Chief Financial Officer Employment Agreement

Exhibit 10c


PROVIDENCE ENERGY CORPORATION CHANGE OF CONTROL AGREEMENT


This AGREEMENT is made, entered into, and is effective as of this 10th day of May, 1999 (hereinafter referred to as the "Effective Date"), by and between Providence Energy Corporation, together with its subsidiaries and affiliates (hereinafter referred to as the "Company"), a Rhode Island corporation having its principal offices at Providence Rhode Island and KENNETH W. HOGAN (hereinafter referred to as the "Executive").


WHEREAS, the Executive has been offered employment by the Company in the capacity of VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER;


WHEREAS, the Executive possesses considerable experience and knowledge of business affairs and operations and, as such, the Executive has unique qualifications to act in an executive capacity for the Company; and


WHEREAS, the Company is desirous of encouraging the full attention by the Executive to his duties in his capacity aforesaid and wishes to make provisions for certain protections of the Executive in the event of the termination of his employment under specified conditions.


NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


SECTION 1 TERMINATION FOR GOOD REASON. At any time during the six (6) full calendar month period prior to the effective date of a Change in Control (as defined in Section 2.2) or the twenty four (24) month period following the effective date of a Change in Control (as defined in Section 2.2), the Executive may terminate this Agreement for Good Reason (as defined below) by giving the Board of Directors of the Company thirty (30) calendar days written notice of intent to terminate, which notice sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.


Upon the expiration of the thirty (30) day notice period, the Good Reason termination shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in Section 2.1 herein.


Good Reason shall mean, without the Executive's express written consent, the occurrence of any one or more of the following:


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(a) The assignment of the Executive to duties materially inconsistent with the
Executive's authorities, duties, responsibilities, and status as an officer
of the Company, or a reduction or alteration in the nature or status of the
Executive's authorities, duties, or responsibilities from those in effect
during the immediately preceding fiscal year;


(b) The Company's requiring the Executive to be based at a location which is
at least fifty (50) miles further from the Executive's current primary
residence than is such residence from the Company's current headquarters,
except for required travel on the Company's business to an extent
substantially consistent with the Executive's business obligations as of
the Effective Date;


(c) A reduction by the Company in the Executive's Base Salary as in effect on
the Effective Date, which Base Salary is One Hundred Fifty-Four Thousand
Dollars ($154,000.00) as of the Effective Date, or a reduction from any
subsequent increase to the Base Salary as of the Effective Date;


(d) A material reduction in the Executive's level of participation in any of
the Company's short- and/or long-term incentive compensation plans, or
employee benefit or retirement plans, policies, practices, or arrangements
in which the Executive participates as of the Effective Date; provided,
however, that reductions in the levels of participation in any such plans
shall not be deemed to be "Good Reason" if the Executive's reduced level
of participation in each such program remains substantially consistent
with the average level of participation of other executives who have
positions commensurate with the Executive's position; or


(e) The failure of the Company to obtain a satisfactory agreement from any
successor to the Company to assume and agree to perform this Agreement, as
contemplated in Section 5.1 herein.


Upon a termination for Good Reason within the six (6) full calendar month period prior to the effective date of a Change in Control, or within the twenty-four (24) months following the effective date of a Change in Control, the Executive shall be entitled to receive the payments and benefits set forth in Section 2.1 herein.


The Executive's right to terminate employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.


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SECTION 2 CHANGE IN CONTROL


2.1 EMPLOYMENT TERMINATIONS IN CONNECTION WITH A CHANGE IN CONTROL. In the event of a Qualifying Termination (as defined below) within six (6) full calendar months prior to the effective date of a Change in Control, or within twenty-four (24) months following the effective date of a Change in Control, then in lieu of all other benefits provided to the Executive under the provisions of this Agreement, the Company shall pay to the Executive in a lump sum payment and provide him with the following severance benefits (hereinafter referred to as the "Severance Benefits"):


(a) An amount equal to two (2) times the highest rate of the Executive's
annualized Base Salary rate in effect at any time up to and including the
effective date of termination;


(b) An amount equal to two (2) times the Executive's target incentive award
(both cash and long-term) established for the fiscal year in which the
Executive's effective date of termination occurs;


(c) An amount equal to the Executive's unpaid Base Salary and accrued vacation
pay through the effective date of termination;


(d) An amount equal to the Executive's unpaid targeted annual bonus,
established for the plan year in which the Executive's effective date of
termination occurs, multiplied by a fraction, the numerator of which is
the number of completed days in the thenexisting fiscal year through the
effective date of termination, and the denominator of which is three
hundred sixtyfive (365);


(e) A continuation of the welfare benefits of medical insurance, dental
insurance, and group term life insurance for two (2) full years after the
effective date of termination. These benefits shall be provided to the
Executive at the same premium cost, and at the same coverage level, as in
effect as of the Executive's effective date of termination. However, in
the event the premium cost and/or level of coverage shall change for all
employees of the Company, the cost and/or coverage level, likewise, shall ...