<PAGE>

__________ RS Control Number                                  Date:  May 7, 1996
____________________ Grantee
__________ Number of Shares (the "Shares")


                                1996 ESELCO, INC.
                           RESTRICTED STOCK BONUS PLAN

                           RESTRICTED STOCK AGREEMENT


     Shares of Restricted Stock are hereby awarded on the date first shown
above, by ESELCO, Inc., (the "Holding Company"), to the above identified
individual (the "Grantee") in accordance with the following terms and
conditions:


Share Award

     1.   The Holding Company hereby awards the Grantee the number of shares
indicated above (the "Shares") of Common Stock ("Common Stock"), of the Holding
Company pursuant to the 1996 ESELCO, Inc., Restricted Stock Bonus Plan, as the
same may from time to time be amended (the "Plan"), and upon the terms and
conditions and subject to the restrictions therein and hereinafter set forth.  A
copy of the Plan as currently in effect is incorporated herein by reference and
is provided herewith.


Restrictions on Transfer

     2.   Until vested, the Shares may not be sold, assigned, transferred,
pledged, or otherwise encumbered by the Grantee.  The Shares will vest 100% upon
the occurrence of the 5th (fifth) anniversary date hereof.  There shall be no
vesting prior to this time, except as expressly provided elsewhere in this
Agreement.

          The Committee referred to in Section 3 of the Plan or its successor
(the "Committee") shall have the authority, in its discretion, to accelerate the
time at which any or all of the Shares shall vest, or to remove any or all of
such restrictions, whenever the Committee, in its sole discretion, may determine
that such action is appropriate by reason of changes to applicable tax or other
laws, or other changes in circumstances occurring after this share award.


Termination of Service

     3.   Except as provided in Section 7 below, at such time as the Grantee is
no longer employed by the Holding Company (or one of its Affiliates) for any
reason except death, total or

                                         1

<PAGE>

partial disability, or retirement, all shares which at the time of such 
termination of service are not vested shall upon such termination of service 
be forfeited to the Holding Company.

          In the event that the Grantee ceases to be employed by the Holding
Company (or one of its Affiliates) due to death, total or partial disability, or
retirement, the Committee may, in its sole discretion and without obligations,
review the possibility of accelerating vesting.


Certificates for the Shares

     4.   The Holding Company shall issue certificates in respect of the Shares
in the name of the Grantee, and shall hold such certificates on deposit for the
account of the Grantee until the Shares represented thereby are vested. 
Certificates representing vested shares, and the related stock powers, as
provided for in Section 5 below, shall be promptly delivered to the Grantee when
and as vesting occurs.  The certificates shall bear the following legend:

               "The shares represented by this certificate
               are RESTRICTED and thus they are not
               freely tradeable.  Compliance with certain
               provisions of the Federal Securities Laws is
               required before transfer."

Stock Powers

     5.   Simultaneously with his execution of this Agreement, the Grantee shall
execute stock powers in favor of the Holding Company with respect to the Shares
and he shall promptly deliver such stock powers to the Holding Company.


Grantee's Rights

     6.   Except as otherwise provided herein, the Grantee, as owner of the
Shares, shall have all rights of a stockholder, including, but not limited to,
the right to receive all dividends paid on the Shares and the right to vote the
Shares.


Adjustments Upon Changes in Capitalization or Certain Sales or Distributions

     7.   In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, or any other change in
the corporate structure of the Holding Company affecting Shares, or a sale by
the Holding Company of all or part of its assets other than in the normal course
business, or any distribution to stockholders other than a normal cash dividend,
the Board of Directors shall make appropriate adjustments in the number and kind


                                         2

<PAGE>

of shares authorized by the Plan and any adjustments to outstanding Restricted
Stock Awards as it determines appropriate.


Delivery and Registration of Shares of Common Stock

     8.   The Holding Company's obligation to deliver shares of Common Stock
hereunder shall, if the Committee so requests, be conditioned upon the receipt
of a representation as to the investment intention of the Grantee or any other
person to whom such shares are to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of
the Securities Act of 1933,  as amended, or any other federal, state, or local
securities regulation.  It may be provided that any representation requirement
shall become inoperative upon a registration of such shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities regulation.  The Holding Company shall not be required to
deliver any shares under the Plan prior to (i) the admission of such shares to
listing on any stock exchange on which the shares of Common Stock may then be
listed, and (ii) the completion of such registration or other qualification of
such shares under any state or federal law, rule, or regulation, as the
Committee shall determine to be necessary or advisable.


Plan and Plan Interpretations as Controlling

     9.   The Shares hereby awarded and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of the Plan, which
are controlling.  All determinations and interpretations of the Committee shall
be binding and conclusive upon the Grantee or his legal representatives with
regard to any question arising hereunder or under the Plan.


Grantee Service

     10.  Nothing in this Agreement shall limit the right of the Holding Company
or any of its Affiliates to terminate the Grantee's service as a director,
officer, or employee, or otherwise impose upon the Holding Company or any of its
Affiliates any obligation to employ or accept the services of the Grantee.  


Withholding and Social Security Taxes

     11.  Upon the vesting of any Shares (or at any such earlier time, if any, 
that an election is made under Section 83(b) of the 1986 Internal Revenue 
Code, or any successor provision thereto, to include the value of such Shares 
in taxable income), the Holding Company or its Affiliate shall be entitled to 
withhold from the Grantee's compensation an amount sufficient to fulfill its 
or its Affiliate's withholding requirements for federal, state, and social 
security taxes.  Alternatively, the Holding Company or its Affiliate may 
require the Grantee to pay the Holding Company or its

                                         3

<PAGE>

 Affiliate the amount of any taxes which the Holding Company or its Affiliate 
is required to withhold with respect to the Shares or, in lieu thereof, to 
retain or sell without notice a sufficient number of Shares to cover the 
amount required to be withheld.  The Holding Company's or its Affiliate's 
method of satisfying its withholding obligations shall be solely in the 
discretion of the Holding Company or its Affiliate, subject to applicable 
federal, state, and local laws.

Grantee Acceptance

     12.  The Grantee shall signify his acceptance of the terms and conditions
of this Agreement by signing the signature page of the Notice of Award
accompanying this Agreement in the space provided, endorsing in blank the stock
powers provided herewith, and returning these documents (together with the
certificates for the shares) to the Holding Company.  IF THE FULLY EXECUTED
DOCUMENTS, REQUIRED BY THIS PARAGRAPH TO BE RETURNED, HAVE NOT BEEN RECEIVED BY
THE HOLDING COMPANY WITHIN THIRTY (30) DAYS FROM THE DATE FIRST SHOWN ABOVE, THE
HOLDING COMPANY MAY REVOKE THIS AWARD, AND VOID ALL OBLIGATIONS UNDER THIS
AGREEMENT.

                                                       ESELCO, INC.
                                                       (the "Holding Company")


                                                      William R. Gregory
                                                      Director

                                         4

<PAGE>

__________ RS Control Number                                  Date:  May 7, 1996


                                 NOTICE OF AWARD

Dear Award Recipient:

     At the direction of the Restricted Stock Bonus Plan Committee, appointed by
the Board of Directors of ESELCO, Inc., (the "Holding Company"), you are hereby
notified that the Committee has granted to you:

          Restricted Stock

pursuant to the 1996 ESELCO, Inc., Restricted Stock Bonus Plan adopted by the
Board of Directors and ratified and approved by the Stockholders of the Holding
Company on May 7, 1996.

     Enclosed are copies of the following documents governing your award:

          A.   1996 ESELCO, Inc., Restricted Stock Bonus Plan; and
          B.   Restricted Stock Agreement

     The following is a summary of certain provisions of the Plan and Agreement
which govern your award; however, this summary is qualified in its entirety by
reference to those documents.


Restricted Stock

     The Restricted Stock granted to you will, upon vesting, entitle you to
shares of common stock of the Holding Company.  The date of the grant of this
award is shown at the top of this page.  On this date the fair market value (the
average of the quoted bid and ask price) of the Holding Company Common Stock was
$27.88 per share.

     Please direct your attention to the provisions of the Restricted Stock
Agreement and Plan which govern the award of restricted stock to you.  You will
observe that your shares are 100% vested on the 5th (fifth) anniversary date of
the grant of this award.  There shall be no vesting prior to this time except as
expressly provided elsewhere in the Agreement.

     The Restricted Stock Award is in all respects limited and conditioned, as
provided in the Restricted Stock Bonus Plan and the Restricted Stock Agreement.
These limitations and conditions, which apply to those shares which are not
vested, include the following:

          A.   Prior to vesting, the shares may not be sold, assigned,
               transferred, pledged, or otherwise encumbered by you;

                                         1

<PAGE>

          B.   At such time as you are no longer employed by the Holding
               Company, or any of its Affiliates, any non-vested
               shares awarded hereunder at the time of your termination
               shall be forfeited to the Holding Company as of the date
               of such termination.

     The Restricted Stock Award includes certain rights and conditions as
provided in the Restricted Stock Bonus Plan and the Restricted Stock Agreement. 
These rights and conditions include the following:
                    
           A.   Prior to vesting (as well as after vesting)  you, as owner of 
                the Shares, shall have all rights of a  stockholder, 
                including, but not limited to, the right to  receive any 
                dividends paid on the Shares and the right to  vote the 
                shares;

           B.   If  you remain employed as of the 5th (fifth) anniversary of 
                this Award, all shares granted under this Agreement shall be 
                deemed fully vested.

     I HEREBY CERTIFY THAT I HAVE READ AND BELIEVE THAT I UNDERSTAND THE TERMS
AND CONDITIONS OF THE FOLLOWING:

          1996 ESELCO, INC., RESTRICTED STOCK BONUS PLAN, AND
          RESTRICTED STOCK AGREEMENT

AND BY MY SIGNATURE BELOW I ACCEPT THE GRANTS AND AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS OF THE ABOVE AGREEMENTS WITH RESPECT TO THE NUMBER OF SHARES
SHOWN BELOW.

Date:  ____________________

                         ACCEPTED: _______________________________________
                                   (Name and Date)

                         Signature:_______________________________________
                                   (the "Participant")

                                   _______________________________________
                                   (Street Address)

                                   _______________________________________
                                   (City, State, and Zip Code)

                                         2

<PAGE>

     The number of shares with respect to which Awards are provided by the
documents listed above is:

                    __________  Restricted Shares

                    __________  Document Control Number


     Received by the Company on ____________________
                                  (Date)


               Signed:   _______________________________________
                         Restricted Stock Bonus Plan Coordinator
                         Donald C. Wilson                   
                         Corporate Secretary


                                         3