Broad-Based 
Short-Term 
Incentive Plan


Plan Purposes
  *   Provide a meaningful and competitive incentive opportunity geared to
      the achievement of specified corporate financial and operational goals.

  *   Reward teamwork, cost consciousness, and other behaviors that result
      in "value added" to both customers and shareholders.

Concept
  A short-term incentive plan for all employees where the award opportunity
  and performance goals are set at the beginning of 
  each plan year. Actual payments are based on the achievement of corporate
  financial and operational goals. Awards will only be 
  paid if a predetermined threshold level of overall corporate performance is
  met. Payment will be made in cash as soon as practical after year end.

Plan Administration
  The Personnel, Organization, and Nominating Committee (or any other
  successor committee [the "Committee"]) will have responsibility for
  administration of the program in accordance with the provisions of the
  plan, as set forth in these administrative plan specifications.

Plan Year
  The plan year for the Broad-Based Short-Term Incentive Plan 
  will coincide with the Company's fiscal year which ends on December 31.

Participation 
  Participation will include all full-time hourly and salaried employees of the
  Company.

Incentive
Opportunities
  At the beginning of each plan year, a minimum, target, and maximum
  award opportunity will be established. The "target" award will be earned
  for achievement of expected performance. "Minimum" and "maximum"
  performance award levels then will be developed in relation to the 
  performance target award levels. 

  The target award opportunity for each participant before apportionment
  will be 4 percent of year-end W-2 earnings (excluding noncash items and
  bonuses). Actual participant award opportunities can vary from 0 to 150
  percent of the target award opportunity in relation to actual corporate
  financial and operational performance.




Performance
Apportionment
  Performance will be assessed at two levels--corporate financial and
  corporate operational. The Chief Executive Officer will recommend, and
  the Committee will approve, the split of incentive opportunity. The
  apportionments will vary by participant level. The performance of one area
  will not affect the amount of the award opportunity from the other, except
  that no payouts will occur if the Company does not meet its overall
  corporate threshold performance target. A participant's total incentive
  award will be equal to the sum of the amounts earned from each portion of
  the incentive opportunity.


Corporate Financial
Performance
  Corporate financial performance will be measured based on 
  earnings per share (EPS). At the beginning of each plan year, a "target"
  EPS goal will be established for the Company. "Minimum" and
  "maximum" performance levels, for incentive award determination
  purposes, will be set up in relation to this performance 
  target. No award is paid for performance below minimum. 
  Straight-line interpolation would be used for results between 
  the minimum and the maximum.




  The Chief Executive Officer will suggest, and the Committee will
  determine, the treatment of "extraordinary" gains or losses and their
  impact on EPS in the plan. Where possible, this determination will be
  made prior to establishing the annual target for EPS.

Corporate
Operational
Performance

  Corporate operational goals for employees will be based equally upon
  overall safety, O&M costs, and system reliability. Targets for each of these
  goals will be established. Minimum and maximum performance levels also
  will be determined. Tables will then be established to define award
  opportunities based on various levels of achievement. 

Overall 
Corporate
Threshold

  At the beginning of each plan year, an overall threshold level of corporate
  financial performance will be established. Performance below the threshold
  level will result in no award payouts, regardless of actual corporate
  financial or operational performance achievements.


Form and 
Timing of Payment
  Awards will be paid in cash as soon as practical following approval of
  award amounts by the Committee. 

Termination of
Employment Due to
Retirement, Death, 
or Disability
  If a participant's employment is terminated due to retirement, 
  death, or disability during a plan year, the award earned shall 
  be prorated based on the number of months of participation within the plan
  year. The prorated award will be based upon performance determined at
  year end and will be paid in cash at the same time all other awards are
  paid from the plan.

Termination for 
Any Other Reason
  Termination of employment for reasons other than retirement, death, or
  disability before the end of a plan year will result in forfeiture 
  of any associated award opportunity. However, the Chief Executive
  Officer, with the approval of the Committee, may waive such forfeiture
  provision.

  Termination after the plan year end, but prior to award payout, will not
  result in award forfeiture, except in the event of termination 
  for "cause."

Tax Treatment
  Payments are taxable to the participant in the year of receipt. The
  Company receives a tax deduction at the same time and in the same
  amount as the participant recognizes taxable income.

Withholding taxes
  The Company will have the right to deduct any Federal, state, or local
  taxes required by law to be withheld.




Beneficiary
Designation
  A participant may name a beneficiary or beneficiaries to whom any benefit
  under this plan is to be paid in the event of death.

Effect on Employee
Benefit Plans
  Payments from this plan shall not be included in calculating the amount of
  employee benefits to be paid under the terms of any of the Company's
  qualified employee benefit plans. 

Participant Rights
  Participation in this plan shall not interfere with the Company's right to
  terminate any participant's employment at any time. Rights or interests of
  any participants in this plan are nontransferable.

Plan Amendments
  The Committee may, in its sole discretion, modify, amend, suspend, or
  terminate, in whole or in part, any or all of the provisions of the plan.
  However, no modification, amendment, suspension, or termination may
  adversely affect a payment or distribution to which a participant is entitled.

New Hires,
Promotions,
Demotions
  The Chief Executive Officer, with the approval of the Committee, will
  have the discretion to determine participation and award levels for new
  hires, promotions, or demotions.