EMPLOYMENT AND NON-COMPETITION AGREEMENT


     THIS  AGREEMENT is made and entered into as of the 14th day of June,  2000,
by and between InteliData Technologies Corporation,  a Delaware corporation (the
"Company"), and Michael E. Jennings (the "Executive").


                                    RECITALS

     WHEREAS,  the Board of Directors of the Company  expects that the Executive
will make substantial
contributions to the growth and prospects of the Company; and

     WHEREAS,  the Board of  Directors  desires  to obtain for the  Company  the
services of the Executive,  and the Executive  desires to become employed by the
Company, all on the terms and subject to the conditions set forth herein.


                                   AGREEMENTS

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

1.       EMPLOYMENT OF EXECUTIVE.

     1.1.  Duties and Status.  The  Company  hereby  engages  and  employs  the
Executive for the Employment  Period, as defined in Section 3.1  herein, and the
Executive  accepts such  employment,  on the terms and subject to the conditions
set forth in this Agreement.  During the Employment  Period, the Executive shall
faithfully  exercise  such  authority  and perform  such duties on behalf of the
Company  as are  normally  associated  with his title and  position  as the Vice
President,  Product  Management,  or such other  duties or position as the Chief
Executive Officer of the Company shall determine.

     1.2.  Time and Effort. During the Employment  Period,  the Executive  shall
devote  his full  business  time and  attention  to his  duties on behalf of the
Company.  Notwithstanding the foregoing,  the Executive may participate fully in
social,  charitable,  civic  activities and such other  personal  affairs of the
Executive as do not interfere  with  performance  of his duties  hereunder.  The
Executive may serve on the boards of directors of other companies, provided that
such activities do not unreasonably interfere with the performance of and do not
involve a conflict of interest  with his duties or  responsibilities  hereunder.
Each board of directors upon which the Executive serves as of the date hereof is
deemed  to  have  been  approved  by  the  Company;

<PAGE>

provided that each such  directorship  shall be subject to further review by the
Company upon a material change in the business of the subject company.

2.       COMPENSATION AND BENEFITS.

     2.1.  Annual Base Salary. The Company  shall pay the  Executive an  annual
base salary as determined from time to time by the Chief Executive Officer of
the Company or the Board of Directors  of  the Company  or designated committee
thereof ("Annual Base Salary"), which shall not be less than $200,000 per year.
The Executive's  Annual Base Salary shall be payable in equal  installments  in
accordance  with the practice of the Company in effect from time to time for the
payment of salaries  to officers of the Company but in no event less  frequently
than  semi-monthly.  The  Executive's  performance  shall be  reviewed  at least
annually and he shall be entitled, but not guaranteed, to receive such raises as
may from time to time be approved by the Chief Executive Officer or the Board of
Directors or designated committee thereof.

     2.2.  Expenses.  The Company  shall pay or reimburse  the Executive for all
reasonable  expenses  actually  paid or  incurred  by the  Executive  during the
Employment  Period in the  performance  of the  Executive's  duties  under  this
Agreement  in  accordance   with  the  Company's   employee   business   expense
reimbursement  policies  in  effect  from  time to time,  but in no  event  less
frequently then monthly.

     2.3.  Bonuses,  Etc. The Executive shall be entitled to receive such annual
bonus  compensation in respect of each fiscal year of the Company (the "Bonus"),
and to participate in such bonus,  profit-sharing,  stock option, incentive, and
performance  award  plans  and  programs,  if any,  as may from  time to time be
determined by the Board of Directors or designated committee thereof.

     2.4.  Benefits.  The  Executive  shall be entitled to receive such employee
benefits including,  without limitation, any and all pension,  disability, group
life,  sickness,  accident  and health  insurance  programs,  as the Company may
provide from time to time to its salaried  employees  generally,  and such other
benefits as the  Compensation  Committee of the Board of Directors may from time
to time establish for the Company's executives.

     2.5.  Vacation. The Executive shall be entitled to paid vacation of not
less than four weeks per calendar year.

     2.6.  Transportation and Housing. The Executive shall spend the majority of
his time working out of the Company's  headquarters office in Virginia.  In lieu
of any relocation  expenses for a move to Virginia,  the Company shall reimburse
Executive  for weekly  travel to and from his  residence in Missouri and for his
reasonable  temporary  lodging  expenses in Virginia,  with such  reimbursements
"grossed-up" for tax purposes.

<PAGE>

3.       TERM AND TERMINATION.

     3.1.  Employment  Period.  Subject to Section 3.2  hereof,  the Executive's
"Employment  Period"  shall  commence  on the date of this  Agreement  and shall
terminate  on the  earlier  of:  (i)the  close of  business  on June 30,  2002,
provided however,  such period shall automatically renew for subsequent 12-month
periods unless either party provides  written notice of termination to the other
party at least 90 days prior to the date of such termination then in effect;  or
(ii)the death of the Executive.

     3.2.  Termination  of  Employment.  Each  party  shall  have  the  right to
terminate the  Executive's  employment  hereunder  before the Employment  Period
expires to the extent, and only to the extent, permitted by this Section.

           (a) By the Company for Cause. The Company shall have the right to
terminate the Executive's employment at any time upon delivery of written notice
of termination for Cause(as defined  below) to the Executive (which notice shall
specify in reasonable  detail the basis upon which such  termination is made) if
the Chief  Executive  Officer  or the  Board of  Directors  determines  that the
Executive:  (i)has stolen or embezzled Company funds or property, (ii)has been
convicted  of a  felony  or  entered  a plea of  "nolo  contendre"  which in the
reasonable  opinion  of the Chief  Executive  Officer  or the Board  brings  the
Executive  into  disrepute or is likely to cause  material harm to the Company's
business,  customer or supplier  relations,  financial  condition or  prospects,
(iii) has, after not less than ten (10) days prior written notice from the Chief
Executive Officer of the Company or the Board of Directors,  willfully failed to
perform or persistently  neglected (other than by reason of illness or temporary
disability,  regardless of whether such temporary disability is or becomes Total
Disability, or by reason of approved vacation or leave of absence) any duties or
responsibilities  assigned  to the  Executive  or normally  associated  with the
Executive's  position to the  detriment of the Company,  its  reputation  or its
prospects,  (iv) has  demonstrated  insubordination  or the refusal to carry out
directives,  or (v) has  willfully  violated or breached  any  provision of this
Agreement or any law or regulation to the material detriment of the Company, its
reputation  or its  business  (collectively,  "Cause").  In the  event  that the
Executive's  employment is terminated for Cause, the Executive shall be entitled
to receive only the payments referred to in Section 3.3(d) hereof.

           (b) By the Company Upon Total Disability.  The Company shall have the
right to terminate  the  Executive's  employment  on fourteen (14) days' prior
written notice to the Executive if the Board of Directors or Chief Executive
Officer of the Company  determines  that the  Executive is unable to perform his
duties by reason of Total Disability, but any termination of employment pursuant
to this subsection (b) shall obligate the Company to make the payments  referred
to in Section 3.3(b) hereof. As used herein, "Total  Disability" shall mean  the
inability  of the  Executive  due to  physical  or mental  illness  or injury to
perform his duties  hereunder for any period of 180 consecutive days or 180 days
in the aggregate in any 365-day period.

           (c) By the Company Other Than for Cause or Upon Death or Total
Disability.  The Company shall have the right  to  terminate  the  Executive's
employment,  other than for  Cause  or upon  the  Executive's  death  or  Total
Disability  in the Company's sole discretion,

<PAGE>

but any termination of employment pursuant to this subsection (c) shall obligate
the Company to make the payments referred to in Section 3.3(c) hereof.

           (d) By the Executive. The Executive shall have the right to terminate
his employment hereunder (i)upon the failure of the Company to make any required
payment to the Executive  hereunder,  which failure continues unremedied for ten
(10) days after the Executive has given the Chief Executive Officer or the Board
of Directors  written  notice of such  failure,  or any material  failure by the
Company to comply with any of the  provisions  of this  Agreement  (other than a
failure to make a required  payment),  which failure  continues  unremedied  for
fourteen (14) days after the Executive has given the Board of Directors  written
notice of such  failure,  (ii) upon  a Change of Control  and (a) a  substantial
diminution  of  the  Executive's  duties  or  responsibilities  compared  to the
Executive's  duties  or  responsibilities  immediately  prior to the  change  of
control,  or (b) a relocation of more than 50 miles from the  Company's  primary
place of business at 11600 Sunrise Valley Drive,  Suite 100, Reston, VA 20191 or
(iii) otherwise  after sixty (60) days' prior written notice to the Company.  In
the event that the  Executive  elects to terminate  his  employment  pursuant to
subsection (d)(iii),  the  Executive  shall  be  entitled  to  receive  only the
payments referred to in Sectionn 3.3(d) hereof.In the event the Executive elects
to  terminate  his  employment  pursuant to  subsection (d)(i)  or (d)(ii),  the
Executive   shall  be  entitled  to  receive   the   benefits   referred  to  in
Section 3.3(c) hereof.

     A "Change in Control"  shall be deemed to have  occurred if the  conditions
set forth in any one of the following paragraphs shall have been satisfied:

     (i)   Any person, or any persons acting together  which would  constitute a
"group" for purposes of section  13(d) of the  Securities  Exchange Act of 1934,
together with any affiliate  thereof shall  beneficially own (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended) at least 50% of the
total  voting power of all classes of capital  stock of the Company  entitled to
vote generally in the election of directors of the Company; or

     (ii)   Any event or series of events that results in the  Directors  on the
Board of Directors,  who were Directors  prior to the event or series of events,
to cease to  constitute a majority of the Board of Directors of any parent of or
successor to the Company; or

     (iii) The merger,  consolidation or reorganization (a) in which the Company
is the continuing or surviving corporation,  (b) in which the Company is not the
continuing  or surviving  corporation,  or (c)  pursuant to which the  Company's
common stock would be converted into cash, securities or other property,  except
in the case of either (a), (b), or (c), a consolidation or merger of the company
in which the holders of the Common Stock  immediately prior to the consolidation
or merger have, directly or indirectly,  at least a majority of the total voting
power of all classes of capital stock entitled to vote generally in the election
of directors of the continuing or surviving  corporation  immediately after such
consolidation or merger in substantially  the same proportion as their ownership
of Common Stock immediately before such transaction ; or

<PAGE>

     (iv)  The  consummation  of a tender or exchange  offer  for  shares of the
Company's Common Stock (other than tender or exchange offers made by the Company
or Company-sponsored employee benefit plans); or

     (v)   The sale or transfer of all or substantially all of the assets of the
Company to an unaffiliated corporation, person or entity; or

     (vi)  The Board of Directors of  InteliData  approves a plan of complete or
partial liquidation of InteliData or an agreement for the sale or disposition by
InteliData of all or substantially all of its assets.

     For  purposes of this  Section,  "Person"  shall have the meaning  given in
Section (3)(a)(9)  of the Exchange  Act, as modified and used in Sections  13(d)
and 14(d) thereof; however, a Person shall not include (i) the Company or any of
its  subsidiaries  or  affiliates,  (ii) a trustee  or other  fiduciary  holding
securities  under  an  employee  benefit  plan  of  the  Company  or  any of its
subsidiaries, (iii)an underwriter temporarily holding securities pursuant to an
offering  of  such  securities,   or  (iv) a  corporation  owned,   directly  or
indirectly,  by the  stockholders  of the  Company  in  substantially  the  same
proportions as their ownership of stock of the Company.

     3.3.  Compensation   and  Benefits   Following   Termination.   Except  as
specifically provided in this Section, any and all obligations of the Company to
make payments to the Executive  under this Agreement  shall cease as of the date
the  Employment  Period  expires  under  Section 3.1  or  as  of  the  date  the
Executive's employment is terminated under Section 3.2,  as the case may be. The
Executive  shall be  entitled to receive  only the  following  compensation  and
benefits following the termination of his employment hereunder:

           (a) Upon Death. In the event that the  Employment  Period  terminates
pursuant to Section 3.1(ii) on account of the death of the  Executive  (i) the
Company shall pay to the Executive's surviving spouse or, if none, his estate, a
lump-sum  amount equal to the sum of the  Executive's  earned and unpaid  salary
through  the date of his death,  any Bonus  agreed to by the Company but not yet
paid to the  Executive,  additional  salary in lieu of  Executive's  accrued and
unused  vacation,  any  unreimbursed  business  and  entertainment  expenses  in
accordance with the Company's  policies,  and any unreimbursed  employee benefit
expenses that are reimbursable in accordance with the Company's employee benefit
plans  (collectively,  the  "Standard  Termination  Payments"),  and  (ii) death
benefits,  if any, under the Company's  employee  benefit plans shall be paid to
the  Executive's   beneficiaries  as  properly  designated  in  writing  by  the
Executive.

           (b) Upon Termination for Total Disability.  In  the  event  that the
Company elects to terminate the employment of the Executive pursuant to Section
3.2(b) because of his Total Disability, (i) the Company  shall  pay  to  the
Executive a lump-sum amount equal to the Standard  Termination Payment, and (ii)
the Executive shall be entitled to such disability and other employee benefits
as may be provided under the terms of the Company's employee benefit plans.

<PAGE>

           (c) Upon Termination Other Than for Cause  or  Upon  Death  or  Total
Disability.  In the event that the Company elects to terminate the employment of
the  Executive  pursuant to  Section 3.2(c)  or the Executive  terminates  under
Section  3.2(d)(i) or 3.2(d)(ii),  the Company shall pay to the Executive within
30 (thirty) days of such termination a lump-sum amount equal to (i) the Standard
Termination Payment; (ii) any bonus earned but not yet paid under any bonus plan
then in effect at the time of termination; (iii) 100% of the Annual Base Salary;
and (iv) any and all options granted to the Executive (the  "Options")  shall be
amended to provide  for  continued  vesting  for  twelve  (12)  months and to be
exercisable for the longer of (a) twelve (12) months after the Termination Date,
or (b) the  period for  exercise  upon  Termination  as  provided  in the Option
Agreement.  Provided,  however,  no Option  shall be extended  beyond any Option
expiration date or period established by the Option Plan authorizing such Option
grant. The Company shall also be obligated to provide  continued  coverage at no
cost to Executive under the Company's medical,  dental, life insurance and total
disability  benefit  plans or  arrangements  with respect to the Executive for a
period of six (6) months  following  the date of any  termination  of employment
pursuant to  Section 3.2(c).  From the date of such notice of Termination  other
than for cause or upon death or Total Disability  through the Termination  Date,
the  Executive  shall  continue to perform the normal  duties of his  employment
hereunder,  and shall be  entitled  to  receive  when due all  compensation  and
benefits  applicable to the  Executive  hereunder.  The Executive  shall have no
obligation  whatsoever  to mitigate any damages,  costs or expenses  suffered or
incurred by the Company with respect to severance  obligations set forth in this
Section 3.3(c),  and no such  severance  payments  received or receivable by the
Executive  shall be subject to any reduction,  offset,  rebate or repayment as a
result of any subsequent employment or other business activity by the Executive.
In addition,  for termination  pursuant to Section 3.2(c) subsequent to a Change
of Control or  3.2(d)(ii),  any and all  Options  granted  but not vested to the
Executive shall become  immediately  vested and nonforfeitable and the Executive
shall have the life of the Option to exercise such Options.

           (d) For Cause or By the Executive.  In  the  event  that the  Company
terminates the employment of the Executive pursuant to Section 3.2(a)  for Cause
or the Executive terminate his employment pursuant to Section  3.2(d)(iii),  the
Executive shall be entitled to receive an amount equal to previously  earned but
unpaid salary or bonuses through the effective date of such termination, as well
as salary in lieu of accrued  and unused  vacation,  entertainment  expenses  in
accordance with Company policies, and reimbursable employee plan benefits.

     3.4.  Survival  of  Non-Competition  and  Confidentiality  Agreements.  Any
provision of this Agreement to the contrary  notwithstanding,  if the employment
of the Executive  hereunder is terminated  for any reason,  the  provisions  and
covenants of Sections 4 and 5 hereof shall nevertheless remain in full force and
effect in accordance with their respective terms.

4. NON-COMPETITION, NON-HIRE, AND NON-DISPARAGEMENT.
<PAGE>

     4.1.  Scope.

           (a) The  Executive covenants  and  agrees  that  during  the  term of
this Agreement and for so long as he remains  an employee  of the  Company  and
thereafter  for a period of 12 months  following  termination  of this Agreement
(the  "Non-Competition  Period"),  he will not,  nor will he permit any  person,
firm,  corporation,  partnership  or other  entity that  directly or  indirectly
controls,  is  controlled  by or is under  common  control  with  the  Executive
(collectively, "Affiliate") to, directly or indirectly:

     (i)   solicit for  employment any employee of the Company  (and it shall be
presumed  to be a  violation  of  this  covenant  if a  subsequent  employer  of
Executive  hires an employee of the Company unless  Executive can demonstrate to
Company's  reasonable  satisfaction  that the  Executive  had no knowledge of or
participation in the solicitation and hiring of the employee);

     (ii)  solicit the  business of any  customer of the Company with respect to
businesses of the type referred to in subsection 4.1(a)(iii) hereof;

     (iii) engage in any business of the type conducted as of the date hereof by
the  Company,  which  shall be limited to home  banking  software  and  consumer
telecommunications equipment;

     (iv)  engage in any business substantially similar to that of the Company
in a geographic area within fifty (50) miles of the Company headquarters at
which the Executive was previously located;

     (v)   make  any  direct  or  indirect   investment in  any  person,   firm,
corporation,  partnership  or other entity that engages or proposes to engage in
the business of the Company; or

     (vi)  make any comments, whether written or unwritten,  which disparage the
services  and  products  provided  by the  Company or which are  critical of the
performance  or  professionalism  of the  officers,  employees,  and  Boards  of
Directors of the Company and any affiliated companies.

provided  however,  that this  Section shall  not be  construed  to prohibit the
Executive from owning less than an aggregate of 5% of any class of capital stock
of  any  corporation  that  is  traded  on a  national  securities  exchange  or
inter-dealer quotation system.

           (b) A breach of this provision will irreparably and continually
damage the Company in an amount which may be difficult  to  quantify.  Executive
therefore agrees that in the event he breaches any of the provisions of Section
4.1(a), he will pay the Company the sum of $50,000 in liquidated damages for
each occasion of breach. Executive acknowledges that this

<PAGE>

amount is a  reasonable  approximation  of the  damages the Company is likely to
incur due to his breach.

     4.2.  Enforcement and Construction.  If in any judicial  proceeding a court
shall refuse to enforce as written the covenant set forth in  Section 4.1,  then
such  covenant  shall be limited  and  restricted  in scope and  duration to the
extent  necessary  to  make  such  covenant,   as  so  limited  and  restricted,
enforceable.  Notwithstanding  the foregoing,  it is the intent and agreement of
the parties that Section 4.1 be given the maximum force, effect, and application
permissible under applicable law.

     4.3.  Limitations.  The  restrictions  set forth  above  shall  immediately
terminate  and shall be of no further  force or effect in the event of a default
by the Company in the payment of compensation or benefits to which the Executive
is entitled  hereunder,  which  default is not cured  within ten (10) days after
written notice thereof to the Company.

5.       CONFIDENTIALITY.

           (a) Except as specifically authorized by the Company in writing, from
the date hereof and continuing forever, the  Executive  agrees that he will not,
directly or indirectly,  (i) disclose any  Confidential  Information (as defined
below) to any  person or  entity,  or  otherwise  permit any person or entity to
obtain or disclose any  Confidential  Information,  or (ii) use any Confidential
Information for the Executive's  benefit,  whether  directly or on behalf of any
person or entity.  In the event that the  Executive is requested or required (by
oral question or request for  information or documents in any legal  proceeding,
interrogatory,  subpoena,  civil  investigation  demand or similar  process)  to
disclose  any  Confidential  Information,  he will notify the  Company  within a
reasonable  period of time of the request or requirement so that the Company may
seek an appropriate  protective order or waive compliance with the provisions of
this  Section 5.  If, in the absence of a  protective  order or the receipt of a
waiver  hereunder,  the  Executive,  on the advice of counsel,  is  compelled to
disclose any  Confidential  Information to any tribunal or else stand liable for
contempt,  the  Executive  shall use his  reasonable  efforts to obtain,  at the
request of the Company, an order or other assurance that confidential  treatment
will be accorded to such portion of the Confidential  Information required to be
disclosed as the Company shall designate.

           (b) For purposes hereof, the term "Confidential   Information"  means
(i)information  concerning  trade  secrets  of  the  Company;  (ii) information
concerning existing or contemplated  products,  services,  technology,  designs,
processes and research or product developments of the Company; (iii) information
concerning  business  plans,  sales  or  marketing  methods,  methods  of  doing
business,  customer  lists,  customer  usages and/or  requirements,  or supplier
information of the Company;  and (iv) any other  confidential  information which
the Company may reasonably have the right to protect by patent,  copyright or by
keeping it secret or confidential. The term "Confidential Information" will not,
however,  include  information which (a) at the time of disclosure or thereafter
is generally  available to and known by the public  (other than as a result of a
disclosure  directly  or  indirectly  by the  Executive  in  violation  of  this
Agreement),  (b) at the time of disclosure  was  available on a  nonconfidential
basis from a source other than the Company,  or (c)was  known by the  Executive
prior to receiving  the  Confidential  Information  from the

<PAGE>

Company or has been independently acquired or developed by the Executive without
violating any of the Executive's respective obligations under this Agreement.

6.       MISCELLANEOUS.

     6.1.  Applicable Law and Venue. This Agreement shall be construed under and
in accordance with the laws of the  Commonwealth  of Virginia  (exclusive of any
provision that would result in the application of the laws of any other state or
jurisdiction). Any dispute arising out of this Agreement, if litigated, shall be
resolved by the courts of the Commonwealth of Virginia located in Fairfax County
or in the Federal  Court for the Eastern  District of Virginia,  and the parties
consent to the jurisdiction of such courts.

     6.2.  Headings.  The  headings  and  captions  set  forth  herein  are  for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation hereof.

     6.3.  Notices.  Any notice or other communication required,  permitted,  or
desirable hereunder shall be hand delivered  (including delivery by a commercial
courier service) or sent by United States registered or certified mail,  postage
prepaid, addressed as follows:

           To the Executive: Michael E. Jennings
                             1346 Rusticview Drive
                             St. Louis, MO  63011

           To the Company    InteliData Technologies Corporation
           or the Board of   11600 Sunrise Valley Drive, Suite 100
           Directors:        Reston, VA   20191
                             Attention:  Chief Executive Officer


or such other  addresses as shall be  furnished  in writing by the parties.  Any
such notice or  communication  shall be deemed to have been given as of the date
so delivered in person or three business days after so mailed.

     6.4.  Successors and Assigns. This  Agreement  shall be  binding  upon and
inure to the  benefit of successors and permitted assigns of the  parties.  This
Agreement  may not be assigned,  nor may  performance  of any duty  hereunder be
delegated,  by either  party  without  the prior  written  consent of the other.
Provided, however, the Company may assign this Agreement to an Affiliate.

     6.5.  Entire  Agreement;  Amendments.  This Agreement sets forth the entire
agreement and  understanding  of the parties with respect to the subject  matter
hereof,  and  there are no other  contemporaneous  written  or oral  agreements,
undertakings, promises, warranties, or covenants not specifically referred to or
contained  herein.  This  Agreement  specifically  supersedes  any and all prior
agreements and  understandings of the parties with respect to the subject matter
hereof,  all of which  prior  agreements  and  understands  (if any) are  hereby

<PAGE>

terminated  and of no further force and effect.  This  Agreement may be amended,
modified,  or  terminated  only by a written  instrument  signed by the  parties
hereto.

     6.6.  Execution of  Counterparts.  This Agreement may be executed in two or
more  counterparts,  each of which shall be deemed an original  and all of which
together  shall  constitute  one and the same  Agreement.  This Agreement may be
delivered  by  facsimile  transmission  of an  originally  executed  copy  to be
followed by immediate delivery of the original of such executed copy.

     6.7.  Severability. If any provision,  clause or part of this Agreement, or
the  applications  thereof  under  certain  circumstances,  is held  invalid  or
unenforceable  for  any  reason,  the  remainder  of  this  Agreement,   or  the
application of such provision,  clause or part under other circumstances,  shall
not be affected thereby.

     6.8.  Incorporation  of  Recitals.  The Recitals to this  Agreement  are an
integral  part of, and by this  reference  are hereby  incorporated  into,  this
Agreement.


IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first above written.

                                            INTELIDATA TECHNOLOGIES CORPORATION:



                                        ---------------------------------------
                                        Alfred S. Dominick, Jr.
                                        President and Chief Executive Officer


                                        EXECUTIVE:



                                        ---------------------------------------
                                        Michael E. Jennings