MDU RESOURCES GROUP, INC.
                  GROUP GENIUS INNOVATION 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 for employees,
to be known as the "MDU Resources Group, Inc. Group Genius
Innovation Plan" (hereinafter referred to as the "Plan"), as set
forth in this document.  The Plan permits the grant of
nonqualified stock options (NQSOs), stock appreciation rights
(SARs), restricted stock, restricted stock units, performance
units, performance stock and other awards.

     The Plan shall become effective on May 17, 2001 (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
encourage employees to share ideas for new business directions
for the Company and to reward them when the idea becomes
profitable.

     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 13 herein,
until all Stock 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, Restricted Stock
Units, Performance Units, Performance Stock 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.

     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  Change in Control means the earliest of the following
to occur:

          (a)  the public announcement by the Company or by 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) that such Person, who
     or which, together with all Affiliates and Associates
     (within the meanings ascribed to such terms in Rule 12b-2 of
     the Exchange Act) of such Person, shall be the beneficial
     owner of twenty percent (20%) or more of the voting stock of
     the Company then outstanding;

          (b)  the commencement of, or after the first public
     announcement of any Person to commence, a tender or exchange
     offer the consummation of which would result in any Person
     becoming the beneficial owner of voting stock aggregating
     thirty percent (30%) or more of the then outstanding voting
     stock of the Company;

          (c)  the announcement of any transaction relating to
     the Company required to be described pursuant to the
     requirements of Item 6(e) of Schedule 14A of Regulation 14A
     under the Exchange Act;

          (d)  a proposed change in the constituency of the Board
     such that, during any period of two (2) consecutive years,
     individuals who at the beginning of such period constitute
     the Board cease for any reason to constitute at least a
     majority thereof, unless the election or nomination for
     election by the stockholders of the Company of each new
     Director was approved by a vote of at least two-thirds (2/3)
     of the Directors then still in office who were members of
     the Board at the beginning of the period;  or

          (e)  any other event which shall be deemed by a
     majority of the Board to constitute a "Change in Control."

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

     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 Disability means "permanent and total disability"
as defined under Section 22(e)(3) of the Code.

     2.11 Dividend Equivalent means, with respect to Stock
subject to an Award, a right to be paid an amount equal to
dividends declared on an equal number of outstanding shares of
Stock.

     2.12 Eligible Employee means an Employee who is eligible to
participate in the Plan, as set forth in Section 5.1 herein.

     2.13 Employee means (i) any full-time or regularly-scheduled
part-time employee of the Company or a Subsidiary or (ii) any
bargaining unit employee covered by a collective bargaining
agreement to which the Company or any of its Subsidiaries is a
party.  Directors who are not otherwise employed by the Company
or a Subsidiary shall not be considered Employees for purposes of
the Plan.  For purposes of the Plan, transfer of employment of a
Participant between the Company and any one of its Subsidiaries
(or between Subsidiaries) shall not be deemed a termination of
employment.

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

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

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

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

     2.18 Nonqualified Stock Option or NQSO means an option to
purchase Stock, granted under Article 6 herein, which is not
intended to be an incentive stock option under Section 422 of the
Code.

     2.19 Option means a Nonqualified Stock Option.

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

     2.21 Participant means an Eligible Employee who has
outstanding an Award granted under the Plan.

     2.22 Performance Period means the time period during which
Performance Unit/Performance Stock performance goals must be met.

     2.23 Performance Stock means an Award described in Article 9
herein.

     2.24 Performance Unit means an Award described in Article 9
herein.

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

     2.26 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.

     2.27 Plan means the MDU Resources Group, Inc. Group Genius
Innovation  Plan.

     2.28 Restricted Stock means an Award described in Article 8
herein.

     2.29 Restricted Stock Unit means an Award described in
Article 8 herein.

     2.30 Securities Act means the Securities Act of 1933, as
amended.

     2.31 Stock means the common stock, $1.00  par value, of the
Company.

     2.32 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 of Stock.

     2.33 Subsidiary means any corporation (other than the
Company) in an unbroken chain of corporations ending with the
Company if each of the corporations other than the last
corporation in the chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one
of the other corporations in such chain.

     2.34 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 of Stock under the
related Option (and when a share of Stock 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 the
Compensation Committee or by any other committee (the
"Committee") appointed from time to time by, and shall serve at
the discretion of, the Board of Directors.

     3.2  Authority of the Committee.  The Committee shall have
full power except as limited by law, the Articles of
Incorporation or 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
Eligible Employees to receive Awards; to determine the size and
types of Awards; to determine the terms and conditions of such
Awards; 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 13 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 Distribution of Stock and Stock
Transferability.  Notwithstanding any other provision of the
Plan, the Company shall have no liability to deliver any Stock or
benefits under the Plan unless such delivery would comply with
all applicable laws (including, without limitation, the
Securities Act) and applicable requirements of any securities
exchange or similar entity and unless the Participant's tax
obligations have been satisfied as set forth in Article 14.  The
Committee may impose such restrictions on any Stock 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 Stock is then listed
and/or traded and with any blue sky or state securities laws
applicable to such Stock.

     3.4  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, Employees, Participants and their estates and
beneficiaries.

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

Article 4.  Stock Subject to the Plan

     4.1  Number of Shares of Stock.  Subject to Section 4.2
herein, the maximum number shares of Stock available for grant
under the Plan shall be 100,000.  Stock underlying lapsed or
forfeited Awards, or Awards that are not paid in Stock, may be
reused for other Awards; if the  Option Exercise Price is
satisfied by tendering Stock, only the number of shares of Stock
issued net of the Stock tendered shall be deemed issued under the
Plan.  Stock granted pursuant to the Plan may be (i) authorized
but unissued shares of Stock, (ii) treasury Stock or (iii) Stock
purchased on the open market.

     4.2  Adjustments in Authorized Stock and Awards.  In the
event of any merger, reorganization, consolidation,
recapitalization, liquidation, stock dividend, split-up, spin-
off, stock split, reverse stock split, share combination, share
exchange or other change in the corporate structure of the
Company affecting the Stock, such adjustment shall be made in the
number and class of Stock which may be delivered under the Plan,
and in the number and class of and/or price of Stock subject to
outstanding Awards granted under the Plan, as may be determined
to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights;
provided, however, that the number of shares of Stock subject to
any Award shall always be a whole number.

Article 5.  Eligibility and Participation

     5.1  Eligibility.  Persons eligible to participate in the
Plan ("Eligible Employees") include all Employees except officers
and directors, as determined by the Committee.

     5.2  Actual Participation.  Subject to the provisions of the
Plan, the Committee may, from time to time, select from all
Eligible Employees those to whom Awards shall be granted.

Article 6.  Stock Options

     6.1  Grant of Options.  Subject to the terms and conditions
of the Plan, Options may be granted to an Eligible Employee 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 Stock subject to Options granted to each
Eligible Employee (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and
conditions pertaining to such Options.

     6.2  Option Award Agreement.  Each Option grant shall be
evidenced by an Option Award Agreement that shall specify the
Option Exercise Price, the term of the Option, the number of
shares of Stock 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 shall 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, setting forth the
number of shares of Stock with respect to which the Option is to
be exercised, accompanied by provision for full payment for the
Stock.

     The Committee shall have the authority to establish
procedures for payment upon the exercise of Options, which may
include, in the Committee's sole discretion, payment (a) in cash
or its equivalent, (b) by tendering previously acquired shares of
Stock having an aggregate Fair Market Value at the time of
exercise equal to the total Option Exercise Price (provided that
the Stock that is tendered must have been held by the Participant
for at least six (6) months prior to its tender), (c) by broker-
assisted cashless exercise or (d) by a combination of (a), (b)
and/or (c).

     6.4  Termination.  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
employment with the Company and its Subsidiaries.  Such
provisions shall be determined in the sole discretion of the
Committee (subject to applicable law), 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.

     6.5  Transferability of Options.  Except as otherwise
determined by the Committee, all Options granted to a Participant
under the Plan shall be exercisable during his or her lifetime
only by such Participant, and 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.

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 an Eligible Employee 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 SARs.

     The Committee shall have complete discretion in determining
the number of SARs granted to each Eligible Employee (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 of Stock on the date of grant of the SAR.
The Base Value of Tandem SARs shall equal the Option Exercise
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 Stock 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 Stock 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:

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

     (b)  the number of shares of Stock 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 Stock of
equivalent value or in some combination thereof.

     7.4  Termination.  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
employment with the Company and its Subsidiaries.  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.

     7.5  Transferability of SARs.  Except as otherwise
determined by the Committee, 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, and
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.

Article 8.  Restricted Stock and Restricted Stock Units

     8.1  Grant of Restricted Stock and Restricted Stock Units.
Subject to the terms and conditions of the Plan, Restricted Stock
and/or Restricted Stock Units may be granted to an Eligible
Employee 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 and/or Restricted Stock
Units granted to each Eligible Employee (subject to Article 4
herein) and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such Awards.

     8.2  Restricted Stock/Restricted Stock Unit Award Agreement.
Each grant of Restricted Stock and/or Restricted Stock Units
grant shall be evidenced by a Restricted Stock and/or Restricted
Stock Unit Award Agreement that shall specify the number of
shares of Restricted Stock and/or Restricted Stock Units granted,
the initial value (if applicable), the Period or Periods of
Restriction, and such other provisions as the Committee shall
determine.

     8.3  Transferability.  Except as otherwise determined by the
Committee, during the applicable Period of Restriction, a
Participant's rights with respect to the Restricted Stock and
Restricted Stock Units granted under the Plan shall be available
during the Participant's  lifetime only to such Participant or
the Participant's legal representative, and Restricted Stock and
Restricted Stock Units may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated other than by
will or by the laws of descent and distribution.

     8.4  Certificates.  No certificates representing Stock shall
be issued to a Participant until such time as all restrictions
applicable to such Stock 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 receive a certificate.  Payment of Restricted Stock
Units shall be made after the last day of the Period of
Restriction applicable thereto.  The Committee, in its sole
discretion, may pay Restricted Stock Units in cash or in Stock
(or in a combination thereof), which has an aggregate Fair Market
Value equal to the value of the Restricted Stock Units.

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

     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 shall receive all
regular cash dividends paid with respect to the Restricted Stock
while it is 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 promptly after
the full vesting of the Restricted Stock with respect to which
such distributions were made.

     Rights, if any, to Dividend Equivalents on Restricted
Stock Units shall be established by the Committee at the time of
grant and set forth in the Award Agreement.

     8.8  Termination.  Each Restricted Stock/Restricted Stock
Unit Award Agreement shall set forth the extent to which the
Participant shall have the right to receive Restricted Stock
and/or a Restricted Stock Unit payment following termination of
the Participant's employment with the Company and its
Subsidiaries.  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 Restricted Stock/Restricted Stock Units or
among Participants and may reflect distinctions based on the
reasons for termination.

Article 9.  Performance Units and Performance Stock

     9.1  Grant of Performance Units and Performance Stock.
Subject to the terms and conditions of the Plan, Performance
Units and/or Performance Stock may be granted to an Eligible
Employee 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 shares of Performance
Stock granted to each Eligible Employee (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 Stock Award Agreement.
Each grant of Performance Units and/or Performance Stock shall be
evidenced by a Performance Unit and/or Performance Stock Award
Agreement that shall specify the number of Performance Units
and/or shares of  Performance Stock 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 Stock.  Each
Performance Unit shall have an initial value that is established
by the Committee at the time of grant.  The value of a share of
Performance Stock shall be equal to the Fair Market Value of a
share of Stock.  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 Stock that will be paid out to the
Participants.

     9.4  Earning of Performance Units/Performance Stock.  After
the applicable Performance Period has ended, the Participant
shall be entitled to receive a payout with respect to the
Performance Units/Performance Stock earned by the Participant
over the Performance Period, to be 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 Stock.  Payment of earned Performance
Units/Performance Stock shall be made following the close of the
applicable Performance Period.  The Committee, in its sole
discretion, may pay earned Performance Units/Performance Stock in
cash or in Stock (or in a combination thereof), which has an
aggregate Fair Market Value equal to the value of the earned
Performance Units/Performance Stock at the close of the
applicable Performance Period.  Such Stock may be granted subject
to any restrictions deemed appropriate by the Committee.

     9.6  Termination.  Each Performance Unit/Performance Stock
Award Agreement shall set forth the extent to which the
Participant shall have the right to receive a Performance
Unit/Performance Stock payment following termination of the
Participant's employment with the Company and its Subsidiaries
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 Stock
or among Participants and may reflect distinctions based on
reasons for termination.

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

Article 10.  Other Awards

     The Committee shall have the right to grant other Awards
which may include, without limitation, the grant of Stock based
on attainment of performance goals established by the Committee,
the payment of Stock in lieu of cash or cash based on attainment
of performance  goals established by the Committee and the
payment of Stock in lieu of cash under other Company incentive or
bonus programs. Payment under or settlement of any such Awards
shall be made in such manner and at such times as the Committee
may determine.

Article 11.  Rights of Participants

     11.1 Termination. 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 or other relationship with
the Company or any Subsidiary at any time, for any reason or no
reason in the Company's or the Subsidiary's sole discretion, nor
confer upon any Participant any right to continue in the employ
of, or otherwise in any relationship with, the Company or any
Subsidiary.

     11.2 Participation.  No Eligible Person 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.

     11.3 Limitation of Implied Rights.  Neither a Participant
nor any other Person shall, by reason of the Plan, acquire any
right in or title to any assets, funds or property of the Company
or any Subsidiary whatsoever, including, without limitation, any
specific funds, assets or other property which the Company or any
Subsidiary, in their sole discretion, may set aside in
anticipation of a liability under the Plan.  A Participant shall
have only a contractual right to the Stock or amounts, if any,
payable under the Plan, unsecured by any assets of the Company or
any Subsidiary.  Nothing contained in the Plan shall constitute a
guarantee that the assets of such companies shall be sufficient
to pay any benefits to any Person.

     Except as otherwise provided in the Plan, no Award under the
Plan shall confer upon the holder thereof any right as a
stockholder of the Company prior to the date on which the
individual fulfills all conditions for receipt of such rights.

Article 12.  Change in Control

     The terms of this Article 12 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 vested and exercisable;

     (b)  Any restriction periods and restrictions imposed on
          Restricted Stock or Restricted Stock Units shall be
          deemed to have expired; such Restricted Stock shall
          become immediately vested in full and Stock
          certificates shall be delivered to Participants, and
          such Restricted Stock Units shall be paid out in cash;
          and

     (c)  The target payout opportunity attainable under all
          outstanding Awards of Performance Units and Performance
          Stock and any other Awards shall be deemed to have been
          fully earned for the entire Performance Period(s) as of
          the effective date of the Change in Control.  All
          Awards shall become immediately vested.  All
          Performance Stock and other Awards denominated in Stock
          shall be paid out in Stock, and all Performance Units
          and other Awards shall be paid out in cash.

Article 13.  Amendment, Modification and Termination

     13.1 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.

     13.2 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 and except as otherwise provided herein.

Article 14.  Withholding

     14.1 Tax Withholding.  The Company shall have the power and
the right to deduct or withhold, or require a Participant to
remit to the Company, an amount (including any Stock withheld as
provided below) sufficient to satisfy Federal, state and local
taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to an Award made under the Plan.

     14.2 Stock Withholding.  With respect to tax withholding
required upon the exercise of Options or SARs, upon the lapse of
restrictions on Restricted Stock, or upon any other taxable event
arising out of or as a result of Awards granted hereunder,
Participants may elect to satisfy the withholding requirement, in
whole or in part, by tendering Stock held by the Participant or
by having the Company withhold Stock having a Fair Market Value
equal to the minimum statutory total tax which could be imposed
on the transaction.  All elections shall be irrevocable, made in
writing and signed by the Participant.

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 Stock 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, without regard to conflicts of law provisions.