Form of Restricted Stock Agreement

Exhibit 10-N-8

OTTER TAIL CORPORATION
1999 STOCK INCENTIVE PLAN
2005 RESTRICTED STOCK AWARD AGREEMENT
FOR EMPLOYEES

     This Restricted Stock Award Agreement for Employees is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and the person named in the attached Restricted Stock Award Certificate for Employees who is an employee of the Corporation or one of its Affiliates (the “Participant”), effective as of the date of grant (the “Grant Date”) set forth in the attached Restricted Stock Award Certificate for Employees.

     WHEREAS, the Corporation, pursuant to the Otter Tail Corporation 1999 Stock Incentive Plan (the “Plan”), wishes to award to the Participant a number of the Corporation’s Common Shares, par value $5.00 per share (the “Common Shares”), subject to certain restrictions and on the terms and conditions contained in this Agreement and in the attached Restricted Stock Award Certificate for Employees, which is made a part hereof.

     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Corporation and the Participant hereby agree as follows:

     1. Award of Restricted Stock. The Corporation hereby grants to the Participant, effective as of the Grant Date, an award of restricted stock for that number of Common Shares set forth in the attached Restricted Stock Award Certificate for Employees (the “Shares”), on the terms and conditions set forth in this Agreement, the Restricted Stock Award Certificate for Employees and the 1999 Stock Incentive Plan.

     2. Rights of the Participant with Respect to the Shares. With respect to the Shares, the Participant shall be entitled at all times on and after the date of issuance of the Shares to exercise the rights of a shareholder of Common Shares of the Corporation, including the right to vote the Shares and the right to receive dividends thereon as provided in Section 8 hereof, unless and until the Shares are forfeited pursuant to Section 5(b) hereof. The rights of the Participant with respect to the Shares shall remain forfeitable at all times prior to the date or dates on which such rights become vested, and the restrictions with respect to the Shares lapse, in accordance with Section 3, 4 or 5(a) hereof.

     3. Vesting. Subject to the terms and conditions of this Agreement, the Shares shall vest, and the restrictions with respect to the Shares shall lapse, in installments on the dates and in the amounts set forth in the attached Restricted Stock Award Certificate for Employees if the Participant remains continuously employed by the Corporation or an Affiliate of the Corporation until the respective vesting dates.

     4. Change of Control. Notwithstanding the vesting provision contained in Section 3 above, but subject to the other terms and conditions set forth herein, upon the occurrence of a

Change of Control (as defined below) prior to any termination of the Participant’s employment, the Participant shall become immediately and unconditionally vested in all of the Shares, and the restrictions with respect to all of the Shares shall lapse. As used herein, “Change of Control” shall mean any of the following events:

     (a) The acquisition by any person, entity or “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Corporation or any of its Affiliates, or any employee benefit plan of the Corporation and/or one or more of its Affiliates, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either the then outstanding Common Shares or the combined voting power of the Corporation’s then outstanding voting securities in a transaction or series of transactions not approved in advance by a vote of at least three-quarters of the Continuing Directors (as hereinafter defined); or

     (b) Individuals who, as of the Grant Date, constitute the Board of Directors of the Corporation (generally the “Directors” and as of the Grant Date the “Continuing Directors”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the Grant Date whose nomination for election was approved in advance by a vote of at least three-quarters of the Continuing Directors (other than a nomination of an individual whose initial assumption of office is in connection with an actual or threatened solicitation with respect to the election or removal of the Directors of the Corporation, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be deemed to be a Continuing Director; or

     (c) The approval by the shareholders of the Corporation of a reorganization, merger, consolidation, liquidation or dissolution of the Corporation or of the sale (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation other than a reorganization, merger, consolidation, liquidation, dissolution or sale approved in advance by a vote of at least three-quarters of the Continuing Directors;

     (d) The first purchase under any tender offer or exchange offer (other than an offer by the Corporation or any of its Affiliates) pursuant to which Common Shares are purchased; or

     (e) At least a majority of the Continuing Directors determines in their sole discretion that there has been a change in control of the Corporation.

     5. Additional Vesting Rules; Forfeiture.

          (a) If the Participant ceases to be employed by the Corporation or any of its Affiliates by reason of disability (as determined under any long-term disability program then maintained by the Corporation or any of its Affiliates that is applicable to the Participant), retirement (normal or early retirement under any retirement plan of the Corporation or any of its Affiliates that is applicable to the Participant) or death prior to the vesting of the Shares pursuant to Section 3 or 4 hereof, the shares shall continue to vest, and the restrictions with respect to the

shares shall lapse in installments on the dates and in the amounts set forth in the Restricted Stock Award Certificate for Employees for the benefit of the Participant or the Participant’s legal representatives, beneficiaries, or heirs as the case may be. No transfer by will or the applicable laws of descent and distribution of any Shares which vest by reason of the Participant’s death shall be effective to bind the Corporation unless the Committee shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer.

          (b) If the Participant elects to terminate the employment relationship with the Corporation or any of its Affiliates (unless for Good Reason as described in (c) below) or is terminated for cause, the Participant’s rights to all of the unvested Shares shall be immediately and irrevocably forfeited, including the right to vote such Shares and the right to receive cash dividends. Unless otherwise defined in an Employment Agreement dated on or before the Grant Date, cause shall mean continued failure to substantially perform the Participant’s duties or misconduct that is materially injurious to the Corporation.

          (c) If the Participant is terminated by the Corporation or any of its Affiliates without cause, or if the Participant elects to terminate employment with the Corporation or any of its Affiliates for Good Reason (as defined in an Employment Agreement dated on or before the Grant Date) the shares shall continue to vest, and the restrictions with respect to the shares shall lapse in installments on the dates and in the amounts set forth in the Restricted Stock Award Certificate for Employees.

     6. Restriction on Transfer. Until the Shares vest pursuant to Section 3, 4 or 5(a) hereof, none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares.

     7. Issuance and Custody of Certificates.

          (a) The Corporation shall cause to be issued one or more stock certificates, registered in the Participant’s name, representing the Shares. Each such certificate shall be subject to an appropriate stop-transfer order and shall bear the following legend:

“The Common Shares represented by this certificate are subject to forfeiture, and the transferability of this certificate and the Common Shares represented hereby are subject to the restrictions, terms and conditions (including restrictions against transfer) contained in the Otter Tail Corporation 1999 Stock Incentive Plan and a Restricted Stock Award Agreement between Otter Tail Corporation and the registered owner of such shares. Release from such restrictions, terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, copies of which are on file in the office of the Secretary of Otter Tail Corporation.”

          (b) Upon execution of this Agreement, the Participant shall execute and deliver to the Corporation a stock power or stock powers relating to the Shares.

          (c) Each certificate issued pursuant to Section 7(a) hereof, together with the stock power or stock powers relating to the Shares, shall be deposited by the Corporation with the Secretary of the Corporation or a custodian designated by the Secretary.

          (d) After any Shares vest pursuant to Section 3, 4 or 5(a) hereof, and following payment of the applicable withholding taxes pursuant to Section 9 hereof, the Corporation shall promptly cause to be issued a certificate or certificates, registered in the Participant’s name or in the name of the Participant’s legal representatives, beneficiaries or heirs, as the case may be, representing such vested Shares (less any shares withheld to pay withholding taxes), free of the legend provided in Section 7(a) hereof and any stop-transfer order with respect to such Shares, and shall cause such certificate or certificates to be delivered to the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be.

     8. Distributions and Adjustments.

          (a) If any Shares vest in the Participant subsequent to any change in the number or character of the Common Shares of the Corporation (through recapitalization, stock split, stock dividend, reorganization, merger, consolidation or otherwise), the Participant shall then receive upon such vesting the number and type of securities or other consideration which the Participant would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Shares.

          (b) Any additional Common Shares of the Corporation, any other securities of the Corporation and any other property (except for cash dividends or other cash distributions) distributed with respect to the Shares prior to the date or dates the Shares vest shall be subject to the same restrictions, terms and conditions as the Shares to which they relate and shall be promptly deposited with the Secretary of the Corporation or a custodian designated by the Secretary.

          (c) Any cash dividends or other cash distributions payable with respect to the Shares shall be distributed to the Participant at the same time cash dividends or other cash distributions are distributed to shareholders of the Corporation generally.

     9. Income Tax Matters.

          (a) The Participant acknowledges that the Participant will consult with the Participant’s personal tax advisor regarding the income tax consequences of the grant of the Shares, payment of dividends on the Shares and the vesting of the Shares or any other matters related to this Agreement. In order to comply with all applicable federal or state income tax laws or regulations, the Corporation 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 the Participant, are withheld or collected from the Participant.

          (b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, the Participant may elect to satisfy the Participant’s federal and state income tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Shares by (i) delivering cash, check (bank check, certified check or personal check) or money order payable to the order of the Corporation, or (ii) having the Corporation withhold a portion of the Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes. The Corporation will not deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share. The Participant’s election must be made on or before the date that the amount of tax to be withheld is determined.

     10. Miscellaneous.

          (a) Nothing contained in this Agreement or the Plan shall confer on the Participant any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate the employment of the Participant at any time.

          (b) The Corporation shall not be required to deliver any Shares until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Corporation to be applicable are satisfied.

          (c) This Agreement is subject to the terms of the Plan. Terms used in this Agreement which are not defined herein shall have the respective meanings given to such terms in the Plan. A copy of the Plan is available to the Participant upon request.

          (d) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof.

          (e) Headings in this Agreement are for convenience of reference only and shall not be deemed in any way to be material or relevant to the construction or interpretation of this Agreement or any provision hereof.

          (f) THIS RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES IS ATTACHED TO AND MADE A PART OF A RESTRICTED STOCK AWARD CERTIFICATE FOR EMPLOYEES AND SHALL HAVE NO FORCE OR EFFECT UNLESS SUCH RESTRICTED STOCK AWARD CERTIFICATE FOR EMPLOYEES IS DULY EXECUTED AND DELIVERED BY THE CORPORATION AND THE PARTICIPANT.

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OTTER TAIL CORPORATION
1999 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD CERTIFICATE FOR EMPLOYEES

     This certifies the award of restricted stock as specified below which has been granted under the Otter Tail Corporation 1999 Stock Incentive Plan (the “Plan”), the terms and conditions of which are incorporated by reference herein and made a part hereof. In addition, the award shown in this Certificate is nontransferable and is subject to the terms and conditions set forth in the attached 2005 Restricted Stock Award Agreement for Employees of which this Certificate is a part.

[Name and address of recipient]

[Social Security Number of recipient]

You have been granted the following Award:

Grant Type:		Restricted Stock
Number of Common Shares:
Grant Date:		April 11, 2005
Vesting Schedule:

		Percentage of
Date		Restricted Stock Vested
April 8, 2006			25	%
April 8, 2007			25	%
April 8, 2008			25	%
April 8, 2009			25	%

     By the Corporation’s and your signature below, it is agreed that this award of restricted stock is governed by the terms and conditions of the 2005 Restricted Stock Award Agreement for Employees, a copy of which is attached and made a part of this document, and the Corporation’s 1999 Stock Incentive Plan, a copy of which is enclosed.

		OTTER TAIL CORPORATION
		By:
				John D. Erickson
				President and Chief Executive Officer
				[Name of recipient]