Exhibit 10(a)(vi)

	THE MONTANA POWER COMPANY
	1998 LONG-TERM INCENTIVE PLAN


SECTION ONE.
PURPOSE OF PLAN

	The purpose of The Montana Power Company Long-Term Incentive Plan is to 
reward employees who make important contributions to the continued growth, 
development and financial success of The Montana Power Company or one or 
more of its subsidiaries, and to attract and retain such employees.  The 
Plan is intended to stimulate individual performance by eligible employees 
so that specific long-term goals increasing the profitability of the Company 
and its subsidiaries may be achieved for the benefit of customers and 
shareholders.

SECTION TWO.
DEFINITIONS

	The following definitions are applicable herein:

	"Award" means the award to a Participant of Restricted Stock, an Option, 
a Stock Appreciation Right, a Performance Share or a Dividend Equivalent 
Share.

	"Award Period" means the period of time specified by the Committee with 
respect to an Award during which (i) Restricted Shares will remain 
restricted, or (ii) the conditions precedent to the right to receive payment 
with respect to Performance Shares must be met.

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

	"Book Value" means the book value of a share of Common Stock determined 
in accordance with the Company's regular accounting practices.  Any such 
determination, in the absence of manifest error, shall be conclusive.

	"Code" means the Internal Revenue Code of 1986, as amended.  Reference 
in the Plan to any section of the Code shall be deemed to include any 
amendments or successor provisions to such section and any regulations 
promulgated thereunder.

	"Committee" means the committee, consisting of two or more members of 
the Board who are not Eligible Employees and who are otherwise qualified, to 
the extent required, to administer the Plan for purposes of Section 16 of 
the Exchange Act and the rules thereunder.

	"Common Stock" means the common stock, without par value, of the 
Company.

	"Company" means The Montana Power Company and its successors, including 
any company specified in Section Sixteen I.

	"Covered Participant" means a Participant who is a "covered employee" as 
defined in Section 162(m)(3) of the Code. 

	"Date of Disability" means the date on which a Participant is classified 
as under a Disability.

	"Date of Grant" means the date on which an Award is granted by the 
Committee or such later date as may be specified by the Committee in making 
such grant.

	"Date of Retirement" means the date of Retirement or Earlier Than Normal 
Retirement.

	"Disability" means a physical or mental impairment that prevents a 
Participant from performing the essential functions of the Participant's 
regular occupation and which can be expected to result in death or which has 
lasted or can be expected to last for a continuous period of not less than 
twelve months.

	"Dividend Equivalent Shares" has the meaning assigned in Section Eleven 
A.

	"Earlier than Normal Retirement" means the retirement, with the consent 
of the Company, of an employee prior to that employee's Normal Retirement 
Date.

	"Eligible Employee" means any person employed by the Company or a 
Subsidiary on a regularly scheduled basis during any portion of a period for 
which an Award is made (including employees who are members of the Board or 
of the Board of Directors of any Subsidiary, but excluding any such director 
who is not otherwise so regularly employed) and who satisfies the 
requirements of Section Six.

	"Exchange Act" means the Securities Exchange Act of 1934, as amended.

	"Fair Market Value" means as follows: (i) for Options, and Stock 
Appreciation Rights, the average of the high and low prices for the Common 
Stock as reported on the New York Stock Exchange Composite Tape on a 
specified date, or, if the Common Stock shall not have traded on any 
specified date, the next preceding date on which it shall have traded; and 
(ii) for Performance Shares, the average of the reported closing prices of 
the Common Stock on the New York Stock Exchange for 30 consecutive trading 
days prior to a specified date.

	"Incentive Stock Option" means an incentive stock option within the 
meaning of Section 422 of the Code.

	"Normal Retirement Date" is the retirement date as described in the 
Company's or a Subsidiary's retirement or pension plan.

	"Option" has the meaning assigned in Section Eight A.

	"Option Holder" means a Participant who has received an Award of an 
Option.

	"Participant" means an Eligible Employee who has been granted an Award 
under this Plan.

	"Performance Criteria" means the objectives established by the Committee 
for a Performance Period, for the purpose of determining when an Award 
subject to such objectives has been earned.

	"Performance Period" means the time period designated by the Committee 
during which performance goals must be met in order for a Participant to 
obtain a performance-based Award.

	"Plan" means The Montana Power Company 1998 Long-Term Incentive Plan, as 
it may be amended from time-to-time.

	"Performance Share" has the meaning assigned in Section Ten A.  

	"Restricted Stock" has the meaning assigned in Section Seven A.

	"Retirement" means retirement on or after the Normal Retirement Date.

	"Stock Appreciation Right" has the meaning assigned in Section Nine A.

	"Subsidiary" means any corporation of which 50% or more of its 
outstanding voting stock or voting power is beneficially owned, directly or 
indirectly, by the Company.

	"Termination" means resignation or discharge from employment with the 
Company or any of its Subsidiaries, except in the event of death, 
disability, retirement or earlier than normal retirement.

SECTION THREE.
EFFECTIVE DATE AND DURATION

	A.	Effective Date.

	The Plan shall be effective as of May 12, 1998, subject to shareholder 
approval.

	B.	Period for Grants of Awards.

	Awards may be granted on and after the effective date through the period 
ending May 12, 2008.

	C.	Termination

	The Plan shall continue in effect until all matters relating to the 
payment of Awards and administration of the Plan have been settled.


SECTION FOUR.
ADMINISTRATION

	The Plan shall be administered by the Committee which still have all of 
the powers respecting the Plan (other than amending the Plan as provided in 
Section Fifteen); provided, however, that the Committee, in its discretion, 
may delegate to one or more of its members or to one or more agents such 
administrative duties as it may deem advisable.  The Committee or any person 
to whom it has delegated duties may employ attorneys, consultants, 
accountants or other persons and the Committee shall be entitled to rely 
upon the advice, opinions or evaluations of any such persons.  
Notwithstanding the foregoing, the Committee may not delegate its authority 
if such delegation would cause a violation of the requirements of Section 16 
of the Exchange Act and the rules thereunder.  All questions of 
interpretation and application of the Plan, or of the terms and conditions 
pursuant to which Awards are granted, exercised or forfeited under the 
provisions hereof, shall be subject to the determination of the Committee.  
Any such determination shall be final and binding upon all parties affected 
thereby.


SECTION FIVE.
GRANT OF AWARDS AND LIMITATION OF NUMBER OF SHARES AWARDED

	The Committee may, from time-to-time, grant Awards to one or more 
Eligible Employees, provided that (i) subject to any adjustment pursuant to 
Section Sixteen H, the aggregate number of shares of Common Stock subject to 
Award under the Plan (including those constituting the basis for Awards) may 
not exceed 2,000,000 shares; and (ii) to the extent that an Award shall 
expire without either being exercised or the benefits thereof paid, the 
shares of Common Stock pertaining to such Award shall again be available for 
the grant of an Award to the maximum extent permissible under Section 16 of 
the Exchange Act.  Shares delivered by the Company under the Plan may be 
authorized but unissued Common Stock, Common Stock held in the treasury of 
the Company or Common Stock purchased on the open market (including private 
purchases).  In granting Awards, the Committee shall establish criteria, 
such as the growth, financial and other performance and achievement of 
specified goals of the Company and/or one or more of its Subsidiaries, 
against which the performance of the Participant shall be measured, and 
shall take into account such matters as each Participant's position and 
compensation, the Fair Market Value of the Common Stock at the Date of 
Grant, economic conditions and such other matters as it shall deem to be 
appropriate.  Participants subject to Section 16 of the Exchange Act shall 
sell stock acquired pursuant to the Plan in accordance with the rules 
promulgated under Section 16 of the Exchange Act.


SECTION SIX.
ELIGIBILITY

	Eligible Employees are full-time employees who, in the opinion of the 
Committee, contribute to the continued growth, development and financial and 
other successes of the Company or one or more of its Subsidiaries.  The 
Committee, from time-to-time, shall select from the Eligible Employees those 
to whom Awards shall be granted and determine the size of such Awards.  No 
Eligible Employee of the Company or any of its Subsidiaries shall have any 
right to an Award.


SECTION SEVEN.
RESTRICTED STOCK

	A.	Grants of Restricted Stock.

	Restricted Stock shall mean shares of Common Stock awarded pursuant to 
this Section Seven.  Shares of Restricted Stock shall be issued to 
Participants without payment of cash consideration.  A Certificate for 
Restricted Stock shall be issued in the name of each Participant receiving 
such an Award and shall bear a restrictive legend prohibiting the sale, 
transfer, pledge or hypothecation of the Restricted Stock evidenced thereby 
until the expiration of the restricted period.

	Holders of Restricted Stock shall have the right to vote such Stock.  In 
granting a Restricted Stock Award, the Committee may authorize the 
Participant to receive the cash dividends payable with respect to such Stock 
or may direct that they be retained by the Company.

	B.	Restriction Period.

	At the time of each grant of a Restricted Stock Award, the Committee 
shall establish the restriction period applicable to such Award.  Each 
restriction period shall be a period within which must be accomplished the 
achievement of such Company or Subsidiary performance standards or the 
fulfillment of such other terms and conditions as may be determined, in its 
sole discretion, by the Committee.  Notwithstanding the other provisions of 
this Section Seven B:  (i) in the event of a public tender for all or any 
portion of the Common Stock or in the event that any proposal to merge or 
consolidate the Company with another company is submitted to the 
stockholders of the Company for a vote, the Committee, in its sole 
discretion, may change or eliminate the restriction period with respect to 
any and all Restricted Stock Awards; and (ii) the Committee, in its sole 
discretion, may change or eliminate the Award Period with respect to any 
Restricted Stock Award whenever it shall determine that changes in tax or 
other laws, or in rules or regulations promulgated thereunder, or material 
and unforeseen events or circumstances arising after the Date of Grant of 
such Restricted Stock Award make such action appropriate.

	C.	Removal of Restrictions; Forfeiture of Shares.

	Upon completion of the restriction period pertaining to an Award of 
Restricted Stock and the fulfillment of the terms and conditions with 
respect thereto, all restrictions upon such Restricted Stock will expire and 
a new certificate representing such Stock will be issued without the 
restrictive legend described in Section Seven A.  In the event of the 
disability or death of a Participant prior to the issuance of such new 
certificate, such certificate will be issued to such Participant's guardian, 
executor, administrator or heir.

	Should the terms and conditions with respect to an Award of Restricted 
Stock not be satisfied, the Participant shall have no further right, title 
or interest in or to such Restricted Stock and shall surrender the 
certificate representing shares of such Stock to the Committee.


SECTION EIGHT.
STOCK OPTIONS

	A.	Grants of Options.

	An Option shall mean the Award of the right to purchase shares of Common 
Stock pursuant to this Section Eight, and may be either an Incentive Stock 
Option or a non-statutory stock option.

	B.	Stock Option Agreement.

	Each Award of an Option shall be evidenced by a written option agreement 
containing the terms and conditions set forth in this Section Eight and such 
other terms and conditions as may be determined, in its sole discretion, by 
the Committee, including, without limitation, provisions to qualify such 
Option as an Incentive Stock Option.  Each such option agreement shall be 
subject to the provisions applicable to Options set forth in the Plan, 
whether or not such provisions shall be set forth in such agreement.

	C.	Option Price.

	The Option Price per share of Common Stock shall be set in the Award by 
the Committee, and in the case of non-statutory stock option the price may 
not be less than 85% of the Fair Market Value at the Date of Grant, but, in 
the case of an Incentive Stock Option, shall be not less than 100% of the 
Fair Market Value at the Date of Grant.

	D.	Form of Payment.

	At the time of the exercise of an Option, the Option price shall be 
payable in full in cash or in other shares of Common Stock (whether already 
owned or pursuant to a cashless exercise) or in a combination of both.  If 
Common Stock shall constitute payment of all or a portion of the Option 
Price, it shall be valued at the Fair Market Value on the date the Option is 
exercised.  To the extent required, such exercise and payment shall be 
effected in accordance with Section 16 of the Exchange Act and the rules 
thereunder.

	E.	Right to Exercise.

	Each Option shall become exercisable within such period as the 
Committee, in its sole discretion, shall determine.  Unless the Committee 
shall determine that an Option may only be exercised in whole, it may be 
exercised in whole at any time or in part from time-to-time.

	In the event of a public tender for all or any portion of the Common 
Stock or in the event that any proposal to merge or consolidate the Company 
with another company is submitted to the stockholders of the Company for a 
vote, the Committee, in it sole discretion, may declare any Option to be 
immediately exercisable.

	The Committee, in its sole discretion, may declare any Option to be 
immediately exercisable whenever it shall determine that changes in tax or 
other laws, or in rules or regulations promulgated thereunder, or material 
and unforeseen events or circumstances arising after the Date of Grant of 
such Option make such action appropriate.

	An Option may be exercised only by the Option Holder or, in the event of 
the legal disability or death of such Option Holder, by such Option Holder's 
legal guardian, executor, administrator or heir.

	F.	Expiration of Options.

	An Option will expire upon the first to occur of the following: (i) the 
expiration of the period within which it may be exercised as determined by 
the Committee; (ii) the tenth anniversary of its Date of Grant; (iii) the 
lapse of three months following the Option Holder's Date of Retirement; (iv) 
the Option Holder's Termination; (v) the lapse of a period of one year 
following the date of the Option Holder's disability or death; or (vi) to 
the extent of the exercise of related Stock Appreciation Rights, upon the 
exercise of such Rights.

	G.	Rights as a Stockholder.

	An Option Holder shall have no rights as a stockholder with respect to 
any shares of Common Stock covered by an Option until the date, following 
the exercise of the Option, of the issuance of either a certificate for the 
Common Stock or a book entry of the Common Stock with respect to which the 
Option has been exercised.  No adjustment shall be made for dividends, 
distributions or other rights for which the record date occurs prior to the 
date such certificate shall be issued, except as provided in Section Sixteen 
H.

	H.	Modification, Extension and Renewal of Options.

	The Committee, in its sole discretion, may modify, extend or renew 
outstanding Options, or exchange outstanding Options for new Options; 
provided, however, that no modification of an outstanding Option, without 
the consent of the Option Holder, shall adversely effect the rights of such 
Option Holders under such Option.

	I.	Early Disposition of Common Stock.

	If a Participant shall dispose of any Common Stock purchased pursuant to 
an Incentive Stock Option within one year from the date on which such Stock 
was acquired or within two years from the Date of Grant of such Option, 
then, to provide the Company with the opportunity to claim the benefit of 
any income tax deduction which may be available to it under the 
circumstances, such Participant, within ten days of such disposition, shall 
notify the Company of the dates of acquisition and disposition of such 
Stock, the number of shares so disposed of and the consideration, if any, 
received therefore.

	J.	Individual Dollar Limitations.

	The aggregate Fair Market Value (determined at the time of Award) of the 
Common Stock with respect to which an Incentive Stock Option shall be 
exercisable for the first time during any calendar year (whether under this 
Plan or another plan or arrangement of the Company or any of its 
Subsidiaries) shall not exceed $100,000 (or such other limit as may be in 
effect under the Code on the date of Award).


SECTION NINE.
STOCK APPRECIATION RIGHTS

	A.	Grants of Stock Appreciation Rights.

	A Stock Appreciation Right is the right to receive payment of an amount 
equal to the greater of the increase, if any, in the Fair Market Value or 
the Book Value of a share of Common Stock over the period of time between 
the Date of Grant of such Right and its exercise.

	Stock Appreciation Rights may be granted in conjunction with an Option, 
either at the time of Award or thereafter.  Stock Appreciation Rights shall 
be subject to such terms and conditions as the Committee, in its sole 
discretion, shall determine.  Stock Appreciation Rights may be granted only 
in conjunction with an Option, and may not be granted separately from the 
grant of an Option.  Stock Appreciation Rights shall be credited to a Stock 
Appreciation Rights account to be maintained for each Participant.  Stock 
Appreciation Rights shall be granted without the payment of consideration by 
Participants.  The Award of Stock Appreciation Rights shall not entitle the 
Participant to any dividend, voting or other rights of a stockholder of the 
Company.

	B.	Right to Exercise

	Stock Appreciation Rights issued in conjunction with an Option shall be 
exercisable to the extent that such Option shall be exercisable and in lieu 
of the exercise of such Option which, to the extent of the exercise of such 
Stock Appreciation Rights, shall lapse.  

	In the event of a public tender for all or any portion of the Common 
Stock or in the event that any proposal to merge or consolidate the Company 
with another company is submitted to the stockholders of the Company for a 
vote, the Committee, in its sole discretion, may declare any Stock 
Appreciation Rights to be immediately exercisable.  The Committee, in its 
sole discretion, may change or eliminate the Award Period with respect to 
any Stock Appreciation Rights Award whenever it shall determine that changes 
in tax or other laws, or in rules or regulations promulgated thereunder, or 
material or unforeseen events or circumstances arising after the Date of 
Grant of such Stock Appreciation Right Award make such action appropriate.

	A Stock Appreciation Right may be exercised only by the Participant or, 
in the event of the legal disability or death of such Participant, by such 
Participant's legal guardian, executor, administrator or heir.

	C.	Expiration of Stock Appreciation Rights.

	A Stock Appreciation Right granted in conjunction with an Option will 
expire upon the exercise or expiration of the related Option.  

	D.	Deemed Exercise.

	If on the date of expiration of any Stock Appreciation Right (other than 
an expiration by virtue of the exercise of the related Option) such Stock 
Appreciation Right shall not have been exercised, such Stock Appreciation 
Right shall be deemed to have been exercised on such date.

	E.	Payment.

	Upon the exercise of Stock Appreciation Rights, the Participant shall 
receive, in respect of each such Right, payment, in cash or Common Stock or 
a combination of both as the Committee, in its sole discretion, shall 
determine, an amount equal to the greater of:  (i) the excess of the Fair 
Market Value of one share of Common Stock at the date of exercise over the 
Fair Market Value of one share of Common Stock at the Date of Grant, or (ii) 
the excess of the Book Value of one share of Common Stock determined as of 
the end of the calendar month preceding the date of exercise over the Book 
Value of one share of Common Stock determined as of the end of the calendar 
month preceding the Date of Grant.  The number of shares of Common Stock to 
be received upon the exercise of Stock Appreciation Rights shall be 
determined on the basis of the Fair Market Value of the Common Stock on the 
day next preceding the date on which such Stock Appreciation Rights shall 
have been exercised.



SECTION TEN.
PERFORMANCE SHARE AWARDS

	A.	Grants of Performance Shares.

	A Performance Share is the right to receive payment of an amount equal 
to the Fair Market Value of a share of Common Stock at the end of the Award 
Period with respect to such Performance Share.

	The right to receive payment for Performance Shares shall be subject to 
satisfaction of such terms and conditions as the Committee, in its sole 
discretion, may determine.  Performance Shares shall be credited to a 
Performance Share account to be maintained for each Participant.  
Performance Shares shall be issued without the payment of consideration by 
Participants.  The Award of Performance Shares shall not entitle the 
Participant to any dividend, voting or other rights of a stockholder of the 
Company.

	B.	Right to Payment.

	Following the end of the award Period, payment for Performance Shares 
shall be made only if the Committee, in its sole discretion, shall have 
determined that the terms and conditions of such payment shall have been 
fulfilled.  The Committee, in its sole discretion, may change or eliminate 
the Award Period or  modify such terms and conditions with respect to any 
Performance Shares whenever it shall determine that changes in tax or other 
laws, or in rules or regulations promulgated thereunder, or material and 
unforeseen events or circumstances arising after the Date of Grant of such 
Performance Share Award make such action appropriate.  In the event of a 
public tender for all or any portion of the Common Stock or in the event 
that any proposal to merge or consolidate the  Company with another company 
is submitted to the stockholders of the Company for a vote, the Committee, 
in its sole discretion, may change or eliminate the terms and conditions 
with respect to any and all Performance Share Awards.

	C.	Payment.

	Payment in respect of Performance Shares shall be made as soon as 
practicable after the receipt by the Committee of all information, including 
financial statements, necessary to determine whether the terms and 
conditions applicable to such Performance Shares shall have been fulfilled.

	Payment in respect of each Performance Share shall be made in cash or 
Common Stock, or a combination of both, as the Committee, in its sole 
discretion, shall determine in an amount equal to the Fair Market Value, as 
of the day following the end of the Award Period, of one share of Common 
Stock.  The number of shares of Common Stock to be received as payment with 
respect to Performance shares shall be determined on the basis of the Fair 
Market Value of the Common Stock on the day next preceding the day on which 
such shares of Common Stock shall be issued.

SECTION ELEVEN.
DIVIDEND EQUIVALENT SHARES

	A.	Grants of Dividend Equivalent Shares.

	A Dividend Equivalent Share is the right to receive payment of an amount 
calculated as provided below.

	A Participant in conjunction with an Award of Stock Appreciation Rights 
or Performance Shares may be granted, at no cost, the right to accumulated 
Dividend Equivalent Shares based on the dividends declared on the Common 
Stock for record dates occurring during the Award Period for the related 
Stock Appreciation Rights or Performance Shares.  Dividend Equivalent Shares 
shall be credited to a Dividend Equivalent Share Account maintained for each 
recipient.

	Dividend Equivalent Shares shall be calculated in terms of shares of 
Common Stock as of each dividend record date as follows: 

Number of Dividend	Number of related Performance	Per Share
Equivalent Shares 	Shares or Stock Appreciation x	Dividend on
earned	Rights awarded plus previously	Common Stock
	earned Dividend Equivalent Shares
	Book Value of Common Stock

	Dividend Equivalent Shares shall be computed, as of each dividend record 
date, both with respect to the number of related Performance Shares or Stock 
Appreciation Rights awarded and with respect to the number of Dividend 
Equivalent Shares previously earned and not paid during the period prior to 
the dividend record date.

	Book Value shall be determined as of the end of the month preceding any 
dividend record date, unless any record date shall be the last day of the 
month, in which case Book Value shall be determined as of such record date.

	B.	Right to Payment.

	Payment with respect to Dividend Equivalent Shares granted in 
conjunction with an Award of Stock Appreciation Rights shall be made at the 
same time that payment shall be made upon the exercise of such Stock 
Appreciation Rights.  Payment with respect to Dividend Equivalent Shares 
granted in conjunction with Performance Shares shall be made at the same 
time that payment shall be made with respect to such Performance Shares.

	C.	Payment.

	Payment in respect of Dividend Equivalent Shares shall be made in cash 
or Common Stock, or a combination of both, as the Committee, in its sole 
discretion, shall determine.  The number of shares of Common Stock to be 
received as payment with respect to Dividend Equivalent Shares shall be 
determined on the same basis as the number of shares of Common Stock to be 
received as payment with respect to the related Stock Appreciation Rights or 
Performance Shares shall be determined.


SECTION TWELVE.
SPECIAL PROVISIONS APPLICABLE TO COVERED PARTICIPANTS

	Awards to Covered Participants shall be governed by the conditions of 
this Section Twelve in addition to the requirements of Sections Seven 
through Eleven above.  Should conditions set forth under this Section Twelve 
conflict with the requirements of Sections Seven through Eleven, the 
conditions of this Section Twelve shall prevail.

	A.	Performance Criteria.

	All Performance Criteria relating to Covered Participants for a relevant 
Performance Period shall be established by the Committee in writing prior to 
the beginning of the Performance Period, or by such other later date for the 
Performance Period as may be permitted under Section 162(m) of the Code.  
Performance Criteria may include alternative and multiple Performance 
Criteria and will be based on one or more of the following business 
criteria: business or financial goals of the Company, including economic 
value added, absolute or relative levels of total shareholder return, 
revenues, sales, net income, or net worth of the Company, any of its 
Subsidiaries, divisions, business units, or other areas of the Company.

	The Performance Criteria must be objective and must satisfy third party 
"objectivity" standards under Section 162(m) of the Code, and the 
regulations promulgated thereunder.

	The Performance Criteria shall not allow for any discretion by the 
Committee as to an increase in any Award, but discretion to lower an Award 
is permissible.

	The Award and payment of any Award under this Plan to a Covered 
Participant with respect to a relevant Performance Period shall be 
contingent upon the attainment of the Performance Criteria that are 
applicable to such Award.  The Committee shall certify in writing prior to 
payment of any such Award that such applicable Performance Criteria have 
been satisfied.  Resolutions adopted by the Committee may be used for this 
purpose.

	B.	Grants of Options.

	The Option Price per share of Common Stock shall be set in the Award by 
the Committee, and in the case of a non-statutory stock option or Incentive 
Stock Option granted to a Covered Participant the price may not be less than 
the Fair Market Value at the Date of Grant.

	C.	Grants of Stock Appreciation Rights.

	A Stock Appreciation Right granted to a Covered Participant shall be the 
right to receive payment of an amount equal to the increase, if any, in the 
Fair Market Value of a share of Common Stock over the period of time between 
the Date of Grant of such Right and its exercise.  Upon the exercise of a 
Stock Appreciation Right, a Covered Participant shall receive payment in 
cash or Common Stock or a combination of both as the Committee, in its sole 
discretion, shall determine, in an amount equal to the excess of the Fair 
Market Value of one share of Common Stock at the date of exercise over the 
Fair Market Value of one share of Common Stock at the Date of Grant.

	D.	Maximum Awards.

	The aggregate maximum Awards that may be paid (in cash or in shares of 
Common Stock or a combination thereof) to any Covered Participant under the 
Plan during any calendar year shall be an amount equivalent to the Fair 
Market Value of 100,000 shares of Common Stock, such Fair Market Value to be 
determined as of the first day of such calendar year.

	The aggregate maximum number of shares of Common Stock subject to 
Options and Stock Appreciation Rights made to any Covered Participant during 
any calendar year shall be 150,000.

	All Awards to Covered Participants under this Plan shall be further 
subject to such other conditions, restrictions, and requirements as the 
Committee may determine to be necessary to carry out the purposes of this 
Section Twelve.

SECTION THIRTEEN.
FORFEITURE

	In the event a Participant ceases employment during an Award Period, 
Restricted Stock, Stock Appreciation Rights, Performance Shares and Dividend 
Equivalent Shares are subject to forfeiture as follows:

	(i)	Termination - the Award will be completely forfeited as of the 
date of Termination.

	(ii)	Retirement - payout of the Award will be prorated for service 
during the Award period.

	(iii)	Earlier Than Normal Retirement - payout of the Award will be 
prorated for service during the Award period.

	(iv)	Disability - payout of the Award will be prorated for service 
during the Award Period as if the Participant had maintained active 
employment until the Normal Retirement Date.

	(v)	Death - payout of the Award will be prorated for service during 
the Award Period.

	In any instance where payout of an Award is to be prorated, the 
Committee, in its sole discretion, may choose to provide the Participant (or 
the Participant's estate) with the entire payout rather than the prorated 
portion thereof.

	Any Award which is forfeited, in whole or in part, will revert to the 
Plan.


SECTION FOURTEEN.
DEFERRAL ELECTION

	Upon the request of a Participant, the Committee may, in its sole 
discretion, permit a Participant to elect to defer the payout of all or any 
part of any Award which he or she is not entitled to receive during the 
calendar year in which such deferral election is made under such conditions 
as the Committee may establish, including the crediting of reasonable 
interest on deferred amounts denominated in cash and Dividend Equivalent 
Shares on amounts denominated in Common Stock.


SECTION FIFTEEN.
AMENDMENT OF PLAN

	At any time and from time-to-time, the Board may alter, amend, suspend 
or terminate the Plan, in whole or in part, except that:  (i) no such action 
may be taken, without stockholder approval, which increases the benefits 
accruing to Participants pursuant to the Plan, increases the number of 
shares of Common Stock which may be issued pursuant to the Plan (except as 
provided in Section Sixteen H), extends the period for granting Awards under 
the Plan or modifies the requirements as to eligibility for participation in 
the Plan; and (ii) no such action may be taken without the consent of each 
Participant to whom any Award shall theretofore have been granted, which 
adversely affects the rights of such Participant concerning such Award, 
except, in each case, as such alteration, amendment, suspension or 
termination is required by changes in tax or other laws, or by rules or 
regulations promulgated thereunder.

SECTION SIXTEEN.
MISCELLANEOUS PROVISIONS

	A.	Nontransferability.

	No Award under this Plan shall be subject to alienation or assignment by 
a Participant (or by any person entitled to such benefit pursuant to the 
terms of this Plan), nor, to the fullest extent provided by law, shall it be 
subject to attachment or other legal process of whatever nature.  Any 
attempted alienation, assignment or attachment, to the fullest extent 
provided by law, shall be void and of no effect whatsoever.  Payments, 
whether in cash or in shares of Common Stock, shall be made only into the 
hands of the Participant entitled to receive the same or into the hands of 
the Participant's authorized legal representative. Deposit of any sum in any 
financial institution to the credit of any Participant (or of any other 
person entitled to such sum pursuant to the terms of this Plan) shall 
constitute payment into the hands of that Participant (or such person).

	B.	No Employment Right.

	Neither this Plan nor any action taken hereunder shall be construed as 
giving any right to be retained as an officer or other employee of the 
Company or any of its subsidiaries.

	C.	Tax Withholding.

	Either the Company or a Subsidiary, as appropriate, shall have the right 
to deduct from all Awards paid in cash any federal, state or local taxes as 
it shall deem to be required by law to be withheld with respect to such 
payments.  In the case of Awards paid in Common Stock, the employee or other 
person receiving such Common Stock may be required to pay to the Company or 
a Subsidiary, as appropriate, the amount of any such taxes which the Company 
or a Subsidiary is required to withhold with respect to such Stock.  The 
Company shall have the right to withhold any amounts required to be withheld 
on account of any Award from such Participant's compensation from the 
Company or any of its Subsidiaries. At the request of a Participant, or as 
required by law, such sums as may be required for the payment of any 
estimated or accrued income tax liability may be withheld and paid over to 
the governmental entity entitled to receive the same.  Subject to approval 
by the Committee, a Participant may also make payment by tendering shares of 
Common Stock already owned, by having such amounts withheld from shares of 
Common Stock otherwise distributable to him or her upon the exercise or 
vesting of any Award or pursuant to a cashless exercise.  Such payments 
shall, to the extent required, be effected in accordance with Section 16 of 
the Exchange Act and the rules thereunder.

	D.	Fractional Shares.

	Any fractional shares shall be eliminated at the time of payment or 
payout by payment of cash.

	E.	Government and Other Regulations.

	The obligation of the Company to make payment of Awards in Common Stock 
or otherwise shall be subject to all applicable laws, rules and regulations, 
and to such approvals by any government agencies as may be required.  Except 
as required by law, the Company shall be under no obligation to register 
under the Securities Act of 1933, as amended ("Act"), any of the shares of 
Common Stock issued, delivered or paid in settlement under the Plan.  If 
Common Stock awarded under the Plan may in certain circumstances be exempt 
from registration under the Act, the Company may restrict its transfer in 
such manner as it deems advisable to ensure such exempt status.

	F.	Indemnification.

	Each person who is or at any time serves as a member of the Committee 
(and each person to whom the Committee has delegated any of its authority or 
power under this Plan pursuant to Section Four) shall be indemnified and 
held harmless by the Company against and from (i) any loss, cost, liability, 
or expenses that may be imposed upon or reasonably incurred by such person 
in connection with or resulting from any claim, action, suit, or proceeding 
to which such person may be a party or in which such person may be involved 
by reason of any action or failure to act under the Plan; and (ii) any and 
all amounts paid by such person in satisfaction of judgment in any such 
action, suit or proceeding relating to the Plan.  Each person covered by 
this indemnification shall give the Company an opportunity, at its own 
expense, to handle and defend the same before such person undertakes to 
handle and defend it on such persons own behalf.  The foregoing right of 
indemnification shall not be exclusive of any other rights of 
indemnification to which such persons may be entitled under the restated 
Articles or By-laws of the Company or any of its subsidiaries, as a matter 
of law, or otherwise, or any power that the Company may have to indemnify 
such person or hold such person harmless.

	G.	Reliance on Reports.

	Each member of the Committee (and each person to whom the Committee has 
delegated any of its authority or power under this Plan pursuant to Section 
Four) shall be fully justified in relying or acting in good faith upon any 
report made by the independent public accountants of the Company and its 
Subsidiaries and upon any other information furnished in connection with the 
Plan.  In no event shall any person who is or shall have been a member of 
the Committee be liable for any determination made or other action taken or 
any omission to act in reliance upon any such report or information or for 
any action taken, including the furnishing of information, or failure to 
act, if in good faith.

	H.	Changes in Capital Structure.

	In the event of any change in the outstanding shares of Common Stock by 
reason of any stock dividend or split, recapitalization, combination or 
exchange of shares or other similar changes in the Common Stock, then 
appropriate adjustments shall be made in Awards theretofore granted to the 
Participants and in the aggregate number of shares of Common Stock (or cash 
payment in lieu thereof) which may be granted pursuant to the Plan.  Such 
adjustments shall be conclusive and binding for all purposes.  Additional 
shares of Common Stock issued to a Participant as the result of any such 
change shall bear the same restrictions as the shares of Common Stock to 
which they relate.

	I.	Company Successors.

	In the event the Company becomes a party to a merger, consolidation, 
sale of substantially all of its assets or any other corporate 
reorganization in which the Company will not be the surviving corporation or 
in which the holders of the Common Stock will receive securities of another 
corporation, then such company shall assume the rights and obligations of 
the Company under this Plan.

	J.	Governing Law.

	All matters relating to the Plan or to Awards granted hereunder shall be 
governed by the laws of the State of Montana, without regard to the 
principles of conflict of laws.

	K.	Relationship to Other Benefits.

	No payment under the Plan shall be taken into account in determining any 
benefits under any pension, retirement, profit sharing or group insurance 
plan of the Company or any Subsidiary, except as may be required by tax or 
other law or by rules or regulations promulgated thereunder.

	L.	Expenses.

	The expenses of administering the Plan shall be borne by the Company and 
its Subsidiaries.

	M.	Titles and Headings.

	The titles and headings of the sections in the Plan are for convenience 
of reference only, and in the event of any conflict, the text of the Plan, 
rather than such titles or headings, shall control.

	N.	Certain Participants.

	All Award agreements for Participants subject to Section 16(b) of the 
Exchange Act shall be deemed to include any such additional terms, 
conditions, limitations and provisions as Rule 16b-3 requires, unless the 
Committee, in its sole discretion, determines that any such Award should not 
be governed by Rule 16b-3.  All performance-based Awards to Covered 
Participants shall be deemed to include any such additional terms, 
conditions, limitations and provisions as are necessary to comply with the 
performance-based compensation exemption of Section 162(m) of the Code, 
unless the Committee, in its sole discretion, determines that any such Award 
is not intended to qualify for the exemption for performance-based 
compensation under Section 162(m) of the Code.