Exhibit 10-N-7
                       OTTER TAIL POWER COMPANY
                       1999 STOCK INCENTIVE PLAN


Section 1.  Purpose.

The purpose of the Plan is to promote the interests of the Company 
and its shareholders by aiding the Company in attracting and retaining
employees, officers, consultants, independent contractors and non-employee
directors capable of assuring the future success of the Company, to offer 
such persons incentives to put forth maximum efforts for the success of 
the Company's business and to afford such persons an opportunity to 
acquire a proprietary interest in the Company.

Section 2.  Definitions.

As used in the Plan, the following terms shall have the meanings set 
forth below:

  (a) "Affiliate" shall mean (i) any entity that, directly or 
indirectly through one or more intermediaries, is controlled by the
Company and (ii) any entity in which the Company has a significant 
equity interest, in each case as determined by the Committee.

  (b) "Award" shall mean any Option, Stock Appreciation Right, 
Restricted Stock, Restricted Stock Unit, Performance Award, Other 
Stock Grant or Other Stock-Based Award granted under the Plan.

  (c) "Award Agreement" shall mean any written agreement, contract or 
other instrument or document evidencing any Award granted under the 
Plan.

  (d) "Board" shall mean the Board of Directors of the Company.

  (e) "Code" shall mean the Internal Revenue Code of 1986, as amended 
from time to time, and any regulations promulgated thereunder.

  (f) "Committee" shall mean a committee of Directors designated by 
the Board to administer the Plan.  The Committee shall be comprised of
not less than such number of Directors as shall be required to permit 
Awards granted under the Plan to qualify under Rule 16b-3, and each 
member of the Committee shall be a "Non-Employee Director" within the 
meaning of Rule 16b-3 and an "outside director" within the meaning of 
Section 162(m) of the Code.  The Company expects to have the Plan 
administered in accordance with the requirements for the award of 
"qualified performance-based compensation" within the meaning of 
Section 162(m) of the Code.

  (g) "Company" shall mean Otter Tail Power Company, a Minnesota 
corporation, and any successor corporation.

  (h) "Director" shall mean a member of the Board.

  (i) "Eligible Person" shall mean any employee, officer, consultant, 
independent contractor or Director providing services to the Company 
or any Affiliate whom the Committee determines to be an Eligible 
Person.

  (j) "Fair Market Value" shall mean, with respect to any property 
(including, without limitation, any Shares or other securities), the 
fair market value of such property determined by such methods or 
procedures as shall be established from time to time by the Committee.
Notwithstanding the foregoing, unless otherwise determined by the 
Committee, the Fair Market Value of Shares as of a given date shall be,
if the Shares are then quoted on the NASDAQ National Market System, 
the average of the high and low sales price as reported on the NASDAQ
National Market System on such date or, if the NASDAQ National Market
System is not open for trading on such date, on the most recent 
preceding date when it is open for trading.

  (k) "Incentive Stock Option" shall mean an option granted under 
Section 6(a) of the Plan that is intended to meet the requirements 
of Section 422 of the Code or any successor provision.

  (l) "Non-Qualified Stock Option" shall mean an option granted under 
Section 6(a) of the Plan that is not intended to be an Incentive 
Stock Option.

  (m) "Option" shall mean an Incentive Stock Option or a Non-Qualified 
Stock Option, and shall include Reload Options.

  (n) "Other Stock Grant" shall mean any right granted under 
Section 6(e) of the Plan.

  (o) "Other Stock-Based Award" shall mean any right granted under 
Section 6(f) of the Plan.

  (p) "Participant" shall mean an Eligible Person designated to be 
granted an Award under the Plan.

  (q) "Performance Award" shall mean any right granted under 
Section 6(d) of the Plan.

  (r) "Person" shall mean any individual, corporation, partnership, 
association or trust.

  (s) "Plan" shall mean the Otter Tail Power Company 1999 Stock 
Incentive Plan, as amended from time to time, the provisions of which
are set forth herein.

  (t) "Reload Option" shall mean any Option granted under 
Section 6(a)(iv) of the Plan.

  (u) "Restricted Stock" shall mean any Shares granted under 
Section 6(c) of the Plan.

  (v) "Restricted Stock Unit" shall mean any unit granted under 
Section 6(c) of the Plan evidencing the right to receive a Share 
(or a cash payment equal to the Fair Market Value of a Share) at 
some future date.

  (w) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the 
Securities and Exchange Commission under the Securities Exchange 
Act of 1934, as amended, or any successor rule or regulation.

  (x) "Shares" shall mean Common Shares, $5 par value per share, 
of the Company or such other securities or property as may 
become subject to Awards pursuant to an adjustment made under 
Section 4(c) of the Plan.

  (y) "Stock Appreciation Right" shall mean any right granted 
under Section 6(b) of the Plan.

Section 3.  Administration.

  (a) Power and Authority of the Committee.  The Plan shall be 
administered by the Committee.  Subject to the express provisions 
of the Plan and to applicable law, the Committee shall have full 
power and authority to:  (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under 
the Plan; (iii) determine the number of Shares to be covered by (or 
with respect to which payments, rights or other matters are to be 
calculated in connection with) each Award; (iv) determine the terms 
and conditions of any Award or Award Agreement; (v) amend the terms
and conditions of any Award or Award Agreement and accelerate the 
exercisability of Options or the lapse of restrictions relating to 
Restricted Stock, Restricted Stock Units or other Awards; (vi) 
determine whether, to what extent and under what circumstances Awards 
may be exercised in cash, Shares, other securities, other Awards or 
other property, or canceled, forfeited or suspended; (vii) determine 
whether, to what extent and under what circumstances cash, Shares, 
promissory notes, other securities, other Awards, other property and 
other amounts payable with respect to an Award under the Plan shall 
be deferred either automatically or at the election of the holder 
thereof or the Committee; (viii) interpret and administer the Plan 
and any instrument or agreement, including an Award Agreement, relating
to the Plan; (ix) establish, amend, suspend or waive such rules and 
regulations and appoint such agents as it shall deem appropriate for 
the proper administration of the Plan; and (x) make any other 
determination and take any other action that the Committee deems 
necessary or desirable for the administration of the Plan.  Unless 
otherwise expressly provided in the Plan, all designations, 
determinations, interpretations and other decisions under or with 
respect to the Plan or any Award shall be within the sole discretion 
of the Committee, may be made at any time and shall be final, 
conclusive and binding upon any Participant, any holder or 
beneficiary of any Award and any employee of the Company or 
any Affiliate.

  (b) Delegation.  The Committee may delegate its powers and duties 
under the Plan to one or more Directors or a committee of Directors,
subject to such terms, conditions and limitations as the Committee 
may establish in its sole discretion.

  (c) Power and Authority of the Board of Directors.  Notwithstanding 
anything to the contrary contained herein, the Board may, at any time
and from time to time, without any further action of the Committee, 
exercise the powers and duties of the Committee under the Plan.

Section 4.  Shares Available for Awards.

  (a) Shares Available.  Subject to adjustment as provided in 
Section 4(c) of the Plan, the aggregate number of Shares that may be
issued under all Awards under the Plan shall be 1,300,000.  Shares to
be issued under the Plan may be either authorized but unissued Shares
or Shares acquired in the open market or otherwise.  Any Shares that 
are used by a Participant as full or partial payment to the Company 
of the purchase price relating to an Award, or in connection with the 
satisfaction of tax obligations relating to an Award, shall again be 
available for granting Awards (other than Incentive Stock Options) 
under the Plan.  In addition, if any Shares covered by an Award or 
to which an Award relates are not purchased or are forfeited, or if 
an Award otherwise terminates without delivery of any Shares, then 
the number of Shares counted against the aggregate number of Shares 
available under the Plan with respect to such Award, to the extent 
of any such forfeiture or termination, shall again be available for 
granting Awards under the Plan.  Notwithstanding the foregoing, the 
number of Shares available for granting Incentive Stock Options under
the Plan shall not exceed 1,300,000, subject to adjustment as provided
in the Plan and subject to the provisions of Section 422 or 424 of 
the Code or any successor provision.

  (b) Accounting for Awards.  For purposes of this Section 4, if an 
Award entitles the holder thereof to receive or purchase Shares, the 
number of Shares covered by such Award or to which such Award relates 
shall be counted on the date of grant of such Award against the 
aggregate number of Shares available for granting Awards under the 
Plan.

  (c) Adjustments.  In the event that the Committee shall determine 
that any dividend or other distribution (whether in the form of cash, 
Shares, other securities or other property), recapitalization, stock 
split, reverse stock split, reorganization, merger, consolidation, 
split-up, spin-off, combination, repurchase or exchange of Shares or
other securities of the Company, issuance of warrants or other rights 
to purchase Shares or other securities of the Company or other similar
corporate transaction or event affects the Shares such that an 
adjustment is determined by the Committee to be appropriate in order 
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall,
in such manner as it may deem equitable, adjust any or all of (i) the 
number and type of Shares (or other securities or other property) that 
thereafter may be made the subject of Awards, (ii) the number and type 
of Shares (or other securities or other property) subject to outstanding
Awards and (iii) the purchase or exercise price with respect to any 
Award; provided, however, that the number of Shares covered by any Award
or to which such Award relates shall always be a whole number.

  (d) Award Limitations Under the Plan.  No Eligible Person may be 
granted any Award or Awards under the Plan, the value of which Award or 
Awards is based solely on an increase in the value of the Shares after 
the date of grant of such Award or Awards, for more than 50,000 Shares
(subject to adjustment as provided for in Section 4(c) of the Plan), 
in the aggregate in any calendar year.  The foregoing annual limitation 
specifically includes the grant of any Award or Awards representing 
"qualified performance-based compensation" within the meaning of Section
162(m) of the Code.

Section 5.  Eligibility.

Any Eligible Person shall be eligible to be designated a Participant. 
In determining which Eligible Persons shall receive an Award and the 
terms of any Award, the Committee may take into account the nature of 
the services rendered by the respective Eligible Persons, their present 
and potential contributions to the success of the Company or such other 
factors as the Committee, in its discretion, shall deem relevant.  
Notwithstanding the foregoing, an Incentive Stock Option may only be 
granted to full or part-time employees (which term as used herein 
includes, without limitation, officers and Directors who are also 
employees), and an Incentive Stock Option shall not be granted to an 
employee of an Affiliate unless such Affiliate is also a "subsidiary 
corporation" of the Company within the meaning of Section 424(f) of 
the Code or any successor provision.

Section 6.  Awards.

  (a) Options.  The Committee is hereby authorized to grant Options 
to Participants with the following terms and conditions and with such 
additional terms and conditions not inconsistent with the provisions 
of the Plan as the Committee shall determine:

      (i) Exercise Price.  The purchase price per Share purchasable 
under an Option shall be determined by the Committee; provided, however, 
that such purchase price shall not be less than 100% of the Fair Market 
Value of a Share on the date of grant of such Option.

      (ii) Option Term.  The term of each Option shall be fixed by the 
Committee.

      (iii) Time and Method of Exercise.  The Committee shall determine 
the time or times at which an Option may be exercised in whole or in part 
and the method or methods by which, and the form or forms (including, 
without limitation, cash, Shares, promissory notes, other securities, 
other Awards or other property, or any combination thereof, having a 
Fair Market Value on the exercise date equal to the relevant exercise 
price) in which, payment of the exercise price with respect thereto 
may be made or deemed to have been made.

      (iv) Reload Options.  The Committee may grant Reload Options, 
separately or together with another Option, pursuant to which, subject 
to the terms and conditions established by the Committee, the Participant
would be granted a new Option when the payment of the exercise price of 
a previously granted option is made by the delivery of Shares owned by 
the Participant pursuant to Section 6(a)(iii) of the Plan or the 
relevant provisions of another plan of the Company, and/or when Shares 
are tendered or withheld as payment of the amount to be withheld under 
applicable income tax laws in connection with the exercise of an Option, 
which new Option would be an Option to purchase the number of Shares not 
exceeding the sum of (A) the number of Shares so provided as 
consideration upon the exercise of the previously granted option to 
which such Reload Option relates and (B) the number of Shares, if any,
tendered or withheld as payment of the amount to be withheld under 
applicable tax laws in connection with the exercise of the option to 
which such Reload Option relates pursuant to the relevant provisions 
of the plan or agreement relating to such option.  Reload Options 
may be granted with respect to Options previously granted under the Plan
or any other stock option plan of the Company or may be granted in 
connection with any Option granted under the Plan or any other stock 
option plan of the Company at the time of such grant.  Such Reload 
Options shall have a per share exercise price equal to the Fair Market 
Value of one Share as of the date of grant of the new Option.  Any 
Reload Option shall be subject to availability of sufficient Shares 
for grant under the Plan.

  (b) Stock Appreciation Rights.  The Committee is hereby authorized to 
grant Stock Appreciation Rights to Participants subject to the terms of 
the Plan and any applicable Award Agreement.  A Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to 
receive upon exercise thereof the excess of (i) the Fair Market Value 
of one Share on the date of exercise (or, if the Committee shall 
determine, at any time during a specified period before or after the 
date of exercise) over (ii) the grant price of the Stock Appreciation 
Right as specified by the Committee, which price shall not be less than 
100% of the Fair Market Value of one Share on the date of grant of the 
Stock Appreciation Right.  Subject to the terms of the Plan and any 
applicable Award Agreement, the grant price, term, methods of exercise,
dates of exercise, methods of settlement and any other terms and 
conditions of any Stock Appreciation Right shall be as determined by 
the Committee.  The Committee may impose such conditions or 
restrictions on the exercise of any Stock Appreciation Right as it may 
deem appropriate.

  (c) Restricted Stock and Restricted Stock Units.  The Committee is 
hereby authorized to grant Restricted Stock and Restricted Stock Units
to Participants with the following terms and conditions and with such 
additional terms and conditions not inconsistent with the provisions of
the Plan as the Committee shall determine:

      (i) Restrictions.  Shares of Restricted Stock and Restricted 
Stock Units shall be subject to such restrictions as the Committee may 
impose (including, without limitation, a waiver by the Participant of 
the right to vote or to receive any dividend or other right or property 
with respect thereto), which restrictions may lapse separately or in 
combination at such time or times, in such installments or otherwise 
as the Committee may deem appropriate.

      (ii) Stock Certificates.  Any Restricted Stock granted under the 
Plan shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the terms, conditions and restrictions 
applicable to such Restricted Stock.  In the case of Restricted Stock 
Units, no Shares shall be issued at the time such Awards are granted.

      (iii) Forfeiture.  Except as otherwise determined by the 
Committee, upon termination of employment (as determined under criteria 
established by the Committee) during the applicable restriction period, 
all Shares of Restricted Stock and all Restricted Stock Units at such 
time subject to restriction shall be forfeited and reacquired by the 
Company; provided, however, that the Committee may, when it finds that a 
waiver would be in the best interest of the Company, waive in whole or 
in part any or all remaining restrictions with respect to Shares of 
Restricted Stock or Restricted Stock Units.  Upon the lapse or waiver 
of restrictions and the restricted period relating to Restricted Stock 
Units evidencing the right to receive Shares, such Shares shall be 
issued and delivered to the holders of the Restricted Stock Units.

  (d) Performance Awards.  The Committee is hereby authorized to grant 
Performance Awards to Participants subject to the terms of the Plan and 
any applicable Award Agreement.  A Performance Award granted under the 
Plan (i) may be denominated or payable in cash, Shares (including, 
without limitation, Restricted Stock and Restricted Stock Units), other 
securities, other Awards or other property and (ii) shall confer on the 
holder thereof the right to receive payments, in whole or in part, upon 
the achievement of such performance goals during such performance 
periods as the Committee shall establish.  Subject to the terms of the 
Plan and any applicable Award Agreement, the performance goals to be 
achieved during any performance period, the length of any performance 
period, the amount of any Performance Award granted, the amount of any 
payment or transfer to be made pursuant to any Performance Award and 
any other terms and conditions of any Performance Award shall be 
determined by the Committee.

  (e) Other Stock Grants.  The Committee is hereby authorized, subject 
to the terms of the Plan and any applicable Award Agreement, to grant
to Participants Shares without restrictions thereon as are deemed by 
the Committee to be consistent with the purpose of the Plan.

  (f) Other Stock-Based Awards.  The Committee is hereby authorized to 
grant to Participants subject to the terms of the Plan and any applicable 
Award Agreement, such other Awards that are denominated or payable in, 
valued in whole or in part by reference to, or otherwise based on or 
related to, Shares (including, without limitation, securities convertible
into Shares), as are deemed by the Committee to be consistent with the 
purpose of the Plan. Shares or other securities delivered pursuant to a 
purchase right granted under this Section 6(f) shall be purchased for such 
consideration, which may be paid by such method or methods and in 
form or forms (including, without limitation, cash, Shares, promissory 
notes, other securities, other Awards or other property or any 
combination thereof), as the Committee shall determine, the value of 
which consideration, as established by the Committee, shall not be less
than 100% of the Fair Market Value of such Shares or other securities as
of the date such purchase right is granted.

  (g) General.

      (i) No Cash Consideration for Awards.  Awards shall be granted 
for no cash consideration or for such minimal cash consideration as may
be required by applicable law.

      (ii) Awards May Be Granted Separately or Together.  Awards may, 
in the discretion of the Committee, be granted either alone or in 
addition to, in tandem with or in substitution for any other Award or 
any award granted under any plan of the Company or any Affiliate other 
than the Plan.  Awards granted in addition to or in tandem with other 
Awards or in addition to or in tandem with awards granted under any such
other plan of the Company or any Affiliate may be granted either at the 
same time as or at a different time from the grant of such other Awards
or awards.

      (iii) Forms of Payment under Awards.  Subject to the terms of the 
Plan and of any applicable Award Agreement, payments or transfers to be 
made by the Company or an Affiliate upon the grant, exercise or payment
of an Award may be made in such form or forms as the Committee shall 
determine (including, without limitation, cash, Shares, promissory notes,
other securities, other Awards or other property or any combination 
thereof), and may be made in a single payment or transfer, in 
installments or on a deferred basis, in each case in accordance with 
rules and procedures established by the Committee.  Such rules and 
procedures may include, without limitation, provisions for the payment 
or crediting of reasonable interest on installment or deferred payments 
or the grant or crediting of dividend equivalents with respect to 
installment or deferred payments.

      (iv) Limits on Transfer of Awards.  No Award (other than Other 
Stock Grants) and no right under any such Award shall be transferable
by a Participant otherwise than by will or by the laws of descent and 
distribution; provided, however, that, if so determined by the 
Committee, a Participant may, in the manner established by the Committee,
transfer Options (other than Incentive Stock Options) or designate a 
beneficiary or beneficiaries to exercise the rights of the Participant 
and receive any property distributable with respect to any Award upon
the death of the Participant.  Each Award or right under any Award shall 
be exercisable during the Participant's lifetime only by the Participant
or, if permissible under applicable law, by the Participant's guardian 
or legal representative.  No Award or right under any such Award may be 
pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance thereof shall be void and 
unenforceable against the Company or any Affiliate.

      (v) Term of Awards.  The term of each Award shall be for such 
period as may be determined by the Committee.

      (vi) Restrictions; Securities Exchange Listing.  All Shares or 
other securities delivered under the Plan pursuant to any Award or the 
exercise thereof shall be subject to such restrictions as the Committee 
may deem advisable under the Plan, applicable federal or state securities
laws and regulatory requirements, and the Committee may cause appropriate
entries to be made or legends to be affixed to reflect such restrictions.
If any securities of the Company are traded on a securities exchange, the 
Company shall not be required to deliver any Shares or other securities 
covered by an Award unless and until such Shares or other securities have
been admitted for trading on such securities exchange.

Section 7.  Amendment and Termination; Adjustments.

  (a) Amendments to the Plan.  The Board may amend, alter, suspend, 
discontinue or terminate the Plan at any time; provided, however, that, 
notwithstanding any other provision of the Plan or any Award Agreement, 
without the approval of the shareholders of the Company, no such 
amendment, alteration, suspension, discontinuation or termination shall 
be made that, absent such approval:

      (i) would violate the rules or regulations of the NASDAQ 
National Market System or any securities exchange that are 
to the Company; or

      (ii) would cause the Company to be unable, under the Code, to 
grant Incentive Stock Options under the Plan.

  (b) Amendments to Awards.  The Committee may waive any conditions of 
or rights of the Company under any outstanding Award, prospectively or 
retroactively.  Except as otherwise provided herein or in the Award 
Agreement, the Committee may not amend, alter, suspend, discontinue or 
terminate any outstanding Award, prospectively or retroactively, if such 
action would adversely affect the rights of the holder of such Award, 
without the consent of the Participant or holder or beneficiary thereof.

  (c) Correction of Defects, Omissions and Inconsistencies.  The 
Committee may correct any defect, supply any omission or reconcile any 
inconsistency in the Plan or any Award in the manner and to the extent 
it shall deem desirable to carry the Plan into effect.

Section 8.  Income Tax Withholding; Tax Bonuses.

  (a) Withholding.  In order to comply with all applicable federal or 
state income tax laws or regulations, the Company may take such action
as it deems appropriate to ensure that all applicable federal or state
payroll, withholding, income or other taxes, which are the sole and 
absolute responsibility of a Participant, are withheld or collected 
from such Participant.  In order to assist a Participant in paying all 
or a portion of the federal and state taxes to be withheld or collected
upon exercise or receipt of (or the lapse of restrictions relating to) 
an Award, the Committee, in its discretion and subject to such additional
terms and conditions as it may adopt, may permit the Participant to satisfy
such tax obligation by (i) electing to have the Company withhold a portion
of the Shares otherwise to be delivered upon exercise or receipt of (or 
the lapse of restrictions relating to) such Award with a Fair Market Value
equal to the amount of such taxes or (ii) delivering to the Company Shares
other than Shares issuable upon exercise or receipt of (or the lapse of 
restrictions relating to) such Award with a Fair Market Value equal to 
the amount of such taxes.  The election, if any, must be made on or 
before the date that the amount of tax to be withheld is determined.

  (b) Tax Bonuses.  The Committee, in its discretion, shall have the 
authority, at the time of grant of any Award under this Plan or at any 
time thereafter, to approve cash bonuses to designated Participants to 
be paid upon their exercise or receipt of (or the lapse of restrictions 
relating to) Awards in order to provide funds to pay all or a portion of
federal and state taxes due as a result of such exercise or receipt (or 
the lapse of such restrictions).  The Committee shall have full 
authority in its discretion to determine the amount of any such tax bonus.

Section 9.  General Provisions.

  (a) No Rights to Awards.  No Eligible Person, Participant or other 
Person shall have any claim to be granted any Award under the Plan, and 
there is no obligation for uniformity of treatment of Eligible Persons, 
Participants or holders or beneficiaries of Awards under the Plan.  The 
terms and conditions of Awards need not be the same with respect to any 
Participant or with respect to different Participants.

  (b) Award Agreements.  No Participant will have rights under an Award 
granted to such Participant unless and until an Award Agreement shall have
been duly executed on behalf of the Company and, if requested by the 
Company, signed by the Participant.

  (c) No Limit on Other Compensation Arrangements.  Nothing contained 
in the Plan shall prevent the Company or any Affiliate from adopting or 
continuing in effect other or additional compensation arrangements, and 
such arrangements may be either generally applicable or applicable only 
in specific cases.

  (d) No Right to Employment.  The grant of an Award shall not be 
construed as giving a Participant the right to be retained in the employ 
of the Company or any Affiliate, nor will it affect in any way the right 
of the Company or an Affiliate to terminate such employment at any time, 
with or without cause.  In addition, the Company or an Affiliate may at 
any time dismiss a Participant from employment free from any liability 
or any claim under the Plan or any Award, unless otherwise expressly 
provided in the Plan or in any Award Agreement.

  (e) Governing Law.  The validity, construction and effect of the Plan 
or any Award, and any rules and regulations relating to the Plan or any 
Award, shall be determined in accordance with the laws of the State of 
Minnesota.

  (f) Severability.  If any provision of the Plan or any Award is or 
becomes or is deemed to be invalid, illegal or unenforceable in any 
jurisdiction or would disqualify the Plan or any Award under any law 
deemed applicable by the Committee, such provision shall be construed 
or deemed amended to conform to applicable laws, or if it cannot be so 
construed or deemed amended without, in the determination of the 
Committee, materially altering the purpose or intent of the Plan or the 
Award, such provision shall be stricken as to such jurisdiction or Award, 
and the remainder of the Plan or any such Award shall remain in full 
force and effect.

  (g) No Trust or Fund Created.  Neither the Plan nor any Award shall 
create or be construed to create a trust or separate fund of any kind 
or a fiduciary relationship between the Company or any Affiliate and a 
Participant or any other Person.  To the extent that any Person acquires
a right to receive payments from the Company or any Affiliate pursuant 
to an Award, such right shall be no greater than the right of any 
unsecured general creditor of the Company or any Affiliate.

  (h) No Fractional Shares.  No fractional Shares shall be issued or 
delivered pursuant to the Plan or any Award, and the Committee shall 
determine whether cash shall be paid in lieu of any fractional Shares or 
whether such fractional Shares or any rights thereto shall be canceled, 
terminated or otherwise eliminated.

  (i) Headings.  Headings are given to the Sections and subsections
of the Plan solely as a convenience to facilitate reference.  Such 
headings shall not be deemed in any way material or relevant to the 
construction or interpretation of the Plan or any provision thereof.

Section 10.  Effective Date of the Plan.

The Plan was approved by the Board on December 14, 1998, subject to 
approval by the shareholders of the Company within twelve (12) months
thereafter.  Any Award granted under the Plan prior to shareholder 
approval of the Plan shall be subject to shareholder approval of the 
Plan.

Section 11.  Term of the Plan.

No Award shall be granted under the Plan after December 13, 2008 or any 
earlier date of discontinuation or termination established pursuant to 
Section 7(a) of the Plan.  However, unless otherwise expressly provided 
in the Plan or in an applicable Award Agreement, any Award theretofore 
granted may extend beyond such date.