0000061339-09-000001 Sample Contracts

MGE ENERGY, INC. __________ PERFORMANCE UNIT AWARD AGREEMENT (5-Year)
Performance Unit Award Agreement • February 26th, 2009 • Madison Gas & Electric Co • Electric & other services combined • Wisconsin

THIS PERFORMANCE UNIT AGREEMENT (the “Agreement”) is made by and between MGE ENERGY, INC., a corporation organized and existing under the laws of the State of Wisconsin (the “Company”), and the employee named above (the “Participant”), as of the date designated above (the “Grant Date”). This Agreement provides notice of the terms and conditions applicable to a grant of Performance Units made pursuant to the Company’s 2006 Performance Unit Plan (the “Plan”). By execution below, the Participant agrees to be bound by the terms and conditions described herein and the provisions of the Plan. Unless otherwise defined below or in Exhibit 1 attached hereto and made a part hereof, capitalized terms have the meanings ascribed to them in the Plan, a copy of which is being delivered with this Agreement.

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DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • February 26th, 2009 • Madison Gas & Electric Co • Electric & other services combined • Wisconsin

This Agreement, made this __________ day of __________, by and between Madison Gas and Electric Company, located in Madison, Wisconsin, (hereinafter referred to as "MG&E"); and __________ (hereinafter referred to as the "Employee").

AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • February 26th, 2009 • Madison Gas & Electric Co • Electric & other services combined • Wisconsin

This Agreement, made this __________ day of __________, by and between Madison Gas and Electric Company, located in Madison, Wisconsin, (hereinafter referred to as “MGE”); and __________ (hereinafter referred to as the “Employee”), shall be effective as of __________.

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