EXHIBIT 4.3


                   3M 2002 MANAGEMENT STOCK OWNERSHIP PROGRAM


SECTION 1 PURPOSE

         The purpose of this plan is to help the Company attract and retain
outstanding employees, and to promote the growth and success of the Company's
business by aligning the financial interests of these employees with the other
stockholders of the Company. It has been the policy of the Company to encourage
employee participation as stockholders and the Company believes that employee
stock ownership has been an important factor contributing to the Company's
growth and progress.


SECTION 2 DEFINITIONS

         (a) "AWARD" shall mean an Incentive Stock Option, Nonqualified Stock
Option, Progressive Stock Option, Stock Appreciation Right, Restricted Stock or
other Stock Award granted to a Participant pursuant to this 2002 Program,
subject to the terms, conditions, and restrictions of this 2002 Program and to
such other terms, conditions, and restrictions as may be established by the
Committee.

         (b) "BOARD OF DIRECTORS" shall mean the Board of Directors of Minnesota
Mining and Manufacturing Company.

         (c) "CODE" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.

         (d) "COMMITTEE" shall mean the Compensation Committee established by
the Board of Directors acting without the participation of any member who may
have received a grant or award under the 2002 Program or any other similar plan
or program of the Company (except those limited to participation by directors)
during the previous one year period, or such other committee of disinterested
administrators established by the Board of Directors to comply with Rule 16b-3
promulgated by the Securities and Exchange Commission, as amended from time to
time.

         (e) "COMMON STOCK" shall mean the common stock, with a par value of
$0.01 per share, of Minnesota Mining and Manufacturing Company.

         (f) "COMPANY" shall mean Minnesota Mining and Manufacturing Company and
such subsidiaries or affiliates as may be designated by the Board of Directors
from time to time.

         (g) "CONDITIONS" shall mean the condition that the Restricted Period
stipulated by the Committee at the time of grants of Restricted Stock shall have
expired or terminated and that any other conditions prescribed by the Committee
regarding a Participant's continued employment by the Company or the Company's
performance


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<PAGE>


during the Restricted Period shall have been satisfied, or any other conditions
stipulated by the Committee with respect to Stock Awards.

         (h) "DISQUALIFYING TERMINATION" shall mean a termination of a
Participant's employment with the Company (i) due to a violation of any Company
policy, including, without limitation, any policy contained in the Company's
Business Conduct Manual, (ii) due to embezzlement from or theft of property
belonging to the Company, or (iii) while the Participant is assigned an
"Unsatisfactory" level of contribution or similar performance rating.

         (i) "DIVIDEND EQUIVALENTS" shall mean that sum of cash or Common Stock
of equivalent value equal to the amount of cash or stock dividends paid upon
Common Stock subject to any Awards under the 2002 Program, prior to such time as
the Participant otherwise becomes entitled thereto as a holder of record.

         (j) "FAIR MARKET VALUE" shall mean the average of the high and low
prices for a share of Common Stock as reported on the New York Stock Exchange
Composite Transactions, rounded upwards to the nearest $0.05.

         (k) "GRANT DATE" shall mean the effective date of an Award granted to a
Participant under the 2002 Program.

         (l) 'INCENTIVE STOCK OPTION" shall mean an Option granted to a
Participant under the 2002 Program which satisfies the requirements of section
422 of the Code and is so designated in the written or electronic documents
evidencing such Option.

         (m) "NONQUALIFIED STOCK OPTION" shall mean an Option granted to a
Participant under the 2002 Program which is not an Incentive Stock Option.

         (n) "OPTION" shall mean a Participant's right to purchase the number of
shares of Common Stock designated in the Agreement, subject to the terms and
conditions of the 2002 Program, and the term shall include both Incentive Stock
Options and Nonqualified Options.

         (o) "PARTICIPANT" shall mean any employee of the Company who is
designated as a Participant by the Committee.

         (p) "2002 PROGRAM" shall mean the Company's 2002 Management Stock
Ownership Program.

         (q) "PROGRESSIVE STOCK OPTION" shall mean an Option granted to a
Participant under the 2002 Program upon the exercise of a Nonqualified Stock
Option granted under this 2002 Program or its predecessors where such
Participant makes payment for all or part of the purchase price and withholding
taxes in shares of Common Stock.


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<PAGE>


         (r) "RESTRICTED PERIOD" shall mean that period of time determined by
the Committee during which a Participant shall not be permitted to sell or
transfer shares of Restricted Stock granted under the 2002 Program.

         (s) "RESTRICTED STOCK" shall mean that Common Stock granted to a
Participant subject to the Conditions established by the Committee.

         (t) "RETIRES" OR "RETIREMENT" shall mean the termination of a
Participant's employment with the Company after meeting the requirements for
retirement under any retirement plan of the Company (including, in the United
States, the Employee Retirement Income Plan of Minnesota Mining and
Manufacturing Company).

         (u) "STOCK APPRECIATION RIGHT" shall mean a Participant's right to
receive an amount of cash or shares of Common Stock equal to the excess of the
Fair Market Value of a specified number of shares of Common Stock on the date
the right is exercised over the Fair Market Value of such number of shares of
Common Stock on the Grant Date.

         (v) "STOCK AWARD" shall mean any award of Common Stock under the
Program and may include Restricted Stock awards or other awards of Common Stock
as determined appropriate by the Committee.


SECTION 3 SHARES AVAILABLE FOR AWARDS

         The number of shares of Common Stock that may be issued or delivered as
a result of Options, Restricted Stock or other Stock Awards granted during the
term of the 2002 Program, or made subject to Stock Appreciation Rights granted
during the term of the 2002 Program, is 22,700,000. Of this total, no more than
2,270,000 shares may be granted as Restricted Stock and Other Stock Awards. The
necessary shares shall be made available at the discretion of the Board of
Directors from authorized but unissued shares, treasury shares, or shares
reacquired by the Company under corporate repurchase programs. For the purpose
of determining the number of shares issued or delivered under the 2002 Program,
no shares shall be deemed issued or delivered in connection with an Option
granted hereunder unless and until such Option is exercised and shares delivered
to the Participant. The payment of stock dividends and dividend equivalents
settled in Common Stock in conjunction with outstanding Awards shall not be
counted against the shares available for issuance. Shares of Common Stock
tendered to or withheld by the Company in connection with the exercise of
options, or the payment of tax withholding on any award, granted under this 2002
Program or its predecessors shall be returned to the shares available for future
Awards under the 2002 Program.


SECTION 4 ADMINISTRATION

         The 2002 Program shall be administered by the Committee, which shall
have full power and authority to select the Participants, interpret the Program,
continue, accelerate, or suspend the exercisability or vesting of an Award, and
adopt such rules and procedures for operating the Program as it may deem
necessary or appropriate. Its power and


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authority shall include, but not be limited to, making any amendments to or
modifications of the 2002 Program which may be required or necessary to make
such Program comply with the provisions of any laws or regulations of any
country or unit thereof in which the Company operates.


SECTION 5 DELEGATION OF AUTHORITY

         To the extent permitted by Delaware law, the Committee may delegate to
officers of the Company any or all of its duties, power, and authority under the
2002 Program subject to such conditions or limitations as the Committee may
establish; provided, however, that no officer shall have or obtain the authority
to grant Awards to (i) himself or herself, or (ii) any person subject to section
16 of the Securities Exchange Act of 1934.


SECTION 6 TERMS OF AWARDS

         The Committee shall determine the type or types of Awards to be granted
to each Participant, which shall be evidenced by such written or electronic
documents as the Committee shall authorize. No Participant shall be granted
Awards under the 2002 Program with respect to more than 2,000,000 shares of
Common Stock. The following types of Awards may be granted under this 2002
Program:

         (a) Incentive Stock Options - Incentive Stock Options granted hereunder
shall have a purchase price equal to one hundred percent (100%) of the Fair
Market Value of a share of Common Stock on the Grant Date. Incentive Stock
Options granted hereunder shall become exercisable at such time as shall be
established by the Committee and reflected in the documents evidencing such
Options, and unless sooner terminated shall expire on the tenth anniversary of
the Grant Date.

         (b) Nonqualified Stock Options - Nonqualified Stock Options granted
hereunder shall have a purchase price equal to no less than one hundred percent
(100%) of the Fair Market Value of a share of Common Stock on the Grant Date.
Nonqualified Stock Options granted hereunder shall become exercisable and shall
expire at such time or times as shall be established by the Committee and
reflected in the documents evidencing such Options; provided, however, that no
Nonqualified Stock Option shall expire later than ten years after the Grant Date
(except that the Committee may extend the exercise period for Nonqualified Stock
Options granted to Participants in any country or countries for an additional
period of up to one year if and to the extent necessary to prevent adverse tax
consequences to such participants under the laws of such country).

         (c) Progressive Stock Options - Whenever a Participant exercises a
Nonqualified Stock Option granted under this 2002 Program or its predecessors
and makes payment of all or part of the purchase price and withholding taxes, if
any, in Common Stock, the Committee may in its discretion grant such Participant
a Progressive Stock Option. The number of shares subject to such Progressive
Stock Option shall be equal to the number of shares of Common Stock utilized by
the Participant to effect payment of the purchase price and withholding taxes,
if any, for such Nonqualified Stock


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<PAGE>


Option. Each Progressive Stock Option granted hereunder shall have a purchase
price equal to one hundred percent (100%) of the Fair Market Value of a share of
Common Stock on the date of exercise of the Nonqualified Stock Option, which
shall be the Grant Date of such Progressive Stock Option. Each Progressive Stock
Option granted hereunder shall be exercisable six months after the Grant Date,
and shall expire at the same time the Nonqualified Option exercised by the
Participant would have expired.

         (d) Stock Appreciation Rights - The term of a Stock Appreciation Right
shall be fixed by the Committee and set forth in the documents evidencing such
right, but no Stock Appreciation Right shall be exercisable more than ten years
after the Grant Date. Each Stock Appreciation Right shall become exercisable at
the time or times determined by the Committee and set forth in the documents
evidencing such right.

         (e) Restricted Stock - At the time a grant of Restricted Stock is made,
the Committee, in its sole discretion, shall establish a Restricted Period and
such additional Conditions as may be deemed appropriate for the incremental
lapse or complete lapse of restrictions with respect to all or any portion of
the shares of Common Stock represented by the Restricted Stock. The Committee
may also, in its sole discretion, shorten or terminate the Restricted Period or
waive any Conditions with respect to all or any portion of the shares of Common
Stock represented by the Restricted Stock. A stock certificate for the number of
shares of Common Stock represented by the Restricted Stock shall be registered
in the Participant's name but shall be held in custody by the Company for the
Participant's account. The Participant shall generally have the rights and
privileges of a stockholder as to such Restricted Stock, including the right to
vote such Restricted Stock, except that the following restrictions shall apply:
(i) the Participant shall not be entitled to delivery of the certificate until
the expiration or termination of the Restricted Period and the satisfaction of
any other Conditions prescribed by the Committee, if any; (ii) none of the
Restricted Stock may be sold, transferred, assigned, pledged, or otherwise
encumbered or disposed of during the Restricted Period and until the
satisfaction of other Conditions prescribed by the Committee, if any; and (iii)
all of the Restricted Stock shall be forfeited and all rights of the Participant
shall terminate without further obligation on the part of the Company unless the
Participant shall have remained a regular full-time employee of the Company or
any of its subsidiaries or affiliates until the expiration or termination of the
Restricted Period and the satisfaction of the other Conditions prescribed by the
Committee, if any. During the Restricted Period, at the sole discretion of the
Committee, Dividend Equivalents may be either currently paid or withheld by the
Company for the Participant's account, and interest may be paid on the amount of
cash dividends withheld at a rate and under such terms as determined by the
Committee. Cash or stock dividends so withheld by the Committee shall not be
subject to forfeiture. Upon the forfeiture of any Restricted Stock, such shares
of Common Stock represented by the Restricted Stock shall be transferred to the
Company without further action by the Participant.

         (f) Other Stock Awards - The Committee may, in its sole discretion,
grant Stock Awards other than Restricted Stock grants, and such Stock Awards may
be granted singly, in combination or in tandem with, in replacement of, or as
alternatives to grants or


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<PAGE>


rights under this Program or any other employee benefit or compensation plan of
the Company, including the plan of any acquired entity. If the Committee shall
stipulate Conditions with respect to such Stock Awards, the Conditions will be
set forth in documents evidencing the grant. If Conditions with respect to such
Stock Awards shall require the surrender or forfeiture of other grants or rights
under this Program or any other employee benefit or compensation plan of the
Company, then the Participant shall not have any rights under such Stock Awards
until the grants or rights exchanged have been fully and effectively surrendered
or forfeited.


SECTION 7 SETTLEMENT OF AWARDS

         (a) Payment of Awards may be in the form of cash, Common Stock, or
combinations thereof as the Committee shall determine, and with such other
restrictions as it may impose. The Committee may also require or permit
Participants to elect to defer the issuance of shares or the settlement of
Awards in cash under such rules and procedures as it may establish under the
2002 Program. It may also provide that deferred settlements include the payment
or crediting of interest on the deferral amounts denominated in cash or the
payment or crediting of Dividend Equivalents on deferred settlements denominated
in shares.

         (b) No shares of Common Stock shall be issued to any Participant upon
the exercise of an Option until full payment of the purchase price has been made
to the Company and the Participant has remitted to the Company the required
federal and state withholding taxes, if any. A Participant shall obtain no
rights as a stockholder until certificates for such stock are issued to the
Participant. Payment of the purchase price or applicable withholding taxes, if
any, may be made in whole, or in part, in shares of Common Stock, pursuant to
such terms and conditions as may be established from time to time by the
Committee. If payment is made in shares of Common Stock, such stock shall be
valued at one hundred percent (100%) of their Fair Market Value on the day the
Participant exercised his or her Option or, as regards a withholding tax, such
other date when the tax withholding obligation becomes due. A Participant need
not surrender shares of Common Stock as payment; and the Company may, upon the
giving of satisfactory evidence of ownership of said Common Stock by
Participant, deliver the appropriate number of additional shares of Common Stock
reduced by the number of shares required to pay the purchase price and any
applicable withholding taxes. Such form of evidence shall be determined by the
Committee.


SECTION 8 DELIVERY OF STOCK CERTIFICATES

         (a) Within sixty (60) days after completion of the exercise of an
Option or Stock Appreciation Right, or the complete satisfaction of Conditions
applicable to a Stock Award, the Company will have delivered to the Participant
certificates representing all shares of Common Stock purchased or received
thereunder. The Company shall not, however, be required to issue or deliver any
certificates for its Common Stock prior to the admission of such stock to
listing on any stock exchange on which stock may at that time be listed or
required to be listed, or prior to registration under the Securities Act of
1933.


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<PAGE>


The Participant shall have no interest in Common Stock until certificates for
such stock are issued or transferred to the Participant and the Participant
becomes the holder of record.

         (b) Upon the expiration or termination of the Restricted Period and the
satisfaction of other Conditions prescribed by the Committee, if any, the
restrictions applicable to a grant of Restricted Stock shall lapse and a stock
certificate for the number of shares of Common Stock represented by the
Restricted Stock shall be delivered to the Participant or the Participant's
beneficiary, representative, or estate, as the case may be, free of all
restrictions, except any that may be imposed by law. Unless otherwise instructed
by a Participant by an irrevocable written instruction received by the Company,
at least six months prior to the date that applicable restrictions lapse, the
Company shall automatically withhold as payment the number of shares of Common
Stock, determined by the Fair Market Value at the date of the lapse, required to
pay withholding taxes, if any.

         (c) In no event will the Company be required to deliver any fractional
share of Common Stock in connection with any Award. In the event that a
Participant shall be entitled to receive a fraction of a share of Common Stock
in connection with an Award granted under this 2002 Program, the Company shall
pay in cash, in lieu thereof, the Fair Market Value of such fractional share.


SECTION 9 TAX WITHHOLDING

         Prior to the payment or settlement of any Award, the Participant must
pay, or make arrangements satisfactory to the Company for the payment of, any
and all tax withholding that in the opinion of the Company is required by law.
The Company shall have the right to deduct applicable taxes from any Award
payment, to withhold from the shares of Common Stock being issued or delivered
in connection with an Award an appropriate number of shares for the payment of
taxes required by law, or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the withholding of such
taxes.


SECTION 10 TRANSFERABILITY

         Except as permitted in this Section 10, no Award granted under this
2002 Program may be assigned, transferred (other than a transfer by will or the
laws of descent and distribution as provided in Section 11), pledged, or
hypothecated (whether by operation of law or otherwise). Awards granted under
this 2002 Program shall not be subject to execution, attachment, or similar
process. The Committee may, in its sole discretion, permit individual
Participants to transfer the ownership of all or any of their Nonqualified
Options granted under this 2002 Program to (i) the spouse, children or
grandchildren of such Participant ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer, and (y)
subsequent transfers of transferred


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<PAGE>


Nonqualified Options shall be prohibited except those in accordance with Section
11 (by will or the laws of descent and distribution). The Committee may, in its
sole discretion, create further conditions and requirements for the transfer of
Nonqualified Options. Following transfer, any such Nonqualified Options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Sections 7, 8, and
14 hereof the term "Participant" shall be deemed to refer to the transferee. The
events causing termination of Awards in accordance with Section 11 hereof shall
continue to be applied with respect to the original Participant, following which
the Nonqualified Options shall be exercisable by the transferee only to the
extent, and for the periods specified in Section 11.


SECTION 11 TERMINATION OF AWARDS

         (a) If a Participant's employment with the Company is terminated for
any reason other than (i) a Disqualifying Termination, (ii) Retirement, (iii) a
physical or mental disability as recognized under a benefit plan maintained by
the Company, or (iv) death, and prior to the date of termination the Participant
has not fully exercised an Option or Stock Appreciation Right granted under this
2002 Program, such Participant may exercise the Option or Stock Appreciation
Right within ninety (90) days following the date of termination (but not beyond
the expiration date of such Option or Right) for the number of shares which the
Participant could have purchased or received a payment on the date of
termination. At the conclusion of such ninety-day period (with respect to the
Participant's Options and Stock Appreciation Rights, and at the time of
termination with respect to any other Awards), participation hereunder shall
cease and all of the Participant's Awards granted under this 2002 Program shall
be automatically forfeited unless the documents evidencing such Options or Stock
Appreciation Rights provide otherwise.

         (b) If a Participant Retires or changes employment status as a result
of a physical or mental disability as recognized under a benefit plan maintained
by the Company, without having fully exercised an Option or Stock Appreciation
Right, the Participant shall be entitled, within the remaining term of the
Option or Stock Appreciation Right (but not beyond the expiration date of such
Option or Right), to exercise such Option or Stock Appreciation Right (including
any portion thereof not already exercisable at the time of such Retirement or
change in employment status). If a Participant who has thus Retired dies,
without having fully exercised an Option or Stock Appreciation Right, the Option
or Stock Appreciation Right (including any portion thereof not already
exercisable at the time of the Participant's death) may be exercised within two
years after the date of his or her death (but not beyond the expiration date of
such Option or Right) by the Participant's estate or by a person who acquired
the right to exercise such Option or Stock Appreciation Right by bequest or
inheritance or by reason of the death of the Participant.

         (c) If a Participant, prior to Retirement, dies without having fully
exercised an Option or Stock Appreciation Right, the Option or Stock
Appreciation Right (including any portion thereof not already exercisable at the
time of the Participant's death) may be


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<PAGE>


exercised within two years following his or her death (but not beyond the
expiration date of such Option or Right) by the Participant's estate or by a
person who acquired the right to exercise such Option or Stock Appreciation
Right by bequest or inheritance or by reason of the death of the Participant.

         (d) Notwithstanding paragraph (a) of this section, if a Participant's
employment with the Company is terminated before he or she has fully exercised
an Option or Stock Appreciation Right under circumstances which the Committee
believes to warrant special consideration and the Committee has determined that
the Participant's rights should not be forfeited at the time or times specified
in paragraph (a), the Option or Stock Appreciation Right (including any portion
thereof not already exercisable at the time of termination) may be exercised
within two years following his or her termination of employment (but not beyond
the expiration date of such Option or Right).

         (e) If a Participant dies, either prior to or following Retirement, or
becomes totally disabled because of a physical or mental disability, and has not
yet received the stock certificate for the shares of Common Stock represented by
a grant of Restricted Stock or other Stock Award, then all restrictions imposed
during the Restricted Period and any other Conditions prescribed by the
Committee, if any, shall automatically lapse and a stock certificate shall be
delivered to the Participant or the Participant's beneficiary, representative,
or estate, as the case may be.

         (f) If a Participant's employment with the Company is terminated due to
a Disqualifying Termination, participation hereunder shall cease and all of the
Participant's Awards granted under this 2002 Program shall be automatically
forfeited.


SECTION 12 ADJUSTMENTS

         In the event of any change in the outstanding Common Stock of the
Company by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger or similar event, the
Committee shall adjust proportionately: (a) the number of shares of Common Stock
(i) available for issuance or delivery under the 2002 Program in accordance with
Section 3, (ii) for which Awards may be granted to a single Participant in
accordance with Section 6, and (iii) subject to outstanding Awards granted under
the 2002 Program; (b) the purchase prices of outstanding Awards; and (c) the
appropriate Fair Market Value and other price determinations for such Awards. In
the event of any other change affecting the Common Stock or any distribution
(other than normal cash dividends) to holders of Common Stock, such adjustments
in the number or kind of shares and the purchase prices, Fair Market Value and
other price determinations of the affected Awards as the Committee shall, in its
sole discretion, determine are equitable, shall be made and shall be effective
and binding for all purposes of such outstanding Awards. In the event of a
corporate merger, consolidation, acquisition of assets or stock, separation,
reorganization or liquidation, the Committee shall be authorized to cause the
Company to issue or assume stock options, whether or not in a transaction to
which section 424(a) of the Code applies, by means of substitution of new stock
options for previously issued


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stock options or an assumption of previously issued stock options. In such
event, the aggregate number of shares of Common Stock available for issuance or
delivery under the 2002 Program in accordance with Section 3 will be increased
to reflect such substitution or assumption, and such shares substituted or
assumed shall not be counted against the individual Participant maximum set
forth in Section 6.


SECTION 13 TERM, AMENDMENT, AND TERMINATION OF THE 2002 PROGRAM

         The 2002 Program shall become effective on the date it is approved by
the requisite vote of the stockholders of Minnesota Mining and Manufacturing
Company, and shall expire (unless it is terminated before then) on the third
anniversary of such effective date. Such expiration shall not adversely affect
Awards granted under the 2002 Program prior to such expiration date. The Board
of Directors may at any time amend or terminate the 2002 Program, except that no
amendment or termination shall adversely affect Awards granted under the 2002
Program prior to the effective date of such amendment or termination; provided,
however, that no amendment shall be made without the prior approval of the
holders of a majority of the issued and outstanding shares of Common Stock
represented and entitled to vote on such amendment which would (i) increase the
aggregate number of shares of Common Stock available for issuance or delivery
under the 2002 Program in accordance with Section 3 (except for adjustments made
in accordance with Section 12), or (ii) permit the granting of Awards with
purchase prices lower than those specified in Section 6.


SECTION 14 CHANGE IN CONTROL

         (a) For purposes of this Section 14, the following words and phrases
shall have the meanings indicated below, unless the context clearly indicates
otherwise:

         (i) "Person" shall have the meaning associated with that term as it is
used in Sections 13(d) and 14(d) of the Act.

         (ii) "Affiliates and Associates" shall have the meanings assigned to
such terms in Rule 12b-2 promulgated under Section 12 of the Act.

         (iii) "Act" means the Securities Exchange Act of 1934.

         (iv) "Continuing Directors" shall have the meaning assigned to such
term in Article Thirteenth of the Certificate of Incorporation of Minnesota
Mining and Manufacturing Company.

         (b) Notwithstanding any other provision of this 2002 Program to the
contrary. all outstanding Options and Stock Appreciation Rights shall (i) become
immediately exercisable in full for the remainder of their respective terms upon
the occurrence of a Change in Control of the Company, and (ii) remain
exercisable in full for a minimum period of six months following the Change in
Control; provided, however, that in no


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event shall any Option or Stock Appreciation Right be exercisable beyond the
original expiration date.

         (c) Similarly, all restrictions regarding the Restricted Period or the
satisfaction of other Conditions prescribed by the Committee, if any, with
respect to grants of Restricted Stock or other Stock Awards, shall automatically
lapse, expire, and terminate and the Participant shall be immediately entitled
to receive a stock certificate for the number of shares of Common Stock
represented by the Restricted Stock or Stock Awards upon the occurrence of a
Change in Control.

         (d) For purposes of this Section 14, a Change in Control of the Company
shall be deemed to have occurred if:

         (i)      any Person (together with its Affiliates and Associates),
                  other than a trustee or other fiduciary holding securities
                  under an employee benefit plan of the Company, is or becomes
                  the "beneficial owner" (as that term is defined in Rule 13d-3
                  promulgated under the Act), directly or indirectly, of
                  securities of the Company representing twenty percent (20%) or
                  more of the combined voting power of the Company's then
                  outstanding securities, unless a majority of the Continuing
                  Directors of the Board of Directors prior to that time have
                  determined in their sole discretion that, for purposes of this
                  2002 Program, a Change in Control of the Company has not
                  occurred; or

         (ii)     the Continuing Directors of the Board of Directors shall at
                  any time fail to constitute a majority of the members of such
                  Board of Directors.

         (e) In the event that the provisions of this Section 14 result in
"payments" that are finally determined to be subject to the excise tax imposed
by section 4999 of the Code, the Company shall pay to each Participant an
additional amount sufficient to fully satisfy such excise tax and any additional
federal, state, and local income taxes payable on the additional amount.

         (f) The Company shall pay to each Participant the amount of all
reasonable legal and accounting fees and expenses incurred by such Participant
in seeking to obtain or enforce his or her rights under this Section 14, or in
connection with any income tax audit or proceeding to the extent attributable to
the application of section 4999 of the Code to the payments made pursuant to
this Section 14, unless a lawsuit commenced by the Participant for such purposes
is dismissed by the court as being spurious or frivolous. The Company shall also
pay to each Participant the amount of all reasonable tax and financial planning
fees and expenses incurred by such Participant in connection with such
Participant's receipt of payments pursuant to this Section 14.


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<PAGE>


SECTION 15 MISCELLANEOUS

         (a) Unless otherwise specifically determined by the Committee,
settlements of Awards received by Participants under the 2002 Program shall not
be deemed a part of any Participant's compensation for purposes of determining
such Participant's payments or benefits under any Company benefit plan,
severance program, or severance pay law of any country. Nothing in this 2002
Program shall prevent the Company from adopting other or additional compensation
programs, plans, or arrangements as it deems appropriate or necessary.

         (b) The 2002 Program shall be unfunded. The Company does not intend to
create any trust or separate fund in connection with the 2002 Program. The
Company shall not have any obligation to set aside funds or segregate assets to
ensure the payment of any Award. The 2002 Program shall not establish any
fiduciary relationship between the Company and any Participant or other person.
To the extent any person holds any rights by virtue of an Award under the 2002
Program, such right (unless otherwise determined by the Committee) shall be no
greater than the right of an unsecured general creditor of the Company.

         (c) No person shall have any claim or right to be granted an Award
under the 2002 Program, and the Participants shall have no rights against the
Company except as may otherwise be specifically provided herein. Nothing in this
2002 Program shall be deemed to give any Participant the right to be retained in
the employ of the Company, or to interfere with the right of the Company to
discipline or discharge such Participant at any time for any reason whatsoever.

         (d) The provisions of this 2002 Program and the documents evidencing
Awards granted under this 2002 Program shall be construed and interpreted
according to the laws of the State of Minnesota.

         (e) In case any provision of this 2002 Program shall be ruled or
declared invalid for any reason, said illegality or invalidity shall not affect
the remaining provisions, and the remainder of the 2002 Program shall be
construed and enforced as if such illegal or invalid provision had never been
included herein.



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