EXHIBIT 10.28


                          RESTRICTED STOCK AGREEMENT
                                   UNDER THE
                    BNCCORP, INC. 1995 STOCK INCENTIVE PLAN


   THIS AGREEMENT is entered into as of _______________, by and between BNCCORP,
INC. ("BNCCORP") and ______________ ("Award Recipient").

   WHEREAS,  BNCCORP maintains the 1995 Stock Incentive Plan (the "Plan"), under
which the  Compensation  Committee  of the Board of  Directors  of BNCCORP  (the
"Committee") may, among other things, grant shares of BNCCORP common stock, $.01
par value per share (the  "Common  Stock"),  to key  employees of BNCCORP or its
subsidiaries  (collectively,  the  "Company") as the  Committee  may  determine,
subject to terms, conditions, or restrictions as it may deem appropriate;

   NOW,  THEREFORE,  in consideration of the premises,  it is hereby agreed with
respect to the shares of Restricted Stock as follows:

                                      1.

                                AWARD OF SHARES

   Under the terms of the Plan, the Committee has awarded to the Award Recipient
a restricted  stock award for ----- shares of Restricted  Stock,  subject to the
terms, conditions, and restrictions set forth in the Plan and in this Agreement.

                                      2.

                              AWARD RESTRICTIONS
   2.1 The shares of Restricted Stock and the right to vote the Restricted Stock
and to  receive  dividends  thereon  may  not be  sold,  assigned,  transferred,
exchanged, pledged, hypothecated or otherwise encumbered until such time as such
shares vest and the restrictions imposed thereon lapse, as provided below.

   2.2 The shares of  Restricted  Stock will vest and the  restrictions  imposed
thereon  will  lapse  as  follows:  60% on the  third  anniversary  date of this
Agreement;  20% on the fourth anniversary date of this Agreement; and 20% on the
fifth anniversary date of this Agreement,  if the Award Recipient remains in the
employ of the Company on the applicable  anniversary dates.  Earlier vesting may
occur under  Section 2.3 below or under Section 9.12 of the Plan in the event of
a change of control of BNCCORP. The period during which the restrictions imposed
on shares of  Restricted  Stock by the Plan and this  Agreement are in effect is
referred to herein as the "Restricted Period." During the Restricted Period, the
Award  Recipient  shall be entitled to all rights of a  shareholder  of BNCCORP,
including the right to vote the shares and to receive dividends.



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2.3 All  restrictions on the Restricted  Stock shall  immediately  lapse and the
shares  shall vest (a) if the Award  Recipient  dies while he is employed by the
Company,  (b) if the Award  Recipient  becomes  disabled  within the  meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability")
while he is employed by the  Company,  (c) if the Award  Recipient  retires from
employment  with the Company on or after  attaining  the age of 65 or is granted
early  retirement  by a vote of the  Board of  Directors  ("Retirement")  or (d)
pursuant to the provisions of the Plan.

                                      3.

                              STOCK CERTIFICATES

3.1 The stock certificates  evidencing the Restricted Stock shall be retained by
BNCCORP until the termination of the Restricted  Period.  The stock certificates
shall contain the legend provided in the Plan restricting the transferability of
the shares of Restricted Stock.

3.2 Upon the lapse of restrictions on shares of Restricted Stock,  BNCCORP shall
cause a stock certificate  without a restrictive legend  representing the shares
of  Restricted  Stock to be issued in the name of the Award  Recipient or his or
her nominee within 30 days after the end of the Restricted Period.  Upon receipt
of such stock certificate, the Award Recipient is free to hold or dispose of the
shares represented by such certificate, subject to applicable securities laws.

                                      4.

                                   DIVIDENDS

   Any dividends  paid on shares of Restricted  Stock shall be paid to the Award
Recipient currently.

                                      5.

                               WITHHOLDING TAXES

   At any time that an Award  Recipient  is  required  to pay to the  Company an
amount  required  to be  withheld  under  the  applicable  income  tax  laws  in
connection  with the lapse of restrictions  on shares of Restricted  Stock,  the
participant may, subject to the Committee's approval, satisfy this obligation in
whole or in part by  electing  (the  "Election")  to have the  Company  withhold
shares  of  Common  Stock  having a value  equal to the  amount  required  to be
withheld in accordance  with the terms of the Plan  currently in effect or as it
may be amended.

                                      6.

                             ADDITIONAL CONDITIONS

   Anything in this  Agreement to the contrary  notwithstanding,  if at any time
BNCCORP  further  determines,   in  its  sole  discretion,   that  the  listing,
registration or qualification (or any updating

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thereof) of the shares of Common  Stock  issued or issuable  pursuant  hereto is
necessary on any  securities  exchange or under any federal or state  securities
law,  or that the consent or approval  of any  governmental  regulatory  body is
necessary or desirable as a condition of, or in connection  with the issuance of
shares of Common  Stock  pursuant  hereto,  or the  removal or any  restrictions
imposed on such  shares,  such shares of Common  Stock  shall not be issued,  in
whole or in part,  or the  restrictions  thereon  removed,  unless such listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained free of any conditions not acceptable to BNCCORP.

                                      7.

                      NO CONTRACT OF EMPLOYMENT INTENDED

   Nothing in this Agreement  shall confer upon the Award Recipient any right to
continue in the  employment of the Company,  or to interfere in any way with the
right of the Company to terminate the Award Recipient's employment  relationship
with the Company at any time.

                                      8.

                                BINDING EFFECT

   This Agreement  shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators and successors.

                                      9.

                            INCONSISTENT PROVISIONS

   The shares of Restricted  Stock granted  hereby are subject to the provisions
of the Plan as in effect on the date  hereof  and as it may be  amended.  If any
provision of this  Agreement  conflicts  with a provision of the Plan,  the Plan
provision shall control.

   IN WITNESS  WHEREOF the parties  hereto  have  caused  this  Agreement  to be
executed on the day and year first above written.

                                    BNCCORP, INC.

                                    By: /s/ John Hipp
                                                  John Hipp, Chairman,
                                                 Compensation Committee




                                                     Award Recipient

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