ex-10f.htm


    MDU
RESOURCES GROUP, INC.

    NON-EMPLOYEE
DIRECTOR LONG-TERM INCENTIVE COMPENSATION PLAN

    


    Article
1. Establishment, Purpose and Duration

    


    1.1           Establishment of the
Plan.  MDU Resources Group, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), hereby establishes an incentive plan
to be known as the "MDU Resources Group, Inc. Non-Employee Director Long-Term
Incentive Compensation Plan" (hereinafter referred to as the "Plan"), as set
forth in this document.  The Plan permits the grant of Nonqualified
Stock Options (NQSO), Stock Appreciation Rights (SAR), Restricted Stock,
Performance Units, Performance Shares and other awards.

    


    The Plan shall become effective when
approved by the stockholders at the annual meeting on April 22, 1997, (the
"Effective Date"), and shall remain in effect as provided in Section 1.3
herein.

    


    1.2           Purpose of the
Plan.  The purpose of the Plan is to promote the success and
enhance the value of the Company by linking the personal interests of
Participants to those of Company stockholders and customers.  The Plan
is further intended to assist the Company in its ability to motivate, attract
and retain highly qualified individuals to serve as directors of the
Company.

    


    1.3           Duration of the
Plan.  The Plan shall commence on the Effective Date, as
described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 14 herein, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions.

    


    Article
2. Definitions

    


    Whenever used in the Plan, the
following terms shall have the meanings set forth below and, when such meaning
is intended, the initial letter of the word is capitalized:

    


    2.1           "Award" means, individually
or collectively, a grant under the Plan of NQSOs, SARs, Restricted Stock,
Performance Units, Performance Shares or any other type of award permitted under
Article 10 of the Plan.

    


    2.2           "Award Agreement" means an
agreement entered into by each Participant and the Company, setting forth the
terms and provisions applicable to an Award granted to a Participant under the
Plan.


    
      
         


      

      
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    2.3           "Base Value" of an SAR shall
have the meaning set forth in Section 7.1 herein.

    


    2.4           "Board" or "Board of
Directors" means the Board of Directors of the Company.

    


    2.5           A
“Change in Control”
shall mean:

     

    
      	
               
      

            	
              (a)

            	
              The
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
      more of either (i) the then outstanding shares of common stock of the
      Company (the “Outstanding Company Common Stock”) or (ii) the combined
      voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors (the “Outstanding
      Company Voting Securities”); provided, however, that for purposes of this
      subsection (a), the following acquisitions shall not constitute a Change
      in Control: (i) any acquisition directly from the Company, (ii) any
      acquisition by the Company, (iii) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      corporation controlled by the Company or (iv) any acquisition by any
      corporation pursuant to a transaction which complies with clauses (i),
      (ii) and (iii) of subsection (c) of this Section 2.5;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Individuals
      who, as of April 22, 1997, which is the effective date of the Plan,
      constitute the Board (the “Incumbent Board”) cease for any reason to
      constitute at least a majority of the Board; provided, however, that any
      individual becoming a director subsequent to the date hereof whose
      election, or nomination for election by the Company’s shareholders, was
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board shall be considered as though such individual were a
      member of the Incumbent Board, but excluding, for this purpose, any such
      individual whose initial assumption of office occurs as a result of an
      actual or threatened election contest with respect to the election or
      removal of directors or other actual or threatened solicitation of proxies
      or consents by or on behalf of a Person other than the Board;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Consummation
      of a reorganization, merger or consolidation or sale or other disposition
      of all or

            


    

     


    
      
         


      

      
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    substantially
all of the assets of the Company (a “Business Combination”), in each case,
unless, following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

     

    
      	
               
      

            	
              (d)

            	
              Approval
      by the shareholders of the Company of a complete liquidation or
      dissolution of the Company.

            


    

     

    For avoidance of doubt, unless
otherwise determined by the Board, the sale of a subsidiary, operating entity or
business unit of the Company shall not constitute a Change in Control for
purposes of this Agreement.

    


    2.6           "Code" means the Internal
Revenue Code of 1986, as amended from time to time.


    
      
         


      

      
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    2.7           "Committee" means the
Committee, as specified in Article 3, appointed by the Board to administer the
Plan with respect to Awards.

    


    2.8           "Company" means MDU Resources
Group, Inc., a Delaware corporation, or any successor thereto as provided in
Article 15 herein.

    


    2.9           "Director" means any
individual who is a member of the Board of Directors of the
Company.

    


    2.10           "Dividend Equivalent" means,
with respect to Shares subject to an Award, a right to be paid an amount equal
to dividends declared on an equal number of outstanding Shares.

    


    2.11           "Employee" means any
full-time or regularly-scheduled part-time employee of the Company or of the
Company's Subsidiaries, who is not covered by any collective bargaining
agreement to which the Company or any of its Subsidiaries is a
party.

    


    2.12           "Exchange Act" means the
Securities Exchange Act of 1934, as amended from time to time, or any successor
act thereto.

    


    2.13           "Exercise Period" means the
period during which an SAR or Option is exercisable, as set forth in the related
Award Agreement.

    


    2.14           "Fair Market Value" shall
mean the average of the high and low sale prices as reported in the
consoli­dated transaction reporting system or, if there is no such sale on
the relevant date, then on the last previous day on which a sale was
reported.

    


    2.15           "Freestanding SAR" means an
SAR that is granted independently of any Option.

    


    2.16           "Non-Employee Director" means
any person who is elected or appointed to the Board and who is not an
Employee.

    


    2.17           "Nonqualified Stock Option" or
"NQSO" means an option to purchase Shares, granted under Article 6
herein, which is not intended to be an Incentive Stock Option under Section 422
of the Code.

    


    2.18           "Option" means a Nonqualified
Stock Option.

    


    2.19           "Option Price" means the
price at which a Share may be purchased by a Participant pursuant to an Option,
as determined by the Committee and set forth in the Option Award
Agreement.


    
      
         


      

      
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    2.20           "Participant" means a
Non-Employee Director who has an outstanding Award granted under the
Plan.

    


    2.21           "Performance Unit" means an
Award granted to a Participant, as described in Article 9 herein.

    


    2.22           "Performance Share" means an
Award granted to a Participant, as described in Article 9 herein.

    


    2.23           "Period of Restriction" means
the period during which the transfer of Restricted Stock is limited in some way,
as provided in Article 8 herein.

    


    2.24           "Person" shall have the
meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as used in
Sections 13(d) and 14(d) thereof, including usage in the definition of a "group"
in Section 13(d) thereof.

    


    2.25           "Restricted Stock" means an
Award of Shares granted to a Participant pursuant to Article 8
herein.

    


    2.26           "Shares" means the shares of
common stock of the Company.

    


    2.27           "Stock Appreciation Right" or
"SAR" means a right, granted alone or in connection with a related
Option, designated as an SAR, to receive a payment on the day the right is
exercised, pursuant to the terms of Article 7 herein.  Each SAR shall
be denominated in terms of one Share.

    


    2.28           "Subsidiary" means any
corporation that is a "subsidiary corporation" of the Company as that term is
defined in Section 424(f) of the Code.

    


    2.29           "Tandem SAR" means an SAR
that is granted in connection with a related Option, the exercise of which shall
require forfeiture of the right to purchase a Share under the related Option
(and when a Share is purchased under the Option, the Tandem SAR shall be
similarly canceled).

    


    Article
3. Administration

    


    3.1           The Committee.  The
Plan shall be administered by any committee appointed by the Board or by the
Board of Directors (the "Committee").

    


    3.2           Authority of the
Committee.  The Committee shall have full power except as
limited by law, the Articles of Incorporation and the Bylaws of the Company,
subject to such other restricting limitations or directions as may be imposed by
the Board and subject to the provisions herein, to determine
the


    
      
         


      

      
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    size and
types of Awards; to deter­mine the terms and conditions of such Awards in a
manner consistent with the Plan; to construe and interpret the Plan and any
agreement or instrument entered into under the Plan; to establish, amend or
waive rules and regulations for the Plan's administration; and (subject to the
provisions of Article 14 herein) to amend the terms and conditions of any
outstanding Award.  Further, the Committee shall make all other
determinations which may be necessary or advisable for the administration of the
Plan.  As permitted by law, the Committee may delegate its authorities
as identified hereunder.

    


    3.3           Restrictions on Share
Transferability.  The Committee may impose such restrictions on
any Shares acquired pursuant to Awards under the Plan as it may deem advisable,
including, without limitation, restrictions to comply with applicable Federal
securities laws, with the requirements of any stock exchange or market upon
which such Shares are then listed and/or traded and with any blue sky or state
securities laws applicable to such Shares.

    


    3.4           Approval.  The
Committee or the Board shall approve all Awards made under the Plan and all
elections made by Participants, prior to their effective date, to the extent
necessary to comply with Rule 16b-3 under the Exchange Act.

    


    3.5           Decisions
Binding.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its stockholders, Participants and their estates and
beneficiaries.

    


    3.6           Costs.  The Company
shall pay all costs of administration of the Plan.

    


    Article
4. Shares Subject to the Plan

    


    4.1           Number of
Shares.  Subject to Section 4.2 herein, the maximum number of
Shares that may be issued pursuant to Awards under the Plan shall be
595,125.  Shares underlying lapsed or forfeited Awards of Restricted
Stock shall not be treated as having been issued pursuant to an Award under the
Plan.  Shares that are potentially deliverable under an Award that
expires or is canceled, forfeited, settled in cash or otherwise settled without
the delivery of Shares shall not be treated as having been issued under the
Plan.  Shares that are withheld to satisfy the Option Price related to
an Option, SAR or other Award pursuant to which the Shares withheld have not yet
been issued shall not be deemed to be Shares issued under the
Plan.


    
      
         


      

      
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    Shares issued pursuant to the Plan may
be (i) authorized but unissued Shares of Common Stock, (ii) treasury shares, or
(iii) shares purchased on the open market.

    


    4.2           Adjustments in Authorized
Shares.  In the event of any equity restructuring (within the
meaning of Financial Accounting Standards No. 123(R)), such as a stock dividend,
stock split, spinoff, rights offering or recapitalization through a large,
nonrecurring cash dividend, the Committee shall cause an equitable adjustment to
be made (i) in the number and kind of Shares that may be delivered under the
Plan and (ii) with respect to outstanding Awards, in the number and kind of
Shares subject to outstanding Awards, the Option Exercise Price, Base Value or
other price of Shares subject to outstanding Awards, any performance conditions
relating to Shares, the market price of Shares, or per-Share results, and other
terms and conditions of outstanding Awards, in the case of (i) and (ii) to
prevent dilution or enlargement of rights. In the event of any other change in
corporate capitalization, such as a merger, consolidation or liquidation, the
Committee may, in its sole discretion, cause an equitable adjustment as
described in the foregoing sentence to be made to prevent dilution or
enlargement of rights. The number of Shares subject to any Award shall always be
rounded down to a whole number when adjustments are made pursuant to this
Section 4.2.  Adjustments made by the Committee pursuant to this
Section 4.2 shall be final, binding and conclusive.

    


    Article
5. Eligibility and Participation

    


    5.1           Eligibility.  Persons
eligible to participate in the Plan are any persons elected or appointed to the
Board who are not Employees.

    


    5.2           Actual
Participation.  Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Non-Employee
Directors those to whom Awards shall be granted and shall determine the nature
and amount of each Award.

    


    Article
6. Stock Options

    


    6.1           Grant of
Options.  Subject to the terms and conditions of the Plan,
Options may be granted to a Non-Employee Director at any time and from time to
time, as shall be determined by the Committee.

    


    The Committee shall have complete
discretion in determining the number of Shares subject to Options granted to
each Participant (subject to Article 4 herein) and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to
such Options.


    
      
         


      

      
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    6.2           Option Award
Agreement.  Each Option grant shall be evidenced by an Option
Award Agreement that shall specify the Option Price, the term of the Option, the
number of Shares to which the Option pertains, the Exercise Period and such
other provisions as the Committee shall determine, including but not limited to
any rights to Dividend Equivalents.

    


    6.3           Exercise of and Payment for
Options.  Options granted under the Plan shall be exercisable
at such times and be subject to such restrictions and conditions as the
Committee shall in each instance approve.

    


    A Participant may exercise an Option at
any time during the Exercise Period.  Options shall be exercised by
the delivery of a written notice of exercise to the Company or its designee,
setting forth the number of Shares with respect to which the Option is to be
exercised, accompanied by provisions for full payment for the
Shares.

    


    The Option Price upon exercise of any
Option shall be payable either: (a) in cash or its equivalent, (b) by tendering
previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the total Option Price (provided that Shares which are
tendered must have been held by the Participant for at least six (6) months
prior to their tender to satisfy the Option Price), (c) by Share withholding,
(d) by cashless exercise or (e) by a combination of (a),(b),(c), and/or
(d).

    


    As soon as practicable after receipt of
a written notification of exercise of an Option and provisions for full payment
therefor, the Company shall (i) deliver to the Participant, in the Participant's
name or the name of the Participant's designee, a Share certificate or
certificates in an appropriate aggregate amount based upon the number of Shares
purchased under the Option, or (ii) cause to be issued in the Participant's name
or the name of the Participant's designee, in book-entry form, an appropriate
number of Shares based upon the number of Shares purchased under the
Option.

    


    6.4           Termination of Director
Status.  Each Option Award Agreement shall set forth the extent
to which the Participant shall have the right to exercise the Option following
termination of the Participant's position on the Board of the
Company.  Such provisions shall be determined in the sole discretion
of the Committee, shall be included in the Option Award Agreement entered into
with Participants, need not be uniform among all Options granted pursuant to the
Plan or among Participants and may reflect distinctions based on the reasons for
termination of director status.


    
      
         


      

      
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    6.5           Transferability of
Options.  Except as otherwise determined by the Committee and
set forth in the Option Award Agreement, no Option granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution, and all Options
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant or his or her legal
representative.

    


    Article
7. Stock Appreciation Rights

    


    7.1           Grant of
SARs.  Subject to the terms and conditions of the Plan, an SAR
may be granted to a Non-Employee Director at any time and from time to time as
shall be determined by the Committee.  The Committee may grant
Freestanding SARs, Tandem SARs or any combination of these forms of
SAR.

    


    The Committee shall have complete
discretion in determining the number of SARs granted to each Participant
(subject to Article 4 herein) and, consistent with the provisions of the
Plan, in determining the terms and conditions pertaining to such
SARs.

    


    The Base Value of a Freestanding SAR
shall equal the Fair Market Value of a Share on the date of grant of the
SAR.  The Base Value of Tandem SARs shall equal the Option Price of
the related Option.

    


    7.2           SAR Award
Agreement.  Each SAR grant shall be evidenced by an SAR Award
Agreement that shall specify the number of SARs granted, the Base Value, the
term of the SAR, the Exercise Period and such other provisions as the Committee
shall determine.

    


    7.3           Exercise and Payment of
SARs.  Tandem SARs may be exercised for all or part of the
Shares subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option.  A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.

    


    Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon them.

    


    A Participant may exercise an SAR at
any time during the Exercise Period.  SARs shall be exercised by the
delivery of a written notice of exercise to the Company, setting forth the
number of SARs being exercised.  Upon exercise of an SAR, a
Participant shall be entitled to receive payment from the Company in an amount
equal to the product of:


    
      
         


      

      
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              (a)

            	
              the
      excess of (i) the Fair Market Value of a Share on the date of exercise
      over (ii) the Base Value multiplied
by

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      number of Shares with respect to which the SAR is
    exercised.

            


    

    


    At the sole discretion of the
Committee, the payment to the Participant upon SAR exercise may be in cash, in
Shares of equivalent value, or in some combination thereof.

    


    7.4           Termination of Director
Status.  Each SAR Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the SAR following
termination of the Participant's position on the Board of the
Company.  Such provisions shall be determined in the sole discretion
of the Committee, shall be included in the SAR Award Agreement entered into with
Participants, need not be uniform among all SARs granted pursuant to the Plan or
among Participants and may reflect distinctions based on the reasons for
termination of director status.

    


    7.5           Transferability of
SARs.  Except as otherwise determined by the Committee and set
forth in the SAR Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution, and all SARs granted to
a Participant under the Plan shall be exercisable during his or her lifetime
only by such Participant or his or her legal representative.

    


    Article
8. Restricted Stock

    


    8.1           Grant of Restricted
Stock.  Subject to the terms and conditions of the Plan,
Restricted Stock may be granted to a Non-Employee Director at any time and from
time to time, as shall be determined by the Committee.

    


    The Committee shall have complete
discretion in determining the number of shares of Restricted Stock granted to
each Participant (subject to Article 4 herein) and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to
such Restricted Stock.

    


    8.2           Restricted Stock Award
Agreement.  Each Restricted Stock grant shall be evidenced by a
Restricted Stock Award Agreement that shall specify the Period or Periods of
Restriction, the number of Restricted Stock Shares granted and such other
provisions as the Committee shall determine.


    
      
         


      

      
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    8.3           Transferability.  Restricted
Stock granted hereunder may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction established by the Committee and specified in the Restricted Stock
Award Agreement.  All rights with respect to the Restricted Stock
granted to a Participant under the Plan shall be available during his or her
lifetime only to such Participant or his or her legal
representative.

    


    8.4           Certificate
Legend.  Each certificate representing Restricted Stock granted
pursuant to the Plan may bear

    a legend
substantially as follows:

    


    
      	
               
      

            	
              "The
      sale or other transfer of the shares of stock represented by this
      certificate, whether voluntary, involuntary or by operation of law, is
      subject to certain restrictions on transfer as set forth in MDU Resources
      Group, Inc. Non-Employee Director Long-Term Incentive Compensation Plan,
      and in a Restricted Stock Award Agreement.  A copy of such Plan
      and such Agreement may be obtained from MDU Resources Group,
      Inc."

            


    

    


    The Company shall have the right to
retain the certificates representing Restricted Stock in the Company's
possession until such time as all restrictions applicable to such Shares have
been satisfied.

    


    8.5           Removal of
Restrictions.  Restricted Stock shall become freely
transferable by the Participant after the last day of the Period of Restriction
applicable thereto.  Once Restricted Stock is released from the
restrictions, the Participant shall be entitled to have the legend referred to
in Section 8.4 removed from his or her stock certificate.

    


    8.6           Voting
Rights.  During the Period of Restriction, Participants holding
Restricted Stock may exercise full voting rights with respect to those
Shares.

    


    8.7           Dividends and Other
Distributions.  Subject to the Committee's right to determine
otherwise at the time of grant, during the Period of Restriction, Participants
holding Restricted Stock shall receive all regular cash dividends paid with
respect to all Shares while they are so held.  All other distributions
paid with respect to such Restricted Stock shall be credited to Participants
subject to the same restrictions on transferability and forfeitability as the
Restricted Stock with respect to which they were paid and shall be paid to the
Participant within forty-five (45) days following the full vesting of the
Restricted Stock with respect to which such distributions were
made.


    
      
         


      

      
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    8.8           Termination of Director
Status.  Each Restricted Stock Award Agreement shall set forth
the extent to which the Participant shall have the right to receive unvested
Restricted Stock following termination of the Participant's position on the
Board of the Company.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Restricted Stock Award
Agreement entered into with Participants, need not be uniform among all grants
of Restricted Stock or among Participants and may reflect distinctions based on
the reasons for termination of director status.

    


    Article
9. Performance Units and Performance Shares

    


    9.1           Grant of Performance Units and
Performance Shares.  Subject to the terms and conditions of the
Plan, Performance Units and/or Performance Shares may be granted to a
Non-Employee Director at any time and from time to time, as shall be determined
by the Committee.

    


    The Committee shall have complete
discretion in determining the number of Performance Units and/or Performance
Shares granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such Awards.

    


    9.2           Performance Unit/Performance Share
Award Agreement.  Each grant of Performance Units and/or
Performance Shares shall be evidenced by a Performance Unit and/or Performance
Share Award Agreement that shall specify the number of Performance Units and/or
Performance Shares granted, the initial value (if applicable), the Performance
Period, the performance goals and such other provisions as the Committee shall
determine, including but not limited to any rights to Dividend
Equivalents.

    


    9.3           Value of Performance
Units/Performance Shares.  Each Performance Unit shall have an
initial value that is established by the Committee at the time of
grant.  The value of a Performance Share shall be equal to the Fair
Market Value of a Share.  The Committee shall set performance goals in
its discretion which, depending on the extent to which they are met, will
determine the number and/or value of Performance Units/Performance Shares that
will be paid out to the Participants.  The time period during which
the performance goals must be met shall be called a "Performance
Period."

    


    9.4           Earning of Performance
Units/Performance Shares.  After the applicable Performance
Period has ended, the holder of Performance Units/Performance Shares shall be
entitled to receive a payout with respect to the Perfor­mance
Units/Performance Shares earned by the Participant over the Performance Period,
to be


    
      
         


      

      
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    determined
as a function of the extent to which the corresponding performance goals have
been achieved.

    


    9.5           Form and Timing of Payment of
Performance Units/Performance Shares.  Payment of earned
Perfor­mance Units/Performance Shares shall be made following the close of
the applicable Performance Period.  The Committee, in its sole
discretion, may pay earned Performance Units/Performance Shares in cash or in
Shares (or in a combination thereof), which have an aggregate Fair Market Value
equal to the value of the earned Performance Units/Performance Shares at the
close of the applicable Performance Period.  Such Shares may be
granted subject to any restrictions deemed appropriate by the
Committee.

    


    9.6           Termination of Director
Status.  Each Performance Unit/Performance Share Award
Agreement shall set forth the extent to which the Participant shall have the
right to receive a Performance Unit/Performance Share payment following
termination of the Participant's position on the Board of the Company during a
Performance Period.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with Participants, need not be uniform among all grants of Performance
Units/Performance Shares or among Participants and may reflect distinctions
based on reasons for termination of director status.

    


    9.7           Transferability.  Except
as otherwise determined by the Committee and set forth in the Performance
Unit/Performance Share Award Agreement, Performance Units/Performance Shares may
not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution, and
a Participant's rights with respect to Performance Units/Performance Shares
granted under the Plan shall be available during the Participant's lifetime only
to such Participant or the Participant's legal representative.

    


    Article
10.  Other Awards

    


    The Committee shall have the right to
grant other Awards which may include, without limitation, the grant of Shares
based on certain conditions, the payment of Shares in lieu of cash, or the
payment of cash based on performance criteria established by the
Committee.  Payment under or settlement of any such Awards shall be
made in such manner and at such times as the Committee may
determine.


    
      
         


      

      
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    Article
11.  Beneficiary Designation

    


    Each Participant under the Plan may,
from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his or her death before he or she receives any or all of such
benefit.  Each such designation shall revoke all prior designations by
the same Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Company during
the Participant's lifetime.  In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be paid to the
Participant's estate.

    


    The spouse of a married Participant
domiciled in a community property jurisdiction shall join in any designation of
beneficiary or beneficiaries other than the spouse.

    


    Article
12.  Deferrals

    


    The Committee may permit a Participant
to defer the Participant's receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such Participant under the
Plan.  If any such deferral election is permitted, the Committee
shall, in its sole discretion, establish rules and procedures for such payment
deferrals.

    


    Article
13.  Change in Control

    


    The terms of this Article 13 shall
immediately become operative, without further action or consent by any person or
entity, upon a Change in Control, and once operative shall supersede and take
control over any other provisions of this Plan.

    


    Upon a Change in Control

    


    
      	
               
      

            	
              (a)

            	
              Any
      and all Options and SARs granted hereunder shall become immediately
      exercisable;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      restriction periods and restrictions imposed on Restricted Stock or Awards
      granted pursuant to Article 10 (if not performance-based) shall be deemed
      to have expired and such Restricted Stock or Awards shall become
      immediately vested in full; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      target payout opportunity attainable under all outstanding Awards of
      Performance Units, Performance Shares and Awards granted pursuant to
      Article 10 (if performance-based) shall be deemed to have been fully
      earned for the entire Performance Period(s) as of
  the

            


    


    
      
         


      

      
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    effective
date of the Change in Control, and shall be paid out promptly in Shares or cash
pursuant to the terms of the Award Agreement, or in the absence of such
designation, as the Committee shall determine.

    


    Article
14.  Amendment, Modification and Termination

    


    14.1           Amendment, Modification and
Termination.  The Board may, at any time and from time to time,
alter, amend, suspend or terminate the Plan in whole or in part.

    


    14.2           Awards Previously
Granted.  No termination, amendment or modification of the Plan
shall adversely affect in any material way any Award previously granted under
the Plan, without the written consent of the Participant holding such Award,
unless such termination, modification or amendment is required by applicable
law.

    


    Article
15.  Successors

    


    All obligations of the Company under
the Plan, with respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Company.

    


    Article
16.  Legal Construction

    


    16.1           Gender and
Number.  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the
plural shall include the singular and the singular shall include the
plural.

    


    16.2           Severability.  In
the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

    


    16.3           Requirements of
Law.  The granting of Awards and the issuance of Shares under
the Plan shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.

    


    16.4           Governing Law.  To
the extent not preempted by Federal law, the Plan, and all agreements hereunder,
shall be construed in accordance with, and governed by, the laws of the State of
Delaware.


    
      
         


      

      
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    Article
17.  Code Section 409A Compliance

    


    To the extent applicable, it is
intended that this Plan and any Awards granted hereunder comply with the
requirements of Section 409A of the Code and any related regulations or other
guidance promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service, and the terms of the Plan and any
Awards shall be interpreted accordingly.


    
      
         


      

      
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