exhibit10d.htm


    KNIFE
RIVER CORPORATION

    


    EXECUTIVE
INCENTIVE COMPENSATION PLAN

    ______________________________________________________________


    


    I.      PURPOSE

    The purpose of the Executive Incentive
Compensation Plan (the "Plan") is to provide an incentive for key executives of
Knife River Corporation (the "Company") and any subsidiaries participating in
the Plan (each a "Subsidiary", and together, the "Subsidiaries") to focus their
efforts on the achievement of challenging and demanding corporate
objectives.  The Plan is designed to reward successful corporate
performance calculated from January 1 to December 31 of each Plan Year, as
measured against specified performance goals as well as exceptional individual
performance.  When corporate or subsidiary performance reaches or
exceeds the performance targets and individual performance is exemplary,
incentive compensation awards, in conjunction with salaries, will provide a
level of compensation which recognizes the skills and efforts of the key
executives.

    


    II.     DEFINITIONS

    Capitalized terms not otherwise defined
herein shall have the meanings given them in the Company’s Executive Incentive
Compensation Plan Rules and Regulations.

    


    III.    BASIC PLAN
CONCEPT  

    The Plan provides an opportunity to
earn annual incentive compensation based on the achievement of specified annual
performance objectives.  A target incentive award for
each


    
      
         


      

      
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    individual
within the Plan is established based on the position level and actual base
salary, provided, however, that the Compensation Committee of the Board of
Directors (the "Committee") of the Company in its sole discretion may, instead
of actual base salary, use the assigned salary grade market value (midpoint)
("Salary").  The target incentive award represents the amount to be
paid, subject to the achievement of the performance objective targets
established each year. Larger incentive awards than target may be authorized
when performance exceeds targets; lesser or no amounts may be paid when
performance is below target.

    It is recognized that during a Plan
Year major unforeseen changes in economic and environmental conditions or other
significant factors beyond the control of management may substantially affect
the ability of the Plan Participants to achieve the specified performance
goals.  Therefore, in its review of corporate performance the
Committee, in consultation with the Chief Executive Officer of MDU Resources
Group, Inc., may modify the performance targets.  However, it is
contemplated that such target modifications will be necessary only in years of
unusually adverse or favorable external conditions.

    


    IV.    ADMINISTRATION

    The Plan shall be administered by the
Committee with the assistance of the President of the Company.  The
Committee shall approve annually, prior to the beginning of each Plan Year, the
list of eligible Participants, and the target incentive award level for each
position within the Plan.  The Plan's performance targets for the year
shall be approved by the Committee no later than its regularly scheduled
February meeting during that Plan


    
      
         


      

      
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    Year.  The
Committee shall have final discretion to determine actual award payment levels,
method of payment, and whether or not payments shall be made for any Plan
Year.

    The Board of Directors of the Company
may, at any time and from time to time, alter, amend, supersede or terminate the
Plan in whole or in part, provided that no termination, amendment or
modification of the Plan shall adversely affect in any material way an award
that has met all requirements for payment without the written consent of the
Participant holding such award, unless such termination, modification or
amendment is required by applicable law.

    


    V.    ELIGIBILITY

    Key executives of the Company or the
Subsidiaries who are determined by the Committee to have a key role in both the
establishment and achievement of Company and/or Subsidiary objectives shall be
eligible to participate in the Plan.

    Nothing in the Plan shall interfere
with or limit in any way the right of the Company or any Subsidiary to terminate
any Participant's employment at any time, for any reason or no reason in the
Company's or a Subsidiary's sole discretion, or confer upon any Participant any
right to continue in the employment of the Company or any
Subsidiary.  No executive shall have the right to be selected to
receive an award under the Plan, or, having been so selected, to be selected to
receive a future award.

    



    
      
         


      

      
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    VI.    PLAN PERFORMANCE
MEASURES

    Performance measures shall be
established that consider shareholder and customer interests.  These
measures shall be evaluated annually based on achievement of specified
goals.

    The performance measure reflective of
shareholders' interest will be the percentage attainment of corporate goals, as
determined each year by the Committee.  This measure may be applied at
the Company level for some individuals, such as the President, whose major or
sole impact is Company-wide, or at the Subsidiary level for individuals whose
major or sole impact is on Subsidiary results.

    Individual performance will be assessed
based on the achievement of annually established individual
objectives.

    Threshold, target and maximum award
levels will be established annually for each performance measure.  The
Committee will retain the right to make all interpretations as to the actual
attainment of the desired results and will determine whether any circumstances
beyond the control of management need to be considered.

    


    VII.   TARGET INCENTIVE
AWARDS  

    Target
incentive awards will be expressed as a percentage of each Participant's
Salary.  These percentages shall vary by position and reflect larger
reward opportunity for positions having greater effect on the establishment and
accomplishment of the Company's or a Subsidiary's objectives.  A
schedule showing the target awards as a percentage of Salary for eligible
positions will be prepared by the Committee for each Plan Year.

    



    
      
         


      

      
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    VIII.   INCENTIVE FUND
DETERMINATION

    The target incentive fund is the sum of
the individual target incentive awards for all eligible
Participants.  Once the incentive targets have been determined by the
Committee, a target incentive fund shall be established and accrued ratably by
the Company.  The incentive fund and accruals may be adjusted during
the year.

    After the close of each Plan Year, the
Company will prepare an analysis showing the Company's and each Subsidiary's
performance in relation to each of the performance measures
employed.  This will be provided to the Committee for review and
comparison to threshold, target and maximum performance levels.  In
addition, any recommendations of the President will be presented at this
time.  The Committee will then determine the amount of the target
incentive fund earned.

    


    IX.    INDIVIDUAL AWARD
DETERMINATION

    Each individual Participant's award
will be based first upon the level of performance achieved by the Company and/or
the Subsidiary and secondly based upon the individual's
performance.  The criteria applicable for assessing individual
performance will be approved by the Committee no later than its regularly
scheduled February meeting during the Plan Year.  The assessment by
the Committee, after consultation with the President, of achievement relative to
the established criteria, as determined by a percentage from 0 percent to 200
percent, will be applied to the Participant's target incentive award which has
been first adjusted for Company or Subsidiary performance.


    
      
         


      

      
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    X.    PAYMENT OF
AWARDS

    Except as
provided below or as otherwise determined by the Committee, in order to receive
an award under the Plan, the Participant must remain in the employment of the
Company or the Subsidiary for the entire Service Year.  If a
Participant terminates employment with the Company pursuant to Section 5.01 of
the Company's Bylaws which provides for mandatory retirement for certain
officers on their 65th birthday (or terminates employment with a Subsidiary
pursuant to a similar Subsidiary Bylaw provision) and if the Participant's 65th
birthday occurs during the Service Year, determination of whether the
performance measures have been met will be made at the end of the Service Year,
and to the extent met, payment of the award will be made to the Participant,
prorated.  Proration of awards shall be based upon the number of full
months elapsed from and including January to and including the month in which
the Participant's 65th birthday occurs.  The prorated award shall be
paid as soon as practicable in the year following the Service Year, but in all
events between January 1 and March 10.

    A
Participant who transfers between the Company or a Subsidiary and another
company in the MDU Resources Group, Inc. system may receive a prorated award at
the discretion of the Committee.

    Payments
made under this Plan will not be considered part of compensation for pension
purposes.  Payments will be made in cash as soon as practicable in the
year following the Service Year, but in all events between January 1 and March
10.  Incentive awards may be deferred if the appropriate elections
have been executed prior to the beginning of the Service Year.  A
deferral election will be effective only for the incentive


    
      
         


      

      
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    award
earned in the Service Year following the Plan Year in which the election is
made.  Deferral elections may not be changed or revoked after the
Service Year begins.  Deferred amounts shall be subject to the terms
of the Plan and the Rules and Regulations, as amended, and, to the extent not
inconsistent therewith, the deferral election forms pursuant to which the
amounts were deferred. Deferred amounts will accrue interest at a rate
determined annually by the Committee and specified in the Rules and
Regulations.

    In the event of a "Change in Control"
(as defined by the Committee in its Rules and Regulations), any award deferred
by a Participant shall become immediately payable to the Participant in cash,
together with accrued interest thereon to the date of payment.  In the
event the Participant files suit to collect the Participant's deferred award,
all of the court costs, other expenses of litigation, and attorneys' fees shall
be paid by the Company in the event the Participant prevails upon any of the
Participant's claims for payment of a deferred award.

    


    XI.    ACCOUNTING
RESTATEMENTS 

    This
Section XI shall apply only to incentive awards granted to Participants in the
Plan who are employees of the Company.  Notwithstanding anything in
the Plan or the Plan's Rules and Regulations to the contrary, if the Company's
audited financial statements are restated, the Committee may, in accordance with
the Company's Guidelines for
Repayment of Incentives Due to Accounting Restatements, take such actions
as it deems appropriate (in its sole discretion) with respect to 

    (a) 
unpaid incentive awards under the Plan (including incentive awards relating to
completed Plan Years, but with


    
      
         


      

      
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    respect
to which payments have not yet been made or deferred) ("Outstanding Awards")
and

    (b) 
prior incentive awards that were paid (or deferred) within the 3 year period
preceding the restatement ("Prior Awards"), provided such Prior Awards were not
paid prior to the date the Plan was amended to add this Section XI,

    if the
calculation of the amounts payable, paid or deferred under such awards are, or
would have been, directly impacted by the restatement, including, without
limitation, (i) securing (or causing to be secured) repayment of some or all
payments made pursuant to (or deferrals relating to) Prior Awards, (ii) making
(or causing to be made) additional payments (or crediting additional deferrals),
(iii) reducing or otherwise adjusting the amount payable pursuant to Outstanding
Awards and/or (iv) causing the forfeiture of Outstanding Awards.  The
Committee may, in its sole discretion, take different actions pursuant to this
Section XI with respect to different awards, different Participants (or
beneficiaries) and/or different classes of awards or Participants (or
beneficiaries).  The Committee has no obligation to take any action
permitted by this Section XI.  The Committee may consider any factors
it chooses in taking (or determining whether to take) any action permitted by
this Section XI, including, without limitation, the following:

    (A) 
The reason for the restatement of the financial statements;

    (B) 
The amount of time between the initial publication and subsequent restatement of
the financial statements; and

    (C) 
The Participant's current employment status, and the viability of successfully
obtaining repayment.


    
      
         


      

      
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    If the Committee requires repayment of
all or part of a Prior Award, the amount of repayment may be based on, among
other things, the difference between the amount paid to the individual and the
amount that the Committee determines in its sole discretion should have been
paid based on the restated results.  The Committee shall determine
whether repayment shall be effected (i) by seeking repayment from the
Participant, (ii) by reducing (subject to applicable law and the terms and
conditions of the applicable plan, program or arrangement) the amount that would
otherwise be provided to the Participant under any compensatory plan, program or
arrangement maintained by the Company or any of its affiliates, (iii) by
withholding payment of future increases in compensation (including the payment
of any discretionary bonus amount) or grants of compensatory awards that would
otherwise have been made in accordance with the Company's otherwise applicable
compensation practices, or (iv) by any combination of the
foregoing.  Additionally, by accepting an incentive award under the
Plan, Participants acknowledge and agree that the Committee may take any actions
permitted by this Section XI with respect to Outstanding Awards to the extent
repayment is to be made pursuant to another plan, program or arrangement
maintained by the Company or any of its affiliates.



    
      
         


      

      
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    KNIFE
RIVER CORPORATION

    


    EXECUTIVE
INCENTIVE COMPENSATION PLAN

    


    RULES
AND REGULATIONS

    __________________________________________________

    


    


    The Compensation Committee of the Board
of Directors of Knife River Corporation (formerly known as Knife River Coal
Mining Company) (the "Company") hereby adopts the following Rules and
Regulations for the administration of the Executive Incentive Compensation Plan
(the "Plan").

     

    
      	
              I.     

            	
              DEFINITIONS

            


    

    The following definitions shall be used
for purposes of these Rules and Regulations and for the purpose of administering
the Plan:

    


    
      	
               
      

            	
              1.

            	
              The
      "Committee" shall be the Compensation Committee of the Board of Directors
      of the Company.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      "Company" shall refer to Knife River
  Corporation.

            


    

    


    
      	
               
      

            	
              3.

            	
              "Participants"
      for any Plan Year shall be those key executives of the Company or
      Subsidiaries who have been approved by the Committee as eligible for
      participation in the Plan for such Plan
Year.

            


    

    


    
      	
               
      

            	
              4.

            	
              "Payment
      Date" shall be the date set by the Committee for payment of awards
      pursuant to Section X of the Plan, other than those awards deferred
      pursuant to Section X of the Plan and Section VII of these Rules and
      Regulations.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      "Plan" shall refer to the Knife River Corporation Executive Incentive
      Compensation Plan.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      "Plan Year" shall be January 1 through December
  31.

            


    

    


    
      	
               
      

            	
              7.

            	
              "Change
      in Control" shall mean the occurrence of any of the following transactions
      or events: (a) any person (which shall not include the Company, any
      subsidiary of the Company or any employee benefit plan of the Company or
      of any subsidiary of the Company) ("Person")
or

            


    


    
      
         


      

      
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    group (as
that term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)),
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such Person or Persons) ownership of stock of the
Company possessing 30% or more of the total voting power of the stock of the
Company; (b) any Person or group (as that term is defined in Treasury Regulation
Section 1.409A-3(i)(5)(v)(B)), acquires ownership of the stock of the Company
that, together with stock held by such Person or group, constitutes more than
50% of the total fair market value or total voting power of the stock of the
Company (this part (b) applies only when there is a transfer of stock of the
Company and the Company's stock remains outstanding after the transaction); (c)
a majority of the members of the Board of Directors of the Company is replaced
during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board of Directors of the Company;
or (d) any Person or group (as that term is defined in Treasury Regulation
Section 1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such Person or
Persons) assets from the Company that have a gross fair market value equal to or
more than 40% of the total gross fair market value of all of the assets of the
Company immediately before such acquisition or acquisitions.

     

    Notwithstanding
anything contained herein to the contrary, no transaction or event shall
constitute a Change in Control for purposes of the Plan unless the transaction
or event constitutes a change in the ownership of a corporation (as defined in
Treasury Regulation Section 1.409A-3(i)(5)(v)), a change in effective control of
a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi)) or
a change in the ownership of a substantial portion of the assets of a
corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)) and
the term Change in Control shall be interpreted in a manner consistent with the
proper interpretation of the similar provisions in the Section 409A Treasury
Regulations.

     

    
      	
               
      

            	
              8.

            	
              The
      "Code" shall mean the Internal Revenue Code of 1986, as
      amended.

            


    

    


    
      	
               
      

            	
              9.

            	
              The
      “Moody’s Rate” shall be the number that results from adding the daily
      Moody’s Long-Term Corporate Bond Yield Average for “A” rated companies as
      of the last

            


    


    
      
         


      

      
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    business
day of each month for the 12-month period ending on October 31 of the prior Plan
Year and dividing by 12.

    


    
      	
               
      

            	
              10.

            	
              "Retirement" means the
      later of the day the Participant attains age 55 or the day the Participant
      ceases to be an employee of the Company, MDU Resources Group, Inc. or any
      Subsidiary of MDU Resources Group,
Inc.

            


    

    


    
      	
               
      

            	
              11.

            	
              "Service
      Year" means the Plan Year during which the services giving rise to the
      incentive award are performed.

            


    

    


    
      	
               
      

            	
              12.

            	
              “Specified
      Employee” means an employee who, as of the date the employee separates
      from service, is a "specified employee" (as that term is used in Section
      409A(a)(2)(B) of the Code), as determined under the Company's policy for
      determining specified employees.

            


    

    


    
      	
               
      

            	
              13.

            	
              "Subsidiary" means any
      Subsidiary of the Company participating in the
  Plan.

            


    

    


    


    
      	
              II.

            	
              ADMINISTRATION

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      Committee shall have the full power to construe and interpret the Plan and
      to establish and to amend these Rules and Regulations for its
      administration.

            


    

    


    
      	
               
      

            	
              2.

            	
              No
      member of the Committee shall participate in a decision as to that
      member's own eligibility for, or award of, an incentive award
      payment.

            


    

    


    
      	
               
      

            	
              3.

            	
              Prior
      to the beginning of each Plan Year, the Committee shall approve a list of
      eligible key executives and notify those so approved that they are
      eligible to participate in the Plan for such Plan
  Year.

            


    

    


    
      	
               
      

            	
              4.

            	
              No
      later than its regularly scheduled February meeting during the Plan Year,
      the Committee shall approve an Annual Operating Plan.  The
      Annual Operating Plan shall include the Plan’s performance measures and
      target incentive award levels for each salary grade covered by the Plan
      for the Plan Year.  The Plan’s performance targets for the year
      shall be approved by the Committee no later than its regularly scheduled
      February meeting during the Plan Year.  The Annual Operating
      Plan, insofar as it is relevant to each individual Participant, shall be
      made available by the Committee to each Participant in the
      Plan.

            


    


    
      
         


      

      
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              5.

            	
              The
      Committee shall have final discretion to determine actual award payment
      levels and whether or not payments shall be made for any Plan
      Year.  However, unless the Plan's performance objectives are met
      for the Plan Year, no award shall be made for that Plan
      Year.  Performance targets modified pursuant to Section III of
      the Plan will be deemed performance targets for purposes of determining
      whether or not these targets have been
met.

            


    

     

    
      	
              III. 

            	
              PLAN PERFORMANCE
      MEASURES

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      Committee shall establish the percentage attainment of corporate
      performance measure and the percentage attainment of individual goals
      measure.  The Committee may establish more or fewer performance
      measures as it deems necessary.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      corporate performance measure may be set by reference to earnings, return
      on invested capital or any other measure or combination of measures deemed
      appropriate by the Committee.  It may be established for the
      Company or for a Subsidiary.

            


    

    


    
      	
               
      

            	
              3.

            	
              Individual
      performance will be assessed based on the achievement of annually
      established individual objectives.

            


    

    


    
      	
               
      

            	
              4.

            	
              Plan
      performance measures may be applied at the Company level for individuals
      such as the President whose major or sole impact is Company-wide, or at
      the Subsidiary level for individuals whose major or sole impact is on
      Subsidiary results.  The Annual Operating Plan shall contain a
      list of individuals to whom the Plan performance measures will be applied
      at the Company level and a list of those individuals for whom the Plan
      performance measures will be applied at the Subsidiary
      level.  The relevant Subsidiary for each individual will be
      identified.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      Committee shall set threshold, target and maximum award levels for the
      performance measures, for each Subsidiary and for the
      Company.  Those levels shall be included in the Annual Operating
      Plan.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      Committee will retain the authority to determine whether or not the actual
      attainment of these measures has been
made.

            


    

    



    
      
         


      

      
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              IV. 

            	
              TARGET INCENTIVE
      AWARDS

            


    

    


    
      	
               
      

            	
              1.

            	
              Target
      incentive awards will be a percentage of each Participant's Salary, as
      defined in the Plan.

            


    

    


    
      	
               
      

            	
              2.

            	
              Target
      incentive awards shall be set by the Committee annually and will be
      included in the Annual Operating
Plan.

            


    

    


    
      	
              V.

            	
              INCENTIVE FUND
      DETERMINATION

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      target incentive fund is the sum of the individual target incentive awards
      for all eligible Participants.

            


    

    


    
      	
               
      

            	
              2.

            	
              Once
      individual incentive targets have been determined, a target incentive fund
      shall be established and accrued ratably by the Company.  The
      incentive fund and accruals may be adjusted during the
    year.

            


    

    


    
      	
               
      

            	
              3.

            	
              As
      soon as practicable following the close of each Plan Year, the President
      will provide the Committee with an analysis showing the Company's and each
      Subsidiary's performance in relation to the performance
      measures.  The Committee will review the analysis and determine,
      in its sole discretion, the amount of the actual incentive
      fund.

            


    

    


    
      	
               
      

            	
              4.

            	
              In
      determining the actual incentive fund, the Committee may consider any
      recommendations of the President.

            


    

    


    
      	
              VI.

            	
              INDIVIDUAL AWARD
      DETERMINATION

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      Committee shall have the sole discretion to determine each individual
      Participant's award.  The Committee's decision will be based
      first upon the level of performance achieved by the Company and/or the
      Subsidiary and secondly upon the individual's
  performance.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Committee, after consultation with the President, shall set the award as a
      percentage from 0 percent to 200 percent of the Participant's target
      incentive award, adjusted for Company or Subsidiary
      performance.

            


    

    


    
      	
              VII.

            	
              PAYMENT OF
      AWARDS

            


    

    


    
      	
               
      

            	
              1.

            	
              On
      the date the Committee determines the awards to be made to individual
      Participants, it shall also establish the Payment
  Date.

            


    


    
      
         


      

      
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              2.

            	
              Except
      as provided below or as the Committee otherwise determines, in order to
      receive an award under the Plan, a Participant must remain in the
      employment of the Company or the Subsidiary for the entire Service
      Year.

            


    

    


    
      	
               
      

            	
              3.

            	
              A
      Participant who transfers between the Company or a Subsidiary and another
      company in the MDU Resources Group, Inc. system may receive a prorated
      award at the discretion of the
Committee.

            


    

    


    
      	
               
      

            	
              4.

            	
              If
      a Participant terminates employment with the Company pursuant to Section
      5.01 of the Company's Bylaws which provides for mandatory retirement for
      certain officers on their 65th
      birthday (or terminates employment with a Subsidiary pursuant to a similar
      Subsidiary Bylaw provision) and if the Participant's 65th
      birthday occurs during the Service Year, determination of whether the
      performance measures have been met will be made at the end of the Service
      Year, and to the extent met, payment of the award will be made to the
      Participant, prorated.  Proration of awards shall be based upon
      the number of full months elapsed from and including January to and
      including the month in which the Participant's 65th
      birthday occurs.

            


    

    


    
      	
               
      

            	
              5.

            	
              Payment
      of the award shall be made in cash.  Payments shall be made on
      the Payment Date unless the Participant has deferred, in whole or in part,
      the receipt of the award by making an election on the deferral form
      attached hereto, prior to the beginning of the Service
      Year.  Deferral elections may not be changed or revoked after
      the Service Year begins.

            


    

    


    
      	
               
      

            	
              6.

            	
              In
      the event a Participant has elected to defer receipt of all or a portion
      of the award, the Company shall set up an account in the Participant's
      name.  The amount of the Participant's award to the extent
      deferred will be credited to the Participant's account on the Payment
      Date.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      balance credited to an account of a Participant who has elected to defer
      receipt of an award will be an unsecured, unfunded obligation of the
      Company.

            


    

    


    
      	
               
      

            	
              8.

            	
              Interest
      shall accrue on the balance credited to a Participant's account from the
      date the balance is credited.  Effective January 1, 2009, the
      rate of interest for each Plan Year shall be the Moody’s
    Rate.

            


    


    
      
         


      

      
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              9.

            	
              Interest
      shall be compounded and credited to the account
  monthly.

            


    

    


    
      	
               
      

            	
              10.

            	
              A
      Participant may elect to defer any percentage, not to exceed 100, of an
      annual award.

            


    

    


    
      	
               
      

            	
              11.

            	
              A
      Participant electing to defer any part of an award must elect one of the
      following dates on which (a) payment will be made, if payment will be in a
      lump sum or (b) payments will commence, if payment will be made in monthly
      installments:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Between
      January 1 and March 10 next following termination of employment with the
      Company or an affiliated company;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              Between
      January 1 and March 10 of the fifth year following the year in which the
      award would have been paid had it not been
  deferred.

            


    

    


    For
Participants who previously elected to have payments made or commence on the
Payment Date next following termination of employment, their payments will be
made or commence between January 1 and March 10 next following their termination
of employment with the Company or an affiliated company.  For
Participants who elected to have payments made or commence on the Payment Date
of the fifth year following the year in which the award may be made, their
payments will be made or commence between January 1 and March 10 of the fifth
year following the year in which the award would have been paid had it not been
deferred.

    


    
      	
               
      

            	
              12.

            	
              At
      the same time a Participant makes a deferral election, a Participant may
      elect to receive the deferred amounts accumulated in the Participant's
      account in monthly installments, not to exceed 120.  In the
      event the Participant elects to receive the amounts in the Participant's
      account in more than one installment, interest shall continue to accrue on
      the balance remaining in their account at the applicable rate or rates
      determined annually by the
Committee.

            


    

    


    
      	
               
      

            	
              13.

            	
              Notwithstanding
      anything contained in the Plan or these Rules and Regulations to the
      contrary, if a Specified Employee's employment terminates, to the extent
      required by Section 409A(a)(2)(B) of the Code, except as otherwise
      provided in paragraph 14 below of this Section VII of these Rules and
      Regulations, payment of any deferred amounts under the Plan that are to be
      paid during the 6 month period following the
  Specified

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Employee's
termination of employment shall not be paid or provided until the first business
day after the date that is 6 months following the Specified Employee's
termination of employment.  Any payment that is made pursuant to the
prior sentence shall include the cumulative amount of any amounts that could not
be paid during the 6 month period following the Specified Employee's termination
of employment.  To the extent payments are deferred pursuant to the
prior sentence, such deferred amounts shall continue to accrue interest pursuant
to Section VII of these Rules and Regulations until payment occurs.

    


    For all
purposes under the Plan and these Rules and Regulations, references to
termination of employment and similar terms shall be interpreted to mean
"separation from service," as that term is used in Section 409A of the Code, and
the Participant's employment shall not be deemed to have terminated for purposes
of the Plan or these Rules and Regulations unless and until a separation from
service shall have occurred for purposes of Section 409A of the
Code.

    


    
      	
               
      

            	
              14.

            	
              In
      the event of the death of a Participant in whose name a deferred account
      has been set up, the Company shall, within 90 days thereafter, pay to the
      Participant's estate or the designated beneficiary the entire amount in
      the deferred account.

            


    

    


    
      	
               
      

            	
              15.

            	
              In
      the event of a Change in Control any award deferred by a Participant shall
      become immediately payable to the Participant.  In the event the
      Participant files suit to collect a deferred award, all of the
      Participant's court costs, other expenses of litigation, and attorneys'
      fees shall be paid by the Company in the event the Participant prevails
      upon any of the claims for payment.

            


    

    


    



    
      
         


      

      
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