EXHIBIT
      10(b)





PEOPLES
      ENERGY CORPORATION


DIRECTORS
      STOCK AND OPTION PLAN


(Effective
      December 1, 1999 and amended October 3, 2001, November 7, 2001,


December
      4, 2002, August 1, 2006, August 2, 2006, and October 3, 2006, as effective
      January 1, 2005)







1.  Purpose




The
      purpose of the Peoples Energy Corporation Directors Stock and Option Plan is
      to
      provide non-employee members of the Board of Directors with a proprietary
      interest in
      the
      Company to improve the Company's ability to attract and retain highly qualified
      individuals to serve as directors of the Company and to strengthen the
      commonality of interest between directors and shareholders. The Plan grants
      deferred shares
      to
      Directors of the Company after December 4, 2002. Prior to December 5, 2002,
      the
      Plan permitted the grant of
      shares
      of common stock and non-qualified stock options to acquire shares of the Company's
      common stock as part of each non-employee director's retainer compensation.




2.  Definitions




When
      used
      herein, the following terms shall have the respective meanings set forth
      below:




"Agent" means a
      securities broker-dealer selected by the Company and registered under the
      Exchange Act.




"Annual
      Retainer" means
      the annual retainer payable by the Company to Non-Employee Directors and shall
      include, for purposes of this Plan, meeting fees, cash
      retainers and any other cash compensation payable to Non-Employee Directors
      by
      the Company for services as a Director.




"Board" or "Board
      of Directors" means
      the Board of Directors of the Company.




"Broker-Assisted
      Transaction "
      means a
      broker-assisted transaction through such securities broker as the Company may
      designate and with whom the Participant establishes
      a brokerage account, whereby the Participant effects a sale of shares of Common
      Stock to be delivered by the Company in connection with the exercise of an
      Option and such broker (i) delivers cash proceeds from such sale to the Company
      in satisfaction of the purchase price and/or any applicable taxes required
      to be
      paid by the Participant, and (ii) deducts from the number of shares otherwise
      deliverable to the Participant upon the exercise of an Option such number
      of
      shares of Common Stock as shall have a value equal to the amount of the
      Option exercise price and/or taxes required to be paid in connection with such exercise
      (or portion thereof not paid in cash) and applies such shares in satisfaction
      of such sale transaction.





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"Change
      In Control" means:




i) the
      acquisition by any Person or Persons acting in concert, of ownership of stock
      held by such Person or Persons acting in concert, constitutes more than fifty
      percent (50%) of the total fair market value or total voting power of the stock
      of Peoples
      Energy Corporation (calculated
      in accordance with Section 318(a) of the Code and subject to the limitations
      of
      Internal Revenue Service, Notice 2005-1); or




(ii) a
      change
      in the ownership of a substantial portion of the assets (as defined for purposes
      of Section 409A of the Code) of Peoples
      Energy Corporation ;
      or




(iii)  a
      change in the effective control (as defined for purposes of Section 409A of
      the
      Code) of Peoples
      Energy Corporation .




"Code" means
      the Internal Revenue Code of 1986, as amended.




"Committee" means
      the Compensation Committee of the Board.




"Common
      Stock" means
      the common stock, no par value, of the Company. Effective as of August 2, 2006,
      after the Effective Time (as defined under the Agreement and Plan of Merger
      among WPS Resources Corporation (“WPS”), Wedge Acquisition Corporation and the
      Company dated as of July 8, 2006), the definition of Company Common Stock with
      respect to Deferred Shares are additional Deferred Shares shall mean WPS common
      stock.




"Company" means
      Peoples Energy Corporation, an Illinois corporation, and any successor
      corporation.




"Deferred
      Share" means
      the right to receive a share of Common Stock pursuant to the
      terms
      of Section 6 hereof. Prior to the delivery of the underlying shares of Common
      Stock, Deferred Shares represent an unfunded unsecured promise to deliver shares
      of Common Stock in the future.




"Distribution
      Date" means,
      with respect to a Deferred Share credited to a Non- Employee
      Director, the earliest of (i) the first anniversary of the cessation of the Non-Employee
      Director's service as a director of the Company for any reason, (ii) the day
      after the cessation of the Non-Employee Director's service as a director
      of the Company following the attainment of his or her seventieth (70th) birthday,
      and (iii) the date a Change in Control occurs.




"Effective
      Date" means
      December 1, 1999.




"Employee" means
      any officer or common law employee of the Company or of any of its business
      units or divisions or of any Subsidiary.




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




"Non-Employee
      Director" or "Participant" means
      any person who is elected or appointed
      to the Board of Directors of the Company and who is not an
      Employee.




"Option" means an
      option to acquire the Company's Common Stock granted pursuant to the terms
      of
      this Plan.


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"Option
      Payment" means
      that portion of the Annual Retainer to be paid to Non- Employee
      Directors in Options rather than cash for services rendered as a director of
      the
      Company, as provided in Section 5 hereof.




"Plan" means
      this Directors Stock and Option Plan, adopted by the Board on December
      1, 1999, as it may be amended from time to time.




"Plan
      Year" means
      the period commencing on January 1 of each year and ending on
      December 31 during the term of this Plan, with the first Plan Year commencing
      January 1, 2000.




"SEC" means
      the United States Securities and Exchange Commission.




"Stock
      Payment" means
      that portion of the Annual Retainer to be paid to Non- Employee
      Directors in shares of Common Stock rather than cash for services rendered
      as a director of the Company, as provided in Section 5 hereof.




"Subsidiary" means
      any corporation, limited liability company, partnership, limited partnership,
      or
      other entity of which the Company beneficially owns, directly or indirectly,
      50
      percent or more of the outstanding voting securities.




3.  Shares
      of Common Stock Subject to the Plan




A.  Subject
      to Section 8 below, the maximum aggregate number of shares of Common
      Stock that may be awarded under the Plan pursuant to Deferred Shares or Stock Payments
      or sold pursuant to the exercise of Options distributed under the Plan is 200,000
      shares. If an Option ceases to be exercisable by reason of the expiration of
      the term
      of
      the Option, the termination of the Non-Employee Director's status as a member
      of
      the Board (other than termination as provided in Section 7 below) or the waiver
      by a Participant of the right to exercise an Option, then the shares of Common
      Stock which were
      subject to such exercise but as to which the Participant has not exercised
      shall
      again become
      available for delivery or sale pursuant to Stock Payments, Deferred Shares,
      or Option
      Payments.




B.  The
      Common Stock to be delivered under the Plan may be made available from
      treasury stock or shares of Common Stock purchased on the open market. Shares
      of
      Common Stock purchased on the open market shall be purchased by the Agent in compliance
      with Regulation M under the Exchange Act to the extent compliance shall be
      required by law.




4.  Administration




A.  The
      Plan
      will be administered by the Committee. The Company shall pay all
      costs
      of administration of the Plan.




B.  Subject
      to and not inconsistent with the express provisions of the Plan, the Committee
      has and may exercise such powers and authority of the Board as may be necessary
      or appropriate for the Committee to carry out its functions under the Plan. Without
      limiting the generality of the foregoing, the Committee shall have full power
      and authority
      (i) to determine all questions of fact that may arise under the Plan, (ii)
      to
      interpret the Plan and to make all other determinations necessary or advisable
      for the administration of the Plan and (iii) to prescribe, amend and rescind
      rules and regulations relating to the Plan, including, without limitation,
      any
      rules which the Committee


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determines
      are necessary or appropriate to ensure that the Company and the Plan will be able
      to
      comply with all applicable provisions of any applicable federal, state or local
      law. All
      interpretations, determinations and actions by the Committee will be final
      and
      binding upon all persons, including the Company and the
      Participants.




5.  Determination
      of Annual Retainer and Deferred Shares




A.  The
      Board
      shall determine the Annual Retainer payable to all Non- Employee
      Directors of the Company. The cash portion of the Annual Retainer shall be paid
      to
      Non-Employee Directors at such times and in such manner as may be determined by
      the
      Board of Directors.




B.  Each
      director who is a Non-Employee Director on May 1 of each Plan Year
      commencing prior to 2003 shall receive, effective as of such date, a Stock
      Payment of
      300
      shares of Common Stock and an Option Payment of 3000 Options as a portion of the
      Annual Retainer payable to such director for the Plan Year in which such date
      occurs. Each director who is a Non-Employee Director on May 1 of each Plan
      Year
      commencing after
      2002 shall receive, effective as of such May 1, an award of one thousand (1000) Deferred
      Shares.




6.  Terms
      of Deferred Shares




Each
      Deferred Share award granted under the Plan shall be evidenced by a written
      agreement which shall comply with and be subject to the following terms and
      conditions:




A.  A
      bookkeeping account shall be established for each Non-Employee Director. The
      account shall reflect the number of Deferred Shares awarded to the Non-Employee
      Director in accordance with paragraph 5.B. above.




B.  Additional
      Deferred Shares shall be credited to each Deferred Share account
      on each date that the Company pays a dividend on the Common Stock .
      The
      number of additional
      Deferred Shares so credited shall be determined by dividing the dividend which
      would be paid on the number of shares of Common Stock equal to the number of
      Deferred Shares credited to the Participant's account as of the dividend record
      date ("Dividend
      Equivalent") by an amount equal to the mean price of a share of Common Stock
      on
      the New York Stock Exchange on the date which such dividend is paid to the
      Company's shareholders. In determining the number of Deferred Shares to be
      credited to a
      Participant's account in accordance with this paragraph 6.B., fractions of
      a
      Deferred Share shall be computed to three decimal places.




C.  Shares
      of
      Common Stock underlying an award of Deferred Shares shall be delivered
      to the Non-Employee Director on the Distribution Date. Delivery of such Common
      Stock shall be made in whole shares in a single payment on such date, or, if
      the Participant
      has so elected in such number of equal annual installments (or in installments
      as nearly equal as possible without the issuance of fractional shares)
      commencing on the Distribution Date, as provided in the Participant's election.
      Such election shall be made on or before December 31, 2006 with respect to
      amounts deferred on or before January 1, 2007. Participant shall make such
      election with respect to amounts deferred on or after January 1, 2007 on or
      before December 31 of the calendar year prior to the year in which service
      for
      which benefits under this Plan are payable begins. Any fractional share of
      Common Stock to which the Participant is entitled as of the date of the single
      payment or last installment shall be paid in cash.




D.  Neither
      the Participant nor any other person claiming under the participant shall
      have any right to the distribution of any shares of Common Stock relating to
      Deferred Shares in advance of the


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Distribution
      Date or in advance of the date an installment payable pursuant to the
      Participant's election is otherwise due. Any shares of Common Stock in respect
      of Deferred Shares which shall not have been paid to the Participant during
      his
      or her lifetime shall be paid to the Participant's spouse, if any, who shall
      survive the Participant or to such person or persons other than such surviving
      spouse as
      the
      participant may designate in writing to receive the same. The Participant shall have
      the
      right during his or her lifetime to designate and to change the designation
      of
      the person or persons to whom the Company shall deliver any shares of Common
      Stock relating to Deferred Shares remaining undelivered at the death of the
      Participant.




E.  Shares
      of
      Common Stock in respect of Deferred Shares required to be delivered
      to the surviving spouse of the Participant or to such other person or persons
      as the
      Participant may have designated in writing to the Company to receive the same
      pursuant to paragraph 6.D. shall be made in the same manner and at the same
      time
      or times
      as
      such shares of Common Stock would have been delivered under Paragraph 6.C. hereof.




F.  If
      any
      shares of Common Stock in respect of Deferred Shares shall remain undelivered
      upon the death of the last to survive of (i) the Participant, (ii) the
      participant's spouse, unless a person or persons other than the spouse has
      been
      designated to receive the same, as provided in paragraph 6.D. above, or (iii)
      such other person or persons
      who may have been so designated, the Company shall deliver such shares of Common
      Stock to the executor or administrator of the estate of the last to survive
      of
      the following: (i) the Participant; (ii) the Participant's spouse, unless a
      person or persons other
      than the spouse has been designated as provided in paragraph 6.D. above; or
      (iii) any person theretofore receiving payments under a written designation
      as
      provided in paragraph
      6.D.




G.  The
      words
      "person or persons" wherever they appear in this Section 6 are intended
      and shall be construed for all purposes to include the estate of the
      Participant.




H.  Deferred
      Shares and the shares of Common Stock covered by an award of Deferred Shares
      may
      not be sold, assigned, transferred or otherwise disposed of, or mortgaged,
      pledged or otherwise encumbered until the shares of Common Stock delivered
      at the end of the deferral period have been delivered. The right of the
      Participant, the Participant's spouse, or any other person designated to receive
      shares of Common
      Stock covered by an award of Deferred Shares shall not be
      accelerated.




I.  Any
      director may decline an award of Deferred Shares Stock Payment for any
      Plan
      Year; provided, however, that no cash compensation shall be paid in lieu thereof.
      Any director who declines an award of Deferred Shares must do so in writing prior
      to
      the performance of any services as a Non-Employee Director for the Plan Year
      to which
      such award of Deferred Shares relates.




7.  Terms
      of Option Payments




A.  Each
      Option shall entitle the Participant to purchase one share of Common Stock
      at
      a price equal to one hundred percent (100%) of the mean between the highest
      and
      lowest quoted selling price for the Common Stock in the New York Stock Exchange Composite
      Transactions on the last day in April of the applicable Plan Year for which
      the New
      York
      Stock Exchange is open for trading. Each Option Payment shall be evidenced
      by a
      written agreement which shall comply with and be subject to the terms and
      conditions of this Section 7 and may contain such additional terms and
      conditions as the


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Committee
      may determine, provided that the terms and conditions of any such agreement for
      a
      given Option Payment shall be identical for each Participant receiving an Option Payment
      for the same Plan Year.




B.  The
      Committee shall determine the commencement and expiration dates of the term
      during which an Option may be exercised, except that (i) no Option may be
      exercised prior to the date which is six (6) months after the date of the Option
      Payment under
      which such Option was issued, except as provided in Paragraphs 7.C and 7.E below,
      and (ii) in no event shall any Option be exercisable after the tenth (10th) anniversary
      of the date of the Option Payment under which such Option was
      issued.




C.  All
      outstanding Options shall become immediately exercisable upon the occurrence
      of
      a Change in Control.




D.  Full
      payment for shares purchased pursuant to the exercise of an Option shall
      be
      made in cash and/or Common Stock at the time or times the Option is
      exercised  in
      whole
      or in part. Subject to the sole discretion of the Committee and such rules
      and
      regulations as the Committee may have from time to time, payment may be made
      at
      the Participant's election (i) in Common Stock by delivery of shares which
      have
      been issued and outstanding for at least six (6) months, or (ii) subject to
      the
      compliance with all applicable
      securities laws, pursuant to a Broker-Assisted Transaction. Any such Common
      Stock submitted in payment for an Option pursuant to clause (i) of the preceding
      sentence shall be valued at the mean between the highest and lowest quoted
      selling price of such Common Stock of the Company in the New York Stock Exchange
      Composite Transactions on the date of exercise or, if such stock was not traded
      on such date,
      on
      the last preceding date on which such stock was traded. Any Common Stock used
      in
      connection with payment for an Option pursuant to a Broker-Assisted Transaction shall
      be
      valued at the actual price per share at which the sale transaction is executed
      by the
      broker. No shares shall be issued pursuant to the exercise of an Option until
      full payment
      thereof has been made and no person shall have any of the rights of a
      shareholder with respect to Options held, except to the extent such Options
      have
      been exercised and the shares issued to such person.




E.  A
      Participant's rights to exercise an Option shall terminate when the Participant
      is no longer a Non-Employee Director of the Company unless such Participant's
      term as a member of the Board is terminated by reason of such Participant's death,
      disability or retirement. If a Participant dies prior to termination of such
      Participant's Option without having fully exercised such Option, the beneficiary
      or beneficiaries
      designated by such Participant pursuant to Paragraph 7.H hereof, or, if no
      such
      beneficiary or beneficiaries have been designated by such Participant or if
      no
      such beneficiary
      or beneficiaries have survived the Participant, then the Participant's surviving spouse,
      or, if the Participant has no surviving spouse, then the estate of the
      Participant or any
      person who acquires the right to exercise such Option by bequest or inheritance
      or by reason of the death of the Participant, shall have the right to exercise
      the Option during its term
      within the three (3) year period after the Participant's death. Such Option
      shall become
      immediately exercisable upon the Participant's death.




F.  If
      a
      Participant's status as a Non-Employee Director is terminated by reason
      of
      such Participant's disability (as determined in the sole discretion of the
      Committee) prior to termination of such Participant's Option without the
      Participant having fully exercised such Option, the Participant shall have
      the
      right to exercise the Option during its term within such period as may be
      provided at the time of the Option Payment for such Option, not to exceed three
      (3) years after termination of status as a Non-Employee
      Director; provided that no such Option may be exercised prior to the date which
      is
      six (6) months after the date of the Option Payment under which such Option was
      issued.


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G.  If
      a
      Participant retires from the Board prior to termination of such Participant's
      Option without having fully exercised such Option, such Participant shall have
      the right to exercise the Option during its term within such period as may
      be provided
      at the time of the grant, not to exceed three (3) years after retirement, but
      only to
      the
      extent such Option was exercisable by the Participant immediately prior to
      such
      Participant’s retirement. The Committee may prescribe in its discretion criteria
      for retirement of a Non-Employee Director.




H.  Except
      as
      otherwise expressly provided in this Paragraph 7.H, Options shall not be
      transferable other than by will or by the laws of descent and distribution
      and
      during a Participant's lifetime shall be exercisable only by the Participant
      or
      the Participant's guardian or legal representative. Notwithstanding the
      preceding sentence, a Participant may, by giving notice to the Company during
      the Participant's lifetime, designate (i) a beneficiary or beneficiaries to
      whom
      Options shall be transferred in the event of the Participant's death, and (ii)
      the specific number or proportions of the Participant's Options to be
      transferred to each such designated beneficiary if more than one beneficiary
      is
      properly designated. Any such designation may be revoked or changed by the
      Participant at any time and from time to time by similar notice. If there is
      no
      such designated beneficiary living upon the death of the Participant or if
      all
      such designated beneficiaries die prior to exercise of all of the Participant's
      Options under this Plan, any remaining Options shall be transferred to the
      Participant's surviving spouse or, if none, then the remaining Options will
      be
      transferred to the estate or personal representative of the Participant. If
      the
      Company, after reasonable inquiry, is unable to determine within twelve months
      after the Participant's death whether any designated beneficiary of such
      Participant did in fact survive the Participant, such beneficiary shall be
      conclusively presumed to have died prior to the Participant's death. Any
      designated beneficiary, surviving spouse or other person acquiring any Options
      pursuant to this paragraph 7.H shall have the right to exercise such Options
      as
      set forth in paragraph 7.E, above.




8.  Adjustment
      For Changes in Capitalization, Etc.




In
      the
      event there is any change in the Common Stock of the Company through the
      declaration of a stock dividend, or through recapitalization resulting in stock
      split-ups, reverse
      stock split-ups, or combinations or exchanges of shares, or otherwise, then
      the
      number of shares of Common Stock remaining available for Stock Payments, award
      in the
      form
      of Deferred Shares or for sale pursuant to the exercise of Options, the number
      of shares
      for which Options may be exercised under any then existing and unexercised
      Options, the number of Deferred Shares credited to each Participant's account,
      and the number of Deferred Shares to be awarded to a Non-Employee Director
      each
      May 1 as provided
      in Paragraph 5.B. shall be adjusted appropriately by the Committee. The Committee
      shall also make appropriate adjustments to the exercise price of any then existing
      and unexercised Options. Any determination by the Committee as to any such
      adjustment will be final, binding and conclusive. The maximum number of shares available
      under the Plan as a result of any such adjustment shall be rounded down to
      the nearest
      whole share. Pursuant to this Paragraph, the Options granted under the Plan
      that
      are unexercised are existing as of the Effective Time (as defined under the
      Agreement and Plan of Merger among WPS Resources Company (“WPS”), Wedge
      Acquisition Corporation and the Company dated as of July 8, 2006) shall be
      converted at the Effective Time into options to purchase shares of WPS common
      stock as follows: (i) the number of shares of WPS common stock subject to the
      converted options shall be determined by multiplying the number of share of
      Company common stock subject to the Options by 0.825 (rounded to the nearest
      whole shore); and (ii) the exercise price per share of the converted options
      to
      purchase shares of WPS common stock shall be equal to the exercise price per
      share of the options for Company common stock divided by 0.825 (rounded up
      to
      the nearest whole cent). Further, pursuant to this Paragraph, the number of
      Deferred Shares of Company common stock




7




existing
      and undistributed as of the Effective Time shall be converted at the Effective
      Time into Deferred Shares of WPS common stock by multiplying the number of
      Deferred Shares of Company common stock by 0.825 (rounded down to the nearest
      whole share).




9.  Amendment
      and Termination of Plan




The
      Board
      will have the power, in its discretion, to amend, suspend or terminate the
      Plan
      at any time; provided, however, that no amendment which requires shareholder approval
      in order for the Plan to continue to comply with Rule 16b-3 under the Exchange
      Act, including any successor to such Rule shall be effective unless such
      amendment shall be
      approved by the requisite vote of the shareholders of the Company entitled
      to
      vote thereon. Except as otherwise provided in this Plan, no Option Payment,
      Stock Payment, or
      the
      terms of Deferred Shares made or awarded prior to an amendment to this Plan
      may be
      altered or impaired without the consent of the Participant affected
      thereby.




10.  Effective
      Date and Duration of the Plan




The
      Plan
      will become effective upon the Effective Date, and shall remain in effect,
      subject to the right of the Board of Directors to terminate the Plan at any
      time pursuant
      to Section 9, until all shares subject to the Plan have been purchased or
      acquired according
      to the Plan's provisions.




11.  Miscellaneous
      Provisions




A.  Continuation
      of Directors in Same Status




Nothing
      in the Plan or any action taken pursuant to the Plan shall be construed as
      creating or constituting evidence of any agreement or understanding, express
      or
      implied, that the Company will retain a Non-Employee Director as a director
      or
      in any other capacity
      for any period of time or at a particular retainer or other rate of
      compensation, or as
      conferring upon any Participant any legal or other right to continue as a
      director or in any
      other
      capacity.




B.  Compliance
      with Government Regulations




Neither
      the plan nor the Company shall be obligated to issue any shares of Common Stock
      pursuant to the Plan at any time unless and until all applicable requirements
      imposed by any federal and state securities and other laws, rules and
      regulations, by any regulatory agencies or by any stock exchanges upon which
      the Common
      Stock may be listed have been fully met. As a condition precedent to any issuance
      of shares of Common Stock and delivery of certificates evidencing such shares
      pursuant to the Plan, the Board or the Committee may require a Participant
      to
      take any such
      action and to make any such covenants, agreements and representations as the
      Board or
      the
      Committee, as the case may be, in its discretion deems necessary or advisable
      to ensure
      compliance with such requirements. The Company shall in no event be obligated to
      register Options or shares of Common Stock deliverable under the Plan pursuant
      to the Securities Act of 1933, as amended, or to qualify or register such
      Options or shares under any
      securities laws of any state upon their issuance under the Plan or at any time
      thereafter, or to take any other action in order to cause the issuance and
      delivery of such Options and shares under the Plan or any subsequent offer,
      sale
      or other transfer of such Options
      or shares to comply with any such law, regulation or requirement. Participants are
      responsible for complying with all applicable federal and state securities
      and
      other laws, rules and regulations in connection with any offer, sale or other
      transfer of the Options or shares of Common Stock issued under the Plan or
      any
      interest therein including, without limitation, compliance with the registration
      requirements of the


8




Securities
      Act of 1933, as amended (unless an exemption therefrom is available), or with the
      provisions of Rule 144 promulgated thereunder, if applicable, or any successor provisions.
      Certificates for shares of Common Stock may be have placed thereon such legends
      and notices as the Committee shall deem appropriate.




C.  Nontransferability
      of Rights




No
      Participant shall have the right to assign or the right to receive any Stock Payment,
      Option Payment, Deferred Shares, or any other right or interest under the Plan,
      contingent or otherwise, or to cause or permit any encumbrance, pledge or charge
      of any nature
      to
      be imposed on any such Stock Payment or Deferred Shares (prior to the issuance
      and delivery of shares of Common Stock evidencing such Stock Payment or
      underlying such Deferred Shares), Option Payment or any such right or
      interest.




D.  Severability




In
      the
      event that any provision of the Plan is held invalid, void or unenforceable, the
      same
      shall not affect, in any respect whatsoever, the validity of any other provision
      of the
      Plan.




E.  Governing
      Law




To
      the
      extent not preempted by federal law, the Plan shall be governed by the laws
      of
      the State of Illinois.




F.  Code
      Section 409A Compliance




The
      Plan
      shall be 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 paragraphs (2), (3) and (4) of such Code section. No
      distribution shall be made under the Agreement that would fail to meet the
      requirements of Code Section 409A. Alternatively, this Amendment and Restatement
      of the Plan is not intended to materially modify any deferred compensation
      plans
      of the Company that existed prior to October 4, 2004. However, if this Plan
      would otherwise be interpreted to be a material modification of any deferred
      compensation plans of the Company that existed prior to October 4, 2004, as
      permitted by IRS Notice 2005-1, Q&A 18(b), this Plan shall be treated as a
      material modification of such deferred compensation plans only as to the
      benefits provided by this Plan, and only the benefits provided by this Plan
      shall be subject to Code Section 409A.





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