to a final determination by
the Internal Revenue Service that any portion of Total Payments is



    
      
         


      

      
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    subject to the
Excise Tax even though the reduction contemplated under Subsection 9(b)(ii)(A)
was applied in order to avoid application of the Excise Tax, the Company shall
reimburse the Executive for the Excise Tax and any interest charges or penalties
incurred by the Executive in respect of the imposition of such Excise Tax, and
for any federal, state or local income tax or employment tax or further Excise
Tax incurred by Executive with respect to any reimbursement under this
provision.  Such reimbursement shall be made as soon s practicable
after the date on which the Executive pays the tax and provides notice to the
Company of the payment of tax, but no later than the end of the Executive’s
taxable year following the taxable year in which the taxes are
remitted.

     

    (D) If legislation is
enacted or if regulations or rulings are promulgated that would require the
Company’s shareholders to
approve this Agreement, prior to a Change in Control of the Company, due solely
to the provision contained in Subsection 9(b)(ii)(C), then

     

    (1) from and after such
time as shareholder approval would be required, until shareholder approval is
obtained as required by such legislation, Subsection 9(b)(ii)(C) shall be of no
force and effect;

     

    (2) the Company and the
Executive shall use their best efforts to consider and agree in writing upon an
amendment to this Subsection 9(b)(ii) such that, as amended, this Subsection
would provide the Executive with the benefits intended to be afforded to the
Executive by Subsection 9(b)(ii)(C) without requiring shareholder approval;
and


    (3) at the reasonable
request of the Executive, the Company shall seek shareholder approval of this
Agreement at the next annual meeting of shareholders of the
Company.

     

    
      
        
        

      

      
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    10. Death.  (a)  Except
as provided in Section 10(b) hereof, in the event of a Covered Termination due
to the Executive’s death,
the Executive’s estate,
heirs and beneficiaries shall receive all the Executive’s Accrued Benefits through the
Termination Date.

     

    (b) In the event the
Executive dies after a Notice of Termination is given:

     

    (i) by the Company;
or

     

    (ii) by the Executive
for Good Reason, the Executive’s estate, heirs and
beneficiaries shall be entitled to the benefits described in Section 10(a)
hereof and, subject to the provisions of this Agreement, to such Termination
Payment as the Executive would have been entitled to had the Executive lived;
provided that the distribution will be made as soon as practicable (and within
90 days following) the Executive’s death and the requirement that payment be
deferred until the last business day of the seventh month following the month in
which occurs the Executive’s Separation from Service will not
apply.  For purposes of this Subsection 10(b), the Termination Date
shall be the earlier of thirty days following the giving of the Notice of
Termination, subject to extension pursuant to Section 1(o) hereof, or one day
prior to the end of the Employment Period.

     

    11. Retirement.  If,
during the Employment Period, the Executive and the Company shall execute an
agreement providing for the early retirement of the Executive from the Company,
or the Executive shall otherwise give notice that he is voluntarily choosing to
retire early from the Company, the Executive shall receive Accrued Benefits
through the Termination Date;
provided, that if the Executive’s employment is terminated by
the Executive for Good Reason or by the Company other than by reason of death,
disability or Cause and the Executive also, in connection with such termination,
elects voluntary early retirement, the 

     

    
      
        
        

      

      
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    Executive shall
also be entitled to receive a Termination Payment pursuant to Section 8(a)
hereof.

     

    12. Termination for
Disability.  If,
during the Employment Period, as a result of the Executive’s disability due to physical or
mental illness or injury (regardless of whether such illness or injury is
job-related), the Executive shall have been absent from the Executive’s duties hereunder on a
full-time basis for a period of six consecutive months and, within thirty days
after the Company notifies the Executive in writing that it intends to terminate
the Executive’s employment
(which notice shall not constitute the Notice of Termination contemplated
below), the Executive shall not have returned to the performance of the
Executive’s duties
hereunder on a full-time basis, the Company may terminate the Executive’s employment for purposes of
this Agreement pursuant to a Notice of Termination given in accordance with
Section 13 hereof.  If the Executive’s employment is terminated on
account of the Executive’s
disability in accordance with this Section, the Executive shall receive Accrued
Benefits in accordance with Section 9(a) hereof and shall remain eligible for
all benefits provided by any long term disability programs of the Company in
effect at the time of such termination.

     

    13. Termination Notice and
Procedure.  Any
Covered Termination by the Company or the Executive (other than a termination of
the Executive’s employment
that is a Covered Termination by virtue of Section 2(b) hereof) shall be
communicated by written Notice of Termination to the Executive, if such Notice
is given by the Company, and to the Company, if such Notice is
given by the Executive, all in accordance with the following procedures and
those set forth in Section 23 hereof:

     

    
      
        
        

      

      
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    (a) If such termination
is for disability, Cause or Good Reason, the Notice of Termination shall
indicate in reasonable detail the facts and circumstances alleged to provide a
basis for such termination.

     

    (b) Any Notice of
Termination by the Company shall have been approved, prior to the giving thereof
to the Executive, by a resolution duly adopted by a majority of the directors of
the Company (or any successor corporation) then in office.

     

    (c) If the Notice is
given by the Executive for Good Reason, the Executive may cease performing his
duties hereunder on or after the date fifteen days after the delivery of Notice
of Termination and shall in any event cease employment on the Termination
Date.  If the Notice is given by the Company, then the Executive may
cease performing his duties hereunder on the date of receipt of the Notice of
Termination, subject to the Executive’s rights
hereunder.

     

    (d) The Executive shall
have thirty days, or such longer period as the Company may determine to be
appropriate, to cure any conduct or act, if curable, alleged to provide grounds
for termination of the Executive’s employment for Cause under
this Agreement pursuant to Subsection 1(d)(iii) hereof.

     

    (e) The recipient of
any Notice of Termination shall personally deliver or mail in accordance with
Section 23 hereof written notice of any dispute relating to such Notice of
Termination to the party giving such Notice within fifteen days after receipt
thereof; provided, however, that if the Executive’s conduct or act alleged to
provide grounds for termination by the Company for Cause is curable, then such
period shall be thirty days.  After the expiration of such period, the
contents of the Notice of Termination shall become final and not subject to
dispute.


    14. Further
Obligations of the Executive.

     

    (a) Competition.  The
Executive agrees that, in the event of any Covered Termination where the
Executive is entitled to Accrued Benefits and the Termination Payment,


     

    
      
        
        

      

      
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    the Executive shall
not, for a period expiring one year after the Termination Date, without the
prior written approval of the Company’s Board of Directors,
participate in the management of, be employed by or own any business enterprise
at a location within the United States that engages in substantial competition
with the Company or its subsidiaries, where the operating revenues of the
Company from activities in competition with such entity amount to 10% or more of
the total operating net revenues of the Company for its most recently completed
fiscal year; provided, however, that nothing in this Section 14(a) shall
prohibit the Executive from owning stock or other securities of a competitor
amounting to less than five percent of the outstanding capital stock of such
competitor.

     

    (b) Confidentiality.  During
and following the Executive’s employment by the Company,
the Executive shall hold in confidence and not directly or indirectly disclose
or use or copy or make lists of any confidential information or proprietary data
of the Company (including that of the Employer), except to the extent authorized
in writing by the Board of Directors of the Company or required by any court or
administrative agency, other than to an employee of the Company or a person to
whom disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of duties as an executive of the
Company.  Confidential information shall not include any information
known generally to the public or any information of a type not otherwise
considered confidential by persons engaged in the same business or a business
similar to that of the Company.  All records, files, documents and
materials, or copies thereof, relating to the business of the Company which the
Executive shall prepare, or use, or come into contact
with, shall be and remain the sole property of the Company and shall be promptly
returned to the Company upon termination of employment with the
Company.

     

    
      
        
        

      

      
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    15. Expenses and
Interest.  If,
after a Change in Control of the Company, (i) a dispute arises with respect to
the enforcement of the Executive’s rights under this Agreement
or (ii) any legal or arbitration proceeding shall be brought to enforce or
interpret any provision contained herein or to recover damages for breach
hereof, in either case so long as the Executive is not acting in bad faith, the
Executive shall recover from the Company any reasonable attorneys’ fees and necessary costs and
disbursements incurred as a result of such dispute, legal or arbitration
proceeding (“Expenses”), and prejudgment interest on
any money judgment or arbitration award obtained by the Executive calculated at
the rate of interest announced by US Bank Milwaukee, National Association,
Milwaukee, Wisconsin, or any successor thereto, from time to time as its prime
or base lending rate from the date that payments to him should have been made
under this Agreement.  Within ten days after the Executive’s written request therefore
(but in no event later than the end of the calendar year following the calendar
year in which such Expense is incurred), the Company shall reimburse the
Executive, or such other person or entity as the Executive may designate in
writing to the Company, the Executive’s reasonable
Expenses.

     

    16. Payment Obligations
Absolute.  The
Company’s obligation
during and after the Employment Period to pay the Executive the amounts and to
make the benefit and other arrangements provided herein shall be absolute and
unconditional and shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim, recoupment, defense or other right which
the Company may have against him or anyone else.  Except as provided
in Section 15 of this Agreement, all amounts payable by the Company hereunder
shall be paid without notice or demand.  Each and every payment made
hereunder by the Company shall be final, and the
Company will not seek to recover all or any part of such payment from the
Executive, or from whomsoever may be entitled thereto, for any reason
whatsoever.

     

    
      
        
        

      

      
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    17. Successors.  (a) If
the Company sells, assigns or transfers all or substantially all of its business
and assets to any Person or if the Company merges into or consolidates or
otherwise combines (where the Company does not survive such combination) with
any Person (any such event, a “Sale of Business”), then the Company shall
assign all of its right, title and interest in this Agreement as of the date of
such event to such Person, and the Company shall cause such Person, by written
agreement in form and substance reasonably satisfactory to the Executive, to
expressly assume and agree to perform from and after the date of such assignment
all of the terms, conditions and provisions imposed by this Agreement upon the
Company.  Failure of the Company to obtain such agreement prior to the
effective date of such Sale of Business shall be a breach of this Agreement
constituting “Good
Reason” hereunder, except
that for purposes of implementing the foregoing the date upon which such Sale of
Business becomes effective shall be deemed the Termination Date.  In
case of such assignment by the Company and of assumption and agreement by such
Person, as used in this Agreement, “Company” shall thereafter mean such
Person which executes and delivers the agreement provided for in this Section 17
or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law, and this Agreement shall inure to the benefit of,
and be enforceable by, such Person.  The Executive shall, in his
discretion, be entitled to proceed against any or all of such Persons, any
Person which theretofore was such a successor to the Company (as defined in the
first paragraph of this Agreement) and the Company (as so defined) in any action
to enforce any rights of the Executive hereunder.  Except as provided
in this Subsection,
this Agreement shall not be assignable by the Company.  This Agreement
shall not be terminated by the voluntary or involuntary dissolution of the
Company.

     

    
      
        
        

      

      
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    (b) This Agreement and
all rights of the Executive shall inure to the benefit of and be enforceable by
the Executive’s personal
or legal representatives, executors, administrators, heirs and
beneficiaries.  All amounts payable to the Executive under Sections 7,
8, 9, 10, 11, 12 and 15 hereof if the Executive had lived shall be paid, in the
event of the Executive’s
death, to the Executive’s
estate, heirs and representatives; provided, however, that the foregoing shall
not be construed to modify any terms of any benefit plan of the Company, as such
terms are in effect on the date of the Change in Control of the Company, that
expressly govern benefits under such plan in the event of the Executive’s death.

     

    18. Severability.  The
provisions of this Agreement shall be regarded as divisible, and if any of said
provisions or any part hereof are declared invalid or unenforceable by a court
of competent jurisdiction, the validity and enforceability of the remainder of
such provisions or parts hereof and the applicability thereof shall not be
affected thereby.

     

    19. Amendment.  This
Agreement may not be amended or modified at any time except by written
instrument executed by the Company and the Executive.

     

    20. Withholding.  The
Company shall be entitled to withhold from amounts to be paid to the Executive
hereunder any federal, state or local withholding or other taxes or charges
which it is from time to time required to withhold; provided, that the amount so
withheld shall not exceed the minimum amount required to be withheld by
law.  In addition, if prior to the date of payment of the Termination
Payment hereunder, the Federal Insurance Contributions Act (FICA) tax imposed
under Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, the
Company may provide for an immediate payment of the amount needed to pay the
Executive’s portion
of such tax (plus an amount equal to the taxes that will be due on such amount)
and the Executive’s Termination Payment shall be reduced
accordingly.  The Company 

     

    
      
        
        

      

      
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    shall be entitled
to rely on an opinion of nationally recognized tax counsel if any question as to
the amount or requirement of any such withholding shall arise.

     

    21. Certain Rules of
Construction.  No
party shall be considered as being responsible for the drafting of this
Agreement for the purpose of applying any rule construing ambiguities against
the drafter or otherwise.  No draft of this Agreement shall be taken
into account in construing this Agreement.  Any provision of this
Agreement which requires an agreement in writing shall be deemed to require that
the writing in question be signed by the Executive and an authorized
representative of the Company.

     

    22. Governing Law; Resolution of
Disputes.  This
Agreement and the rights and obligations hereunder shall be governed by and
construed in accordance with the laws of the State of Wisconsin.  Any
dispute arising out of this Agreement shall, at the Executive’s election, be determined by
arbitration under the rules of the American Arbitration Association then in
effect (in which case both parties shall be bound by the arbitration award) or
by litigation.  Whether the dispute is to be settled by arbitration or
litigation, the venue for the arbitration or litigation shall be Green Bay,
Wisconsin or, at the Executive’s election, if the Executive is
not residing or working in the Green Bay, Wisconsin metropolitan area, in the
judicial district encompassing the city in which the Executive resides;
provided, that, if the Executive is not then residing in the United States, the
election of the Executive with respect to such venue shall be either Green Bay,
Wisconsin or in the judicial district encompassing that city in the United
States among the thirty cities having the largest population (as determined by
the most recent United States Census data available at the Termination Date)
which is closest to the Executive’s residence.  The
parties consent to personal jurisdiction in each trial court in the selected
venue having subject matter jurisdiction notwithstanding their residence or
situs, and each party

     

    
      
        
        

      

      
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     irrevocably
consents to service of process in the manner provided hereunder for the giving
of notices.

     

    23. Notice.  Notices
given pursuant to this Agreement shall be in writing and, except as otherwise
provided by Section 13(c) hereof, shall be deemed given when actually received
by the Executive or actually received by the Company’s Secretary or any officer of
the Company other than the Executive.  If mailed, such notices shall
be mailed by United States registered or certified mail, return receipt
requested, addressee only, postage prepaid, if to the Company, to Integrys
Energy Group, Inc., Attention:  Secretary (or President, if the
Executive is the Secretary), 700 North Adams Street, P.O. Box 19001, Green Bay,
Wisconsin 54307, or if to the Executive, at the address set forth below the
Executive’s signature to
this Agreement, or to such other address as the party to be notified shall have
theretofore given to the other party in writing.

     

    24. No Waiver.  No
waiver by either party at any time of any breach by the other party of, or
compliance with, any condition or provision of this Agreement to be performed by
the other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same time or any prior or subsequent time.

     

    25. Headings.  The
headings herein contained are for reference only and shall not affect the
meaning or interpretation of any provision of this Agreement.

     

    26. Code Section 409A
Compliance.  The
Company and the Executive agree that to the extent Code Section 409A applies to
this Agreement, the Agreement shall be interpreted and administered in
accordance with the requirements of Code Section 409A so that there will not be
a plan failure under Code Section 409A(a)(1), and all amounts payable hereunder
shall be distributed only in compliance with the requirements of Code Section
409A, 

     

    
      
        
        

      

      
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    including by way of
example and without limitation, Code Section 409A(2)(A)(i), which prohibits the
distribution of certain compensation subject to Code Section 409A to a
“specified employee” of a publicly traded company, in the case of a distribution
that occurs by reason of the employee’s separation of service other than death,
from occurring any earlier than six months after the date of such separation of
service.  The Executive acknowledges that to avoid an additional tax
on payments that may be payable or benefits that may be provided under this
Agreement and that constitute deferred compensation that is not exempt from
Section 409A of the Code, the Executive must make a reasonable, good faith
effort to collect any payment or benefit to which the Executive believes the
Executive is entitled hereunder no later than 90 days after the latest date upon
which the payment could have been made or benefit provided under this Agreement,
and if not paid or provided, must take further enforcement measures within 180
days after such latest date.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.

     

    INTEGRYS
ENERGY GROUP, INC.

    


    


    By:                                                                      

    


    Title:                                                                      

    


    


    Attest:                                                                      

    


    Title:                                                                      

    


    


    EXECUTIVE:

    


    


    By:                                                                      

    


    Title:                                                                      

    


    


    EXECUTIVE
ADDRESS:

     

    ___________________________________________

     

    ___________________________________________

     


    
      
         


      

      
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