WPS RESOURCES CORP
KEY EXEC EMPLOY AND SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>exh108.htm
<DESCRIPTION>KEY EXEC EMPLOY AND SEVERANCE AGREEMENT
<TEXT>
<html>
<body>

<font SIZE="3">
<p ALIGN="RIGHT">Exhibit 10.8</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
</font><b>
<p ALIGN="CENTER">EXECUTIVE EMPLOYMENT</p>
<p ALIGN="CENTER">AND SEVERANCE AGREEMENT</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">By and Between</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">WPS RESOURCES CORPORATION</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">and</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">__________________________________</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">Dated as of May 2, 1997</p>
</b><font SIZE="3">
<p>&nbsp;</p>
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      <p align="center"><font FACE="CG Times">Table of Contents</font></td>
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    <font FACE="CG Times"><u>
    <td width="10%"><font FACE="CG Times"><u>Section</u></font></td>
    <td width="80%"></td>
    <td width="10%">
      <p align="right"><font FACE="CG Times"><u>Page</u></font></td>
    </u></font>
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    <font FACE="CG Times">
    <td width="10%">1.</td>
    <td width="80%"><font FACE="CG Times">Definitions</font></td>
    <td width="10%" align="right">
      <p align="right">2</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times"><u>
    <td width="10%"></td>
    </u>
    <td width="80%"><font FACE="CG Times">(a) Act</font></td>
    <td width="10%" align="right">
      <p align="right">2</td>
    </font>
  </tr>
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    <font FACE="CG Times"><u>
    <td width="10%"></td>
    </u>
    <td width="80%"><font FACE="CG Times">(b) Affiliate and Associate</font></td>
    <td width="10%" align="right">
      <p align="right">2</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times"><u>
    <td width="10%"></td>
    </u>
    <td width="80%"><font FACE="CG Times">(c) Beneficial Owner</font></td>
    <td width="10%" align="right">
      <p align="right">3</td>
    </font>
  </tr>
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    <font FACE="CG Times"><u>
    <td width="10%"></td>
    </u>
    <td width="80%"><font FACE="CG Times">(d) Cause</font></td>
    <td width="10%" align="right">4</td>
    </font>
  </tr>
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    <font FACE="CG Times"><u>
    <td width="10%"></td>
    </u>
    <td width="80%"><font FACE="CG Times">(e) Change in Control of the Company</font></td>
    <td width="10%" align="right">5</td>
    </font>
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    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(f) Code</font></td>
    <td width="10%" align="right">6</td>
    </font>
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    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(g) Continuing Director</font></td>
    <td width="10%" align="right">6</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(h) Covered Termination</font></td>
    <td width="10%" align="right">6</td>
    </font>
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    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(i) Employment Period</font></td>
    <td width="10%" align="right">6</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(j) Good Reason</font></td>
    <td width="10%" align="right">7</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(k) Normal Retirement Date&nbsp;</font></td>
    <td width="10%" align="right">8</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(l) Person</font></td>
    <td width="10%" align="right">8</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(m) Termination Date</font></td>
    <td width="10%" align="right">8</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">2.</td>
    <td width="80%"><font FACE="CG Times">Termination or Cancellation Prior to
      Change in Control</font></td>
    <td width="10%" align="right">11</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">3.</td>
    <td width="80%"><font FACE="CG Times">Employment Period</font></td>
    <td width="10%" align="right">12</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">4.</td>
    <td width="80%"><font FACE="CG Times">Duties</font></td>
    <td width="10%" align="right">13</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">5.</td>
    <td width="80%"><font FACE="CG Times">Compensation</font></td>
    <td width="10%" align="right">13</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">6.</td>
    <td width="80%"><font FACE="CG Times">Annual Compensation Adjustments</font></td>
    <td width="10%" align="right">16</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">7.</td>
    <td width="80%"><font FACE="CG Times">Termination For Cause or Without Good
      Reason</font></td>
    <td width="10%" align="right">17</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">8.</td>
    <td width="80%"><font FACE="CG Times">Termination Giving Rise to a
      Termination Payment&nbsp;</font></td>
    <td width="10%" align="right">17</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">9.</td>
    <td width="80%"><font FACE="CG Times">Payments Upon Termination&nbsp;</font></td>
    <td width="10%" align="right">18</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(a) Accrued Benefits</font></td>
    <td width="10%" align="right">18</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(b) Termination Payment&nbsp;</font></td>
    <td width="10%" align="right">19</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">10.</td>
    <td width="80%"><font FACE="CG Times">Death</font></td>
    <td width="10%" align="right">24</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">11.</td>
    <td width="80%"><font FACE="CG Times">Retirement&nbsp;</font></td>
    <td width="10%" align="right">24</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">12.</td>
    <td width="80%"><font FACE="CG Times">Termination for Disability&nbsp;</font></td>
    <td width="10%" align="right">24</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">13.</td>
    <td width="80%"><font FACE="CG Times">Termination Notice and Procedure</font></td>
    <td width="10%" align="right">25</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">14.</td>
    <td width="80%"><font FACE="CG Times">Further Obligations of the Executive</font></td>
    <td width="10%" align="right">26</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(a) Competition</font></td>
    <td width="10%" align="right">26</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%"></td>
    <td width="80%"><font FACE="CG Times">(b) Confidentiality</font></td>
    <td width="10%" align="right">27</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">15.</td>
    <td width="80%"><font FACE="CG Times">Expenses and Interest</font></td>
    <td width="10%" align="right">27</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">16.</td>
    <td width="80%"><font FACE="CG Times">Payment Obligations Absolute</font></td>
    <td width="10%" align="right">28</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">17.</td>
    <td width="80%"><font FACE="CG Times">Successors</font></td>
    <td width="10%" align="right">28</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">18.</td>
    <td width="80%"><font FACE="CG Times">Severability&nbsp;</font></td>
    <td width="10%" align="right">30</td>
    </font>
  </tr>
  <tr>
    <font FACE="CG Times">
    <td width="10%">19.</td>
    <td width="80%"><font FACE="CG Times">Amendment</font></td>
    <td width="10%" align="right">30</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">20.</td>
    <td width="80%"><font FACE="CG Times">Withholding</font></td>
    <td width="10%" align="right">30</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">21.</td>
    <td width="80%"><font FACE="CG Times">Certain Rules of Construction</font></td>
    <td width="10%" align="right">30</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">22.</td>
    <td width="80%"><font FACE="CG Times">Governing Law; Resolution of Disputes</font></td>
    <td width="10%" align="right">31</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">23.</td>
    <td width="80%"><font FACE="CG Times">Notice</font></td>
    <td width="10%" align="right">31</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">24.</td>
    <td width="80%"><font FACE="CG Times">No Waiver</font></td>
    <td width="10%" align="right">32</td>
    </font>
  </tr>
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    <font FACE="CG Times">
    <td width="10%">25.</td>
    <td width="80%"><font FACE="CG Times">Headings&nbsp;</font></td>
    <td width="10%" align="right">32</td>
    </font>
  </tr>
  <tr>
    <td width="10%"><font face="CG Times">26.</font></td>
    <td width="80%"><font face="CG Times">Appendix A</font></td>
    <td width="10%" align="right"><font face="CG Times">32</font></td>
  </tr>
  <tr>
    <td width="10%"></td>
    <td width="80%"></td>
    <td width="10%" align="right"></td>
  </tr>
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    <td width="10%"></td>
    <td width="90%" colspan="2"><font face="CG Times">Appendix A -<br>
      </font><font SIZE="3">
Sections 2806 and 4999 of the Internal Revenue Code of 1986 as<br>
of September 15, 1996<br>
[Appended for informational purposes only.]
  </font></td>
  </tr>
</table>
<p>&nbsp;</p>
<u>
<p ALIGN="CENTER">EXECUTIVE EMPLOYMENT ANT) SEVERANCE AGREEMENT</p>
</u>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; THIS AGREEMENT, made and entered into as of the 2nd day of
May, 1997, by and between WPS&nbsp;Resources Corporation, a Wisconsin corporation
(hereinafter referred to as the &quot;Company&quot;), and
____________________________ (hereinafter referred to as &quot;Executive&quot;).</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">WITNESSETH&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS, the Executive is employed by the Company and/or a
subsidiary of the Company (the &quot;Employer&quot;) in a key executive capacity
and the Executive's services are valuable to the conduct of the business of the
Company;&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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;&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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;&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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; and</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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:</p>
        <p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1. <u>Definition</p>
</u>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) Act. For purposes of this Agreement, the term
&quot;Act&quot; means the Securities Exchange Act of 1934, as amended.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) <u>Affiliate and Associate</u>. An &quot;Affiliate&quot;
of, or a person &quot;affiliated&quot; with, a
  </font> <font SIZE="3">
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 &quot;Associate&quot;
used to indicate a relationship with any person, means (1) 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, directly or
indirectly, the beneficial owner of 10 percent or more of any class of equity
securities, (2) 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 (3) 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) <u>Beneficial Owner</u>. For purposes of this Agreement, a Person shall
be deemed to be the &quot;Beneficial Owner&quot; of any securities:</p>
<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY">(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; <u>provided</u>,
    <u>however</u> 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 Rights pursuant to the
    terms of the Company's Rights Agreement with Firstar Trust Company, dated as
    of December 12, 1996, as amended from time to time (or any successor to such
    Rights Agreement) at any time before the issuance of such securities;</p>
  </font><font SIZE="2">
  <p ALIGN="JUSTIFY">(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 &quot;beneficial ownership&quot; 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; <u>provided</u>, <u>however</u>, 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</p>
  </font><font SIZE="3">
  <p ALIGN="JUSTIFY">(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.</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) <u>Cause</u>. &quot;Cause&quot; 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 appeal)
which substantially impairs the Executive's ability to perform his duties or
responsibilities; and (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).</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e) <u>Change in Control of the Company. </u>For purposes of
this Agreement, a Change in Control of the Company shall be deemed to have
occurred if:</p>
<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY">(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;</p>
<p ALIGN="JUSTIFY">(ii) one-half or more of the members of the Board are not
Continuing Directors;</p>
    <p ALIGN="JUSTIFY">(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;</p>
    <p ALIGN="JUSTIFY">(iv) there shall be consummated (x) 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 proportionate ownership of common stock of the
    surviving corporation immediately after the merger;</p>
    <p ALIGN="JUSTIFY">(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</p>
    <p ALIGN="JUSTIFY">(vi) the shareholders of the Company approve any plan or
    proposal for the liquidation or dissolution of the Company.</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (f) <u>Code</u>. For purposes of this Agreement, the term
&quot;Code&quot; means the Internal Revenue Code of 1986, including any
amendments thereto or successor tax codes thereof.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (g) <u>Continuing Director. </u>For purposes of this
Agreement, the term &quot;Continuing Director&quot; means (i) any member of the
Board of Directors of the Company who was a member of such Board on May 1, 1997,
(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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (h) <u>Covered Termination.</u> Subject to Section 2(b)
hereof, for purposes of this Agreement, the term &quot;Covered Termination&quot;
means any termination of the Executive's employment where the Termination Date
is any date prior to the end of the Employment Period.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) <u>Employment Period</u>. For purposes of this Agreement,
the term &quot;Employment Period&quot; means a period commencing on the date of
a Change in Control of the Company, and ending at 11:59&nbsp;p.m. Central Time
on the earlier of the third anniversary of such date or the Executive's Normal
Retirement Date.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (j) <u>Good Reason.</u> For purposes of this Agreement, the
Executive shall have a &quot;Good Reason&quot;<b> </b>for termination of
employment in connection with a Change in Control of the Company in the event
of:</p>
<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY">(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;</p>
    <p ALIGN="JUSTIFY">(ii) the removal of<b> </b>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;</p>
    <p ALIGN="JUSTIFY">(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,
    or (B) a significant reduction in the level of support services, staff,
    secretarial and other assistance, office space and accoutrements; or</p>
    <p>(iv) failure by the Company to obtain the agreement referred to in
    Section 17(a) hereof as provided therein.</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (k) <u>Normal Retirement Date.</u> For purposes of this
Agreement, the term &quot;Normal Retirement Date&quot; means the earlier of (i)
&quot;Normal Retirement Date&quot; as defined in the Wisconsin Public Service
Corporation Administrative Employees' 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1) Person. For purposes of this Agreement, the term
&quot;Person&quot; 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (m) <u>Termination Date</u>. For<b> </b>purposes of this
Agreement, except as otherwise provided in Section 10(b) and Section 17(a)
hereof, the term &quot;Termination Date&quot; 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 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,</p>
<blockquote>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (A) If termination is for Cause pursuant to Section 1(f)(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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (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 is finally determined that the Company (or the
Employer) properly terminated the Executive for the reason<b> </b>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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (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.</p>
</blockquote>
<blockquote>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (D) If an opinion is required to be delivered pursuant to
Section 9(b)(ii) hereof and such opinion shall not have been delivered,
the-Termination Date shall be the earlier of the date on which such opinion is
delivered or one day prior to the end of the Employment Period.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (E) Except as provided in Paragraph (B) 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.</p>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <u>Termination or Cancellation Prior to Change in Control</u>.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) Anything in this Agreement to the contrary<b> </b>notwithstanding,
if a Change in Control of the Company shall occur and if the Executive's
employment with the Company or a subsidiary of the Company shall have been
terminated (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
&quot;Covered Termination&quot; 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <u>Employment Period.</u> 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <u>Duties</u>. 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 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5. <u>Compensation.</u> During the Employment Period, the
Executive shall be compensated as follows:</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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 (which base salary shall, unless otherwise
agreed in writing by the Executive, include the current receipt by the Executive
of any amounts which, prior to the Change in Control of the Company, the
Executive had elected to defer, whether such compensation is deferred under
Section 401(k) of the Code or otherwise), subject to adjustment as hereinafter
provided.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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 group life insurance, hospitalization, medical,
dental, profit sharing and stock bonus plans; <u>provided</u>, <u>that</u>, 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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 may be made available annually
to other executives of the Company (or the Employer) of comparable status and
position to the Executive.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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, stock option, stock
appreciation, stock bonus and similar or comparable plans; <u>provided,</u>
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 <u>provided</u>, <u>further,</u> that the Company's obligation to
include the Executive in bonus or incentive compensation plans shall be
determined by Subsection 5(f) hereof.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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 &quot;Bonus
Plan&quot;) 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 &quot;Goals&quot;), all of
which Goals shall be attainable, prior to the end of the Employment Period, with
approximately the same degree of probability<b> </b>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 Control of the Company
(whether one or more, the &quot;Prior Bonus Plan&quot;) 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 &quot;Bonus
Amount&quot;) that the Executive is eligible to earn under any such Bonus Plan
shall be no less than the amount of the Executive's maximum award provided in
such Prior Bonus Plan (such bonus amount herein referred to as the
&quot;Targeted Bonus&quot;), and in the event the Goals are not achieved such
that the entire Targeted Bonus is not payable, any such Bonus Plan shall provide
for a payment of a Bonus Amount equal to a portion of the Targeted Bonus
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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6. <u>Annual Cornpensation Adjustments.</u> 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7. <u>Termination For Cause or Without Good Reason.</u> 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 13 hereof), then the Executive shall be
entitled to receive only Accrued Benefits pursuant to Section 9(a) hereof.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8. <u>Termination Giving Rise to a Termination Payment</u>.
(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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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:</p>
<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY">(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 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.</p>
    <p ALIGN="JUSTIFY">(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.</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9. <u>Payments Upon Termination</u>.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) <u>Accrued Benefits</u>. For purposes of this Agreement,
the Executive's &quot;Accrued Benefits&quot; 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) a
lump sum payment of any bonus<b> </b>or incentive compensation otherwise payable
to the Executive with respect to the year in which termination occurs 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, including 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 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) <u>Termination Payment.</p>
</u>
<blockquote>
  <blockquote>
<p ALIGN="JUSTIFY">(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 &quot;Annual Cash Compensation&quot;), 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. The
Termination Payment shall be paid to the Executive in cash equivalent ten
business days after the Termination Date. 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. 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).</p>
<p ALIGN="JUSTIFY">(ii) 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 (in the
aggregate, &quot;Total Payments&quot;), would constitute an &quot;excess
parachute payment,&quot; 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) or which the
Company may pay without loss of deduction under Section 280G(a) of the Code (or
any successor provision). For purposes of this Agreement, the terms &quot;excess
parachute payment&quot; and &quot;parachute payments&quot; shall have the
meanings assigned to them in Section 2806 of the Code (or any successor
provision), and such &quot;parachute payments&quot; shall be valued as provided
therein. Present value for purposes of this Agreement shall be calculated in
accordance with Section 280G(d)(4) of the Code (or any successor provision).
Within forty days following 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 2806 of the Code (or any successor provision), the Executive and the
Company, at the Company's expense, shall obtain the opinion (which need not be
unqualified) of nationally recognized tax counsel selected by the Company's
independent auditors and acceptable to the Executive in his sole discretion
(which may be regular outside counsel to the Company), which opinion sets forth
(A) the amount of the Base Period Income, (B) the amount and present value of
Total Payments and (C) the amount and present value of any excess parachute
payments determined without regard to the limitations of this Subsection
9(b)(ii). As used in this Subsection 9(b)(ii), the term &quot;Base Period
Income&quot; means an amount equal to the Executive's &quot;annualized
includible compensation for the base period&quot; 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. Such opinion 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, 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 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 legal
counsel so requests in connection with the opinion required by this Section, the
Executive and the Company shall obtain, at the Company's expense, and the legal
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 2806
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.</p>
<p ALIGN="JUSTIFY">(iii) (A) If, notwithstanding the provisions of Subsection
(ii) of this Section 9(b), but subject to paragraph (B), 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 subject to the tax (the
&quot;Excise Tax&quot;) imposed by Section 4999 of the Code (or any successor
provision), the Company shall pay to the Executive an additional amount (the
&quot;Gross-Up Payment&quot;) such that the net amount retained by the Executive
after deduction of any Excise Tax and any interest charges or penalties in
respect of the imposition of such Excise Tax (but not any federal, state or
local income tax) on the Total Payments, and any federal, state and local income
tax and Excise Tax upon the payment provided for by this Subsection (iii), shall
be equal to the Total Payments. For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at
the highest marginal rate of federal income taxation in the calendar year in
which the Gross-Up 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 Gross-Up Payment is made, net
of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes.</p>
<p ALIGN="JUSTIFY">(B) If legislation is enacted 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 paragraph (A) of this
Subsection 9(b)(iii), then</p>
<p ALIGN="JUSTIFY">(1) from and after such time as shareholder approval would be
required, until shareholder approval is obtained as required by such
legislation, paragraph (A) shall be of no force and effect;</p>
<p ALIGN="JUSTIFY">(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) (iii) such that, as amended, this Subsection would provide the Executive
with the benefits intended to be afforded to the Executive by paragraph (A)
without requiring shareholder approval; and</p>
<p ALIGN="JUSTIFY">(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.</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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. 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(m) hereof, or
one day prior to the end of the Employment Period.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 11. <u>Retirement</u>. 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; <u>provided</u>,
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 Executive shall also be entitled to receive a Termination
Payment pursuant to Section 8(a) hereof.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 12. <u>Termination for Disability</u>. 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 13. <u>Termination Notice and Procedure. </u>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:</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 14. <u>Further Obligations of the Executive</u>.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) <u>Competition. </u>The Executive agrees that, in the
event of any Covered Termination where the Executive is entitled to Accrued
Benefits and the Termination Payment, 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<b> </b>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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) <u>Confidentiality</u>.<b> </b>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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 15. <u>Expenses and Interest<b>.</b></u><b> </b>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<b> </b>as a result of such dispute, legal or arbitration proceeding
(&quot;Expenses&quot;), and prejudgment interest on any money judgment or
arbitration award obtained by the Executive calculated at the rate of interest
announced by Firstar Bank Milwaukee, National Association, Milwaukee, Wisconsin,
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, the Company shall pay to the Executive,
or such other person or entity as the Executive may designate in writing to the
Company, the Executive's reasonable Expenses in advance of the final disposition
or conclusion of any such dispute, legal or arbitration proceeding.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 16. <u>Payment Obligations Absolute</u><i>. </i>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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 17. <u>Successors. </u>(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
&quot;Sale of Business&quot;), 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 &quot;Good
Reason&quot; 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, &quot;Company&quot;
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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 18. <u>Severability.</u> 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 19. <u>Amendment</u>. This Agreement may not be amended or
modified at any time except by written instrument executed by the Company and
the Executive.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 20. <u>Withholding</u>. 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; <u>provided</u>, <u>that</u> the amount so withheld shall
not exceed the minimum amount required to be withheld by law. The Company 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 21. <u>Certain Rules of Construction.</u> 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 22. <u>Governing Taw; Resolution of Disputes.</u> 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 no longer
residing or working in the Green Bay, Wisconsin metropolitan area, in the
judicial district encompassing the city in which the Executive resides; <u>provided,
that</u>, 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
irrevocably consents to service of process in the manner provided hereunder for
the giving of notices.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23. <u>Notice.</u><b> </b>Notices given pursuant to this
Agreement shall be in writing and, except as otherwise provided by Section 13(d)
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<b> </b>receipt requested, addressee only,
postage prepaid, if to the Company, to WPS Resources Corporation, Attention:
Secretary (or President, if the Executive is then 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 24. <u>No Waiver</u><i>. </i>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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 25. <u>Headings</u>. The headings herein contained are for
reference only and shall not affect the meaning or interpretation of any
provision of this Agreement.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 26. <u>Appendix A.</u> Appendix A has been attached for
informational purposes only and does not constitute a part of this Agreement.
All references in this Agreement to the sections of the Code set forth in
Appendix A are to such sections as actually in effect from time to time and not
necessarily to the sections as set forth in Appendix A.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
<p ALIGN="JUSTIFY"><b>WPS RESOURCES CORPORATION</p>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</b>
<p ALIGN="JUSTIFY">&nbsp;</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
<p ALIGN="JUSTIFY">By:_______________________________</p>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
<p ALIGN="JUSTIFY">Its: ________________________________</p>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
<p ALIGN="JUSTIFY">EXECUTIVE:</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">By:________________________________</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">Its: _______________________________</p>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
<p ALIGN="JUSTIFY">Attest: ____________________________</p>
          <p ALIGN="JUSTIFY">&nbsp;_________________________________</p>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
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