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                               NASH-FINCH COMPANY
                            2000 STOCK INCENTIVE PLAN

1.    PURPOSE OF PLAN.

      The purpose of the Nash-Finch Company 2000 Stock Incentive Plan (the
"Plan") is to support the maximization of long-term value creation for Nash-
Finch Company (the "Company") and its stockholders by enabling the Company and
its Subsidiaries to attract and retain persons of ability to perform services
for the Company and its Subsidiaries by providing an incentive to such
individuals through equity participation in the Company and by rewarding such
individuals who contribute to the achievement by the Company of its economic
objectives.


2.    DEFINITIONS.

      The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:

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

      2.2   "BROKER EXERCISE NOTICE" means a written notice pursuant to which a
Participant, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer.

      2.3   "CHANGE IN CONTROL" means an event described in Section 13.1 of the
Plan.

      2.4   "CODE" means the Internal Revenue Code of 1986, as amended.

      2.5   "COMMITTEE" means the group of individuals administering the Plan,
as provided in Section 3 of the Plan.

      2.6   "COMMON STOCK" means the common stock of the Company, $1.66-2/3 par
value, or the number and kind of shares of stock or other securities into which
such common stock may be changed in accordance with Section 4.3 of the Plan.

      2.7   "DISABILITY" means the disability of the Participant such as would
entitle the Participant to receive disability income benefits pursuant to the
long-term disability plan of the Company or Subsidiary then covering the
Participant or, if no such plan exists or is applicable to the Participant, the
permanent and total disability of the Participant within the meaning of
Section 22(e)(3) of the Code.

      2.8   "ELIGIBLE RECIPIENTS" means all employees of the Company or any
Subsidiary and any non-employee directors, consultants and independent
contractors of the Company or any Subsidiary.

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

      2.10  "FAIR MARKET VALUE" means, with respect to the Common Stock, as of
any date (or, if no shares were traded or quoted on such date, as of the next
preceding date on which there was such a trade or quote) (a) the mean between
the reported high and low sale prices of the Common Stock if the Common Stock is
listed, admitted to unlisted trading privileges or reported on any foreign or
national securities exchange or on the Nasdaq National Market or an equivalent
foreign market on which sale
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prices are reported; (b) if the Common Stock is not so listed, admitted to
unlisted trading privileges or reported, the closing bid price as reported by
the Nasdaq SmallCap Market, OTC Bulletin Board or the National Quotation Bureau,
Inc. or other comparable service; or (c) if the Common Stock is not so listed or
reported, such price as the Committee determines in good faith in the exercise
of its reasonable discretion.

      2.11  "INCENTIVE AWARD"  means an Option, Stock Appreciation Right,
Restricted Stock Award, Performance Unit or Stock Bonus granted to an Eligible
Recipient pursuant to the Plan.

      2.12  "INCENTIVE STOCK OPTION" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.

      2.13  "NON-STATUTORY STOCK OPTION" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not
qualify as an Incentive Stock Option.

      2.14  "OPTION" means an Incentive Stock Option or a Non-Statutory Stock
Option.

      2.15  "PARTICIPANT" means an Eligible Recipient who receives one or more
Incentive Awards under the Plan.

      2.16  "PERFORMANCE UNIT" means a right granted to an Eligible Recipient
pursuant to Section 9 of the Plan to receive a payment from the Company, in the
form of stock, cash or a combination of both, upon the achievement of
established employment, service, performance or other goals.

      2.17  "PREVIOUSLY ACQUIRED SHARES" means shares of Common Stock that are
already owned by the Participant or, with respect to any Incentive Award, that
are to be issued upon the grant, exercise or vesting of such Incentive Award.

      2.18  "RESTRICTED STOCK AWARD" means an award of Common Stock granted to
an Eligible Recipient pursuant to Section 8 of the Plan that is subject to the
restrictions on transferability and the risk of forfeiture imposed by the
provisions of such Section 8.

      2.19  "RETIREMENT" means termination of employment or service pursuant to
and in accordance with the regular (or, if approved by the Board for purposes of
the Plan, early) retirement/pension plan or practice of the Company or
Subsidiary then covering the Participant, provided that if the Participant is
not covered by any such plan or practice, the Participant will be deemed to be
covered by the Company's plan or practice for purposes of this determination.

      2.20  "SECURITIES ACT" means the Securities Act of 1933, as amended.

      2.21  "STOCK APPRECIATION RIGHT" means a right granted to an Eligible
Recipient pursuant to Section 7 of the Plan to receive a payment from the
Company, in the form of stock, cash or a combination of both, equal to the
difference between the Fair Market Value of one or more shares of Common Stock
and the exercise price of such shares under the terms of such Stock Appreciation
Right.

      2.22  "STOCK BONUS" means an award of Common Stock granted to an Eligible
Recipient pursuant to Section 10 of the Plan.

      2.23  "SUBSIDIARY" means any entity that is directly or indirectly
controlled the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.

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      2.24  "TAX DATE" means the date any withholding tax obligation arises
under the Code or other applicable tax statute for a Participant with respect to
an Incentive Award.

3.    PLAN ADMINISTRATION.

      3.1   THE COMMITTEE.  The Plan will be administered by the Board or by a
committee of the Board.  So long as the Company has a class of its equity
securities registered under Section 12 of the Exchange Act, any committee
administering the Plan will consist solely of two or more members of the Board
who are "non-employee directors" within the meaning of Rule 16b-3 under the
Exchange Act and, if the Board so determines in its sole discretion, who are
"outside directors" within the meaning of Section 162(m) of the Code.  Such a
committee, if established, will act by majority approval of the members (but may
also take action with the written consent of all of the members of such
committee), and a majority of the members of such a committee will constitute a
quorum.  As used in the Plan, "Committee" will refer to the Board or to such a
committee, if established.  To the extent consistent with corporate law, the
Committee may delegate to any officers of the Company the duties, power and
authority of the Committee under the Plan pursuant to such conditions or
limitations as the Committee may establish; provided, however, that only the
Committee may exercise such duties, power and authority with respect to Eligible
Recipients who are subject to Section 16 of the Exchange Act.  The Committee may
exercise its duties, power and authority under the Plan in its sole and absolute
discretion without the consent of any Participant or other party, unless the
Plan specifically provides otherwise.  Each determination, interpretation or
other action made or taken by the Committee pursuant to the provisions of the
Plan will be final, conclusive and binding for all purposes and on all persons,
including, without limitation, the Company, the stockholders of the Company, the
participants and their respective successors-in-interest.  No member of the
Committee will be liable for any action or determination made in good faith with
respect to the Plan or any Incentive Award granted under the Plan.

      3.2   AUTHORITY OF THE COMMITTEE.

            (a)   In accordance with and subject to the provisions of the Plan,
      the Committee will have the authority to determine all provisions of
      Incentive Awards as the Committee may deem necessary or desirable and as
      consistent with the terms of the Plan, including, without limitation, the
      following: (i) the Eligible Recipients to be selected as Participants;
      (ii) the nature and extent of the Incentive Awards to be made to each
      Participant (including the number of shares of Common Stock to be subject
      to each Incentive Award, any exercise price, the manner in which Incentive
      Awards will vest or become exercisable and whether Incentive Awards will
      be granted in tandem with other Incentive Awards) and the form of written
      agreement, if any, evidencing such Incentive Award; (iii) the time or
      times when Incentive Awards will be granted; (iv) the duration of each
      Incentive Award; and (v) the restrictions and other conditions to which
      the payment or vesting of Incentive Awards may be subject.  In addition,
      the Committee will have the authority under the Plan in its sole
      discretion to pay the economic value of any Incentive Award in the form of
      cash, Common Stock or any combination of both.

            (b)   The Committee will have the authority under the Plan to amend
      or modify the terms of any outstanding Incentive Award in any manner,
      including, without limitation, the authority to modify the number of
      shares or other terms and conditions of an Incentive Award, extend the
      term of an Incentive Award or accelerate the exercisability or vesting or
      otherwise terminate any restrictions relating to an Incentive Award;
      provided, however that the amended or modified terms are permitted by the
      Plan as then in effect and that any Participant adversely affected by such
      amended or modified terms has consented to such amendment or modification.
      No amendment or modification to an Incentive Award, however, whether
      pursuant to this Section 3.2 or any other provisions of the Plan, will be
      deemed to be a re-grant of such Incentive Award for purposes of this Plan.


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            (c)   In the event of (i) any reorganization, merger, consolidation,
      recapitalization, liquidation, reclassification, stock dividend, stock
      split, combination of shares, rights offering, extraordinary dividend or
      divestiture (including a spin-off) or any other change in corporate
      structure or shares, (ii) any purchase, acquisition, sale or disposition
      of a significant amount of assets or a significant business, (iii) any
      change in accounting principles or practices, or (iv) any other similar
      change, in each case with respect to the Company or any other entity whose
      performance is relevant to the grant or vesting of an Incentive Award, the
      Committee (or, if the Company is not the surviving corporation in any such
      transaction, the board of directors of the surviving corporation) may,
      without the consent of any affected Participant, amend or modify the
      vesting criteria of any outstanding Incentive Award that is based in whole
      or in part on the financial performance of the Company (or any Subsidiary
      or division thereof) or such other entity so as equitably to reflect such
      event, with the desired result that the criteria for evaluating such
      financial performance of the Company or such other entity will be
      substantially the same (in the sole discretion of the Committee or the
      board of directors of the surviving corporation) following such event as
      prior to such event; provided, however, that the amended or modified terms
      are permitted by the Plan as then in effect.

4.    SHARES AVAILABLE FOR ISSUANCE.

      4.1   MAXIMUM NUMBER OF SHARES AVAILABLE.  Subject to adjustment as
provided in Section 4.3 of the Plan, the maximum number of shares of Common
Stock that will be available for issuance under the Plan will be 600,000 shares
of Common Stock, plus any shares of Common Stock which, as of the date the Plan
is approved by the stockholders of the Company, are reserved for issuance under
the Company's 1994 Stock Incentive Plan, as amended, and which are not
thereafter issued or which have been issued but are subsequently forfeited and
which would otherwise have been available for further issuance under such plan.
Notwithstanding any other provisions of the Plan to the contrary, no Participant
in the Plan may be granted any Options or Stock Appreciation Rights, or any
other Incentive Awards with a value based solely on an increase in the value of
the Common Stock after the date of grant, relating to more than 120,000 shares
of Common Stock in the aggregate in any fiscal year of the Company (subject to
adjustment as provided in Section 4.3 of the Plan); provided, however, that a
Participant who is first appointed or elected as an officer, hired as an
employee or retained as a consultant by the Company or who receives a promotion
that results in an increase in responsibilities or duties may be granted, during
the fiscal year of such appointment, election, hiring, retention or promotion,
Options relating to up to 200,000 shares of Common Stock (subject to adjustment
as provided in Section 4.3 of the Plan).

      4.2   ACCOUNTING FOR INCENTIVE AWARDS.  Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Incentive Awards will
be applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan.  Any shares of Common Stock that are
subject to an Incentive Award that lapses, expires, is forfeited or for any
reason is terminated unexercised or unvested and any shares of Common Stock that
are subject to an Incentive Award that is settled or paid in cash or any form
other than shares of Common Stock will automatically again become available for
issuance under the Plan.  Any shares of Common Stock that constitute the
forfeited portion of a Restricted Stock Award, however, will not become
available for further issuance under the Plan.

      4.3   ADJUSTMENTS TO SHARES AND INCENTIVE AWARDS.  In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
he board of directors of the surviving corporation) will make


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appropriate adjustment (which determination will be conclusive) as to the number
and kind of securities or other property (including cash) available for issuance
or payment under the Plan and, in order to prevent dilution or enlargement of
the rights of Participants, (a) the number and kind of securities or other
property (including cash) subject to outstanding Options, and (b) the exercise
price of outstanding Options.

5. PARTICIPATION.

      Participants in the Plan will be those Eligible Recipients who, in the
judgment of the Committee, have contributed, are contributing or are expected to
contribute to the creation of value for the Company and its stockholders.
Eligible Recipients may be granted from time to time one or more Incentive
Awards, singly or in combination or in tandem with other Incentive Awards, as
may be determined by the Committee in its sole discretion.  Incentive Awards
will be deemed to be granted as of the date specified in the grant resolution of
the Committee, which date will be the date of any related agreement with the
Participant.


6. OPTIONS.

      6.1   GRANT.  An Eligible Recipient may be granted one or more Options
under the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee in its sole discretion.  The Committee may designate whether an Option
is to be considered an Incentive Stock Option or a Non-Statutory Stock Option.
To the extent that any Incentive Stock Option granted under the Plan ceases for
any reason to qualify as an "incentive stock option" for purposes of Section 422
of the Code, such Incentive Stock Option will continue to be outstanding for
purposes of the Plan but will thereafter be deemed to be a Non-Statutory Stock
Option.

      6.2   EXERCISE PRICE.  The per share price to be paid by a Participant
upon exercise of an Option will be determined by the Committee in its discretion
at the time of the Option grant; provided, however, that such price will not be
less than 100% of the Fair Market Value of one share of Common Stock on the date
of grant or, with respect to an Incentive Stock Option, 110% of the Fair Market
Value if, at the time the Incentive Stock Option is granted, the Participant
owns, directly or indirectly, more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary corporation
of the Company).

      6.3   EXERCISABILITY AND DURATION.  An Option will become exercisable at
such times and in such installments as may be determined by the Committee in its
sole discretion at the time of grant; provided, however, that no Option may be
exercisable prior to six months from its date of grant (other than in connection
with a Participant's death or Disability) and no Incentive Stock Option may be
exercisable after 10 years from its date of grant (five years from its date of
grant if, at the time the Incentive Stock Option is granted, the Participant
owns, directly or indirectly, more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary corporation
of the Company).

      6.4   PAYMENT OF EXERCISE PRICE.  The total purchase price of the shares
to be purchased upon exercise of an Option will be paid entirely in cash
(including check, bank draft or money order); provided, however, that the
Committee, in its sole discretion and upon terms and conditions established by
the Committee, may allow such payments to be made, in whole or in part, by
tender of a Broker Exercise Notice, Previously Acquired Shares (including
through delivery of a written attestation of ownership of such Previously
Acquired Shares if permitted, and on terms acceptable, to the Committee in its
sole discretion), a promissory note (on terms acceptable to the Committee in its
sole discretion) or by a combination of such methods.


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      6.5   MANNER OF EXERCISE.  An Option may be exercised by a Participant in
whole or in part from time to time, subject to the conditions contained in the
Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company (Attention: Secretary) at its principal executive office
in Minneapolis, Minnesota and by paying in full the total exercise price for the
shares of Common Stock to be purchased in accordance with Section 6.4 of the
Plan.

      6.6   AGGREGATE LIMITATION OF STOCK SUBJECT TO INCENTIVE STOCK OPTIONS.
To the extent that the aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which incentive stock options (within the meaning of Section 422 of the Code)
are exercisable for the first time by a Participant during any calendar year
(under the Plan and any other incentive stock option plans of the Company or any
subsidiary or parent corporation of the Company (within the meaning of the
Code)) exceeds $100,000 (or such other amount as may be prescribed by the Code
from time to time), such excess Options will be treated as Non-Statutory Stock
Options.  The determination will be made by taking incentive stock options into
account in the order in which they were granted.  If such excess only applies to
a portion of an Incentive Stock Option, the Committee, in its discretion, will
designate which shares will be treated as shares to be acquired upon exercise of
an Incentive Stock Option.

7. STOCK APPRECIATION RIGHTS.

      7.1   GRANT.  An Eligible Recipient may be granted one or more Stock
Appreciation Rights under the Plan, and such Stock Appreciation Rights will be
subject to such terms and conditions, consistent with the other provisions of
the Plan, as may be determined by the Committee in its sole discretion.  The
Committee will have the sole discretion to determine the form in which payment
of the economic value of Stock Appreciation Rights will be made to a Participant
(i.e., cash, Common Stock or any combination thereof) or to consent to or
disapprove the election by a Participant of the form of such payment.

      7.2   EXERCISE PRICE.  The exercise price of a Stock Appreciation Right
will be determined by the Committee, in its discretion, at the date of grant but
may not be less than 100% of the Fair Market Value of one share of Common Stock
on the date of grant.

      7.3   EXERCISABILITY AND DURATION.  A Stock Appreciation Right will become
exercisable at such time and in such installments as may be determined by the
Committee in its sole discretion at the time of grant; provided, however, that
no Stock Appreciation Right may be exercisable prior to six months from its date
of grant (other than in connection with a Participant's death or Disability) or
after 10 years from its date of grant.  A Stock Appreciation Right will be
exercised by giving notice in the same manner as for Options, as set forth in
Section 6.5 of the Plan.

8. RESTRICTED STOCK AWARDS.

      8.1   GRANT.  An Eligible Recipient may be granted one or more Restricted
Stock Awards under the Plan, and such Restricted Stock Awards will be subject to
such terms and conditions, consistent with the other provisions of the Plan, as
may be determined by the Committee in its sole discretion.  The Committee may
impose such restrictions or conditions, not inconsistent with the provisions of
the Plan, to the vesting of such Restricted Stock Awards as it deems
appropriate, including, without limitation, that the Participant remain in the
continuous employ or service of the Company or a Subsidiary for a certain period
or that the Participant or the Company (or any Subsidiary or division thereof)
satisfy certain performance goals or criteria; provided, however, that no
Restricted Stock Award may vest prior to six months from its date of grant other
than in connection with a Participant's death or Disability.


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      8.2   RIGHTS AS A STOCKHOLDER; TRANSFERABILITY.  Except as provided in
Sections 8.1, 8.3 and 14.3 of the Plan, a Participant will have all voting,
dividend, liquidation and other rights with respect to shares of Common Stock
issued to the Participant as a Restricted Stock Award under this Section 8 upon
the Participant becoming the holder of record of such shares as if such
Participant were a holder of record of shares of unrestricted Common Stock.

      8.3   DIVIDENDS AND DISTRIBUTIONS.  Unless the Committee determines
otherwise in its sole discretion (either in the agreement evidencing the
Restricted Stock Award at the time of grant or at any time after the grant of
the Restricted Stock Award), any dividends or distributions (including regular
quarterly cash dividends) paid with respect to shares of Common Stock subject to
the unvested portion of a Restricted Stock Award will be subject to the same
restrictions as the shares to which such dividends or distributions relate.  In
the event the Committee determines not to pay dividends or distributions
currently, the Committee will determine in its sole discretion whether any
interest will be paid on such dividends or distributions.  In addition, the
Committee in its sole discretion may require such dividends and distributions to
be reinvested (and in such case the Participant consents to such reinvestment)
in shares of Common Stock that will be subject to the same restrictions as the
shares to which such dividends or distributions relate.

      8.4   ENFORCEMENT OF RESTRICTIONS.  To enforce the restrictions referred
to in this Section 8, the Committee may place a legend on the stock certificates
referring to such restrictions and may require the Participant, until the
restrictions have lapsed, to keep the stock certificates, together with duly
endorsed stock powers, in the custody of the Company or its transfer agent or to
maintain evidence of stock ownership, together with duly endorsed stock powers,
in a certificateless book-entry stock account with the Company's transfer agent.

9.    PERFORMANCE UNITS.

      An Eligible Recipient may be granted one or more Performance Units under
the Plan, and such Performance Units will be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion.  The Committee may impose
such restrictions or conditions, not inconsistent with the provisions of the
Plan, to the vesting of such Performance Units as it deems appropriate,
including, without limitation, that the Participant remain in the continuous
employ or service of the Company or any Subsidiary for a certain period or that
the Participant or the Company (or any Subsidiary or division thereof) satisfy
certain performance goals or criteria.  The Committee will have the sole
discretion to determine the form in which payment of the economic value of
Performance Units will be made to a Participant (i.e., cash, Common Stock or any
combination thereof) or to consent to or disapprove the election by a
Participant of the form of such payment.


10.   STOCK BONUSES.

      An Eligible Recipient may be granted one or more Stock Bonuses under the
Plan, and such Stock Bonuses will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee.  The Participant will have all voting, dividend, liquidation and
other rights with respect to the shares of Common Stock issued to a Participant
as a Stock Bonus under this Section 10 upon the Participant becoming the holder
of record of such shares; provided, however, that the Committee may impose such
restrictions on the assignment or transfer of a Stock Bonus as it deems
appropriate.


11.   EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.


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      11.1  TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT.  Unless
otherwise provided by the Committee in its sole discretion in the agreement
evidencing an Incentive Award:

            (a)   In the event a Participant's employment or other service with
      the Company and all Subsidiaries is terminated by reason of death or
      Disability:

                  (i)   All outstanding Options and Stock Appreciation Rights
            then held by the Participant will become immediately exercisable in
            full and remain exercisable, for a period of three years after such
            termination (but in no event after the expiration date of any such
            Option or Stock Appreciation Right);

                  (ii)  All Restricted Stock Awards then held by the Participant
            will become fully vested; and

                  (iii) All Performance Units and Stock Bonuses then held by the
            Participant will vest and/or continue to vest in the manner
            determined by the Committee and set forth in the agreement
            evidencing such Performance Units or Stock Bonuses.

            (b)   In the event a Participant's employment or other service with
      the Company and all Subsidiaries is terminated by reason of Retirement:

                  (i)   All outstanding Options and Stock Appreciation Rights
            then held by the Participant will remain exercisable, to the extent
            exercisable as of the date of such termination, for a period of
            three years after such termination (but in no event after the
            expiration date of any such Option or Stock Appreciation Right);

                  (ii)  All Restricted Stock Awards then held by the Participant
            that have not vested as of such termination will be terminated and
            forfeited; and

                  (iii) All Performance Units and Stock Bonuses then held by the
            Participant will vest and/or continue to vest in the manner
            determined by the Committee and set forth in the agreement
            evidencing such Performance Units or Stock Bonuses.

      11.2  TERMINATION FOR REASONS OTHER THAN DEATH, DISABILITY OR RETIREMENT.

            (a)   Unless otherwise provided by the Committee in its sole
      discretion in the agreement evidencing an Incentive Award, in the event a
      Participant's employment or other service is terminated with the Company
      and all Subsidiaries for any reason other than death, Disability or
      Retirement, or a Participant is in the employ or service of a Subsidiary
      and the Subsidiary ceases to be a Subsidiary of the Company (unless the
      Participant continues in the employ or service of the Company or another
      Subsidiary), all rights of the Participant under the Plan and any
      agreements evidencing an Incentive Award will immediately terminate
      without notice of any kind, and no Options or Stock Appreciation Rights
      then held by the Participant will thereafter be exercisable, all
      Restricted Stock Awards then held by the Participant that have not vested
      will be terminated and forfeited, and all Performance Units and Stock
      Bonuses then held by the Participant will vest and/or continue to vest in
      the manner determined by the Committee and set forth in the agreement
      evidencing such Performance Units or Stock Bonuses; provided, however,
      that if such termination is due to any reason other than voluntary
      termination by the Participant or termination by the Company or any
      Subsidiary for "cause," all outstanding Options and Stock Appreciation
      Rights then held by such Participant will remain exercisable, to the
      extent exercisable as of such termination, for a period of three months
      after such termination (but in no event after the expiration date of any
      such Option or Stock Appreciation Right).


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            (b)   For purposes of this Section 11.2, "cause" (as determined by
      the Committee) will be as defined in any employment or other agreement or
      policy applicable to the Participant or, if no such agreement or policy
      exists, will mean (i) dishonesty, fraud, misrepresentation, embezzlement
      or deliberate injury or attempted injury, in each case related to the
      Company or any Subsidiary, (ii) any unlawful or criminal activity of a
      serious nature, (iii) any intentional and deliberate breach of a duty or
      duties that, individually or in the aggregate, are material in relation to
      the Participant's overall duties, or (iv) any material breach of any
      employment, service, confidentiality or non-compete agreement entered into
      with the Company or any Subsidiary.

      11.3  MODIFICATION OF RIGHTS UPON TERMINATION.  Notwithstanding the other
provisions of this Section 11, upon a Participant's termination of employment or
other service with the Company and all Subsidiaries, the Committee may, in its
sole discretion (which may be exercised at any time on or after the date of
grant, including following such termination), cause Options and Stock
Appreciation Rights (or any part thereof) then held by such Participant to
become or continue to become exercisable and/or remain exercisable following
such termination of employment or service and Restricted Stock Awards,
Performance Units and Stock Bonuses then held by such Participant to vest and/or
continue to vest or become free of transfer restrictions, as the case may be,
following such termination of employment or service, in each case in the manner
determined by the Committee; provided, however, that no Option or Restricted
Stock Award may become exercisable or vest prior to six months from its date of
grant (other than in connection with a Participant's death or Disability) or
remain exercisable or continue to vest beyond its expiration date.

      11.4  EXERCISE OF INCENTIVE STOCK OPTIONS FOLLOWING TERMINATION.  Any
Incentive Stock Option that remains unexercised more than one year following
termination of employment by reason of Disability or more than three months
following termination for any reason other than death or Disability will
thereafter be deemed to be a Non-Statutory Stock Option.

      11.5  DATE OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.  Unless the
Committee otherwise determines in its sole discretion, a Participant's
employment or other service will, for purposes of the Plan, be deemed to have
terminated on the date recorded on the personnel or other records of the Company
or the Subsidiary for which the Participant provides employment or other
service, as determined by the Committee in its sole discretion based upon such
records.


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<PAGE>

12. PAYMENT OF WITHHOLDING TAXES.

      12.1  GENERAL RULES.  The Company is entitled to (a) withhold and deduct
from future wages of the Participant (or from other amounts that may be due and
owing to the Participant from the Company or a Subsidiary), or make other
arrangements for the collection of, all legally required amounts necessary to
satisfy any and all foreign, federal, state and local withholding and
employment-related tax requirements attributable to an Incentive Award,
including, without limitation, the grant, exercise or vesting of, or payment of
dividends with respect to, an Incentive Award or a disqualifying disposition of
stock received upon exercise of an Incentive Stock Option, or (b) require the
Participant promptly to remit the amount of such withholding to the Company
before taking any action, including issuing any shares of Common Stock, with
respect to an Incentive Award.

      12.2  SPECIAL RULES.  The Committee may, in its sole discretion and upon
terms and conditions established by the Committee, permit or require a
Participant to satisfy, in whole or in part, any withholding or employment-
related tax obligation described in Section 12.1 of the Plan by electing to
tender Previously Acquired Shares, a Broker Exercise Notice or a promissory note
(on terms acceptable to the Committee in its sole discretion), or by a
combination of such methods.

13. CHANGE IN CONTROL.

      13.1  CHANGE IN CONTROL.  For purposes of this Section 13, a "Change in
Control" of the Company will mean the following:

            (a)   the sale, lease, exchange or other transfer, directly or
      indirectly, of substantially all of the assets of the Company (in one
      transaction or in a series of related transactions) to any Person (as
      defined below);

            (b)   the approval by the stockholders of the Company of any plan or
      proposal for the liquidation or dissolution of the Company;

            (c)   any Person, other than a Bona Fide Underwriter (as defined
      below), becomes after the effective date of the Plan the "beneficial
      owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, of (i) 20% or more, but not more than 50%, of the combined
      voting power of the Company's outstanding securities ordinarily having the
      right to vote at elections of directors, unless the transaction resulting
      in such ownership has been approved in advance by the Continuity Directors
      (as defined below), or (ii) more than 50% of the combined voting power of
      the Company's outstanding securities ordinarily having the right to vote
      at elections of directors (regardless of any approval by the Continuity
      Directors);

            (d)   a merger or consolidation to which the Company is a party if
      the stockholders of the Company immediately prior to effective time of
      such merger or consolidation have, solely on account of ownership of
      securities of the Company at such time, "beneficial ownership" (as defined
      in Rule 13d-3 under the Exchange Act), immediately following the effective
      time of such merger or consolidation, of securities of the surviving
      corporation representing (i) 50% or more, but not more than 80%, of the
      combined voting power of the surviving corporation's then outstanding
      securities ordinarily having the right to vote at elections of directors,
      unless such merger or consolidation has been approved in advance by the
      Continuity Directors, or (ii) less than 50% of the combined voting power
      of the surviving corporation's then outstanding securities ordinarily
      having the right to vote at elections of directors (regardless of any
      approval by the Continuity Directors); or


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<PAGE>

            (e)   the Continuity Directors cease for any reason to constitute at
      least a majority of the Board.

     13.2  CHANGE IN CONTROL DEFINITIONS.  For purposes of this Section 13:

            (a)   "Continuity Director" means any individual who was a member of
      the Board on the effective date of the Plan, while he or she is a member
      of the Board, and any individual who subsequently becomes a member of the
      Board whose election or nomination for election by the Company's
      stockholders was approved by a vote of at least a majority of the
      directors who are Continuity Directors (either by a specific vote or by
      approval of the proxy statement of the Company in which such individual is
      named as a nominee for director without objection to such nomination).
      For example, assuming that seven individuals comprise the entire Board as
      of the effective date of the Plan, if a majority of such individuals
      approved a proxy statement in which two different individuals were
      nominated to replace two of the individuals who were members of the Board
      as of the effective date of the Plan, these two newly elected directors
      would join the remaining five directors who were members of the Board as
      of the effective date of the Plan as Continuity Directors.  Similarly, if
      subsequently a majority of these directors approved a proxy statement in
      which three different individuals were nominated to replace three other
      directors who were members of the Board as of the effective date of the
      Plan, these three newly elected directors would also become, along with
      the other four directors, Continuity Directors.  Individuals subsequently
      joining the Board could become Continuity Directors under the principles
      reflected in this example.

            (b)   "Bona Fide Underwriter" means a Person engaged in business as
      an underwriter of securities that acquires securities of the Company from
      the Company through such Person's participation in good faith in a firm
      commitment underwriting until the expiration of 40 days after the date of
      such acquisition.

            (c)   "Person" means any individual, corporation, partnership,
      group, association or other "person," as such term is used in Section
      13(d) or Section 14(d) of the Exchange Act, other than the Company, any
      affiliate or any benefit plan sponsored by the Company or any affiliate.
      For this purpose, an affiliate is (i) any corporation at least a majority
      of whose outstanding securities ordinarily having the right to vote at
      elections of directors is owned directly or indirectly by the Company or
      (ii) any other form of business entity in which the Company, by virtue of
      a direct or indirect ownership interest, has the right to elect a majority
      of the members of such entity's governing body.

      13.3  ACCELERATION OF VESTING.  Without limiting the authority of the
Committee under Sections 3.2 and 4.3 of the Plan, if a Change in Control of the
Company occurs, then, unless otherwise provided by the Committee in its sole
discretion either in the agreement evidencing an Incentive Award at the time of
grant or at any time after the grant of an Incentive Award, (a) all Options and
Stock Appreciation Rights that have been outstanding for at least six months
will become immediately exercisable in full and will remain exercisable for the
remainder of their terms, regardless of whether the Participant to whom such
Options or Stock Appreciation Rights have been granted remains in the employ or
service of the Company or any Subsidiary; (b) all Restricted Stock Awards that
have been outstanding for at least six months will become immediately fully
vested and non-forfeitable; and (c) all outstanding Performance Units and Stock
Bonuses then held by the Participant will vest and/or continue to vest in the
manner determined by the Committee and set forth in the agreement evidencing
such Stock Bonuses.

      13.4  CASH PAYMENT FOR OPTIONS.  If a Change in Control of the Company
occurs, then the Committee, if approved by the Committee in its sole discretion
either in an agreement evidencing an Incentive Award at the time of grant or at
any time after the grant of an Incentive Award, and without the


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<PAGE>

consent of any Participant effected thereby, may determine that some or all
Participants holding outstanding Options will receive, with respect to some or
all of the shares of Common Stock subject to such Options, as of the effective
date of any such Change in Control of the Company, cash in an amount equal to
the excess of the Fair Market Value of such shares immediately prior to the
effective date of such Change in Control of the Company over the exercise price
per share of such Options.

      13.5  LIMITATION ON CHANGE IN CONTROL PAYMENTS.  Notwithstanding anything
in Section 13.3 or 13.4 of the Plan to the contrary, if, with respect to a
Participant, the acceleration of the vesting of an Incentive Award as provided
in Section 13.3 or the payment of cash in exchange for all or part of an
Incentive Award as provided in Section 13.4 (which acceleration or payment could
be deemed a "payment" within the meaning of Section 280G(b)(2) of the Code),
together with any other "payments" that such Participant has the right to
receive from the Company or any corporation that is a member of an "affiliated
group" (as defined in Section 1504(a) of the Code without regard to
Section 1504(b) of the Code) of which the Company is a member, would constitute
a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the
"payments" to such Participant pursuant to Section 13.3 or 13.4 of the Plan will
be reduced to the largest amount as will result in no portion of such "payments"
being subject to the excise tax imposed by Section 4999 of the Code; provided,
however, that if a Participant is subject to a separate agreement with the
Company or a Subsidiary that expressly addresses the potential application of
Sections 280G or 4999 of the Code (including, without limitation, that
"payments" under such agreement or otherwise will be reduced, that the
Participant will have the discretion to determine which "payments" will be
reduced, that such "payments" will not be reduced or that such "payments" will
be "grossed up" for tax purposes), then this Section 13.5 will not apply, and
any "payments" to a Participant pursuant to Section 13.3 or 13.4 of the Plan
will be treated as "payments" arising under such separate agreement.

14.   RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS; TRANSFERABILITY.

      14.1  EMPLOYMENT OR SERVICE.  Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor
confer upon any Eligible Recipient or Participant any right to continue in the
employ or service of the Company or any Subsidiary.

      14.2  RIGHTS AS A STOCKHOLDER.  As a holder of Incentive Awards (other
than Restricted Stock Awards and Stock Bonuses), a Participant will have no
rights as a stockholder unless and until such Incentive Awards are exercised
for, or paid in the form of, shares of Common Stock and the Participant becomes
the holder of record of such shares.  Except as otherwise provided in the Plan,
no adjustment will be made for dividends or distributions with respect to such
Incentive Awards as to which there is a record date preceding the date the
Participant becomes the holder of record of such shares, except as the Committee
may determine in its discretion.

      14.3  RESTRICTIONS ON TRANSFER.  Except pursuant to testamentary will or
the laws of descent and distribution or as otherwise expressly permitted by the
Plan, unless approved by the Committee in its sole discretion, no right or
interest of any Participant in an Incentive Award prior to the exercise or
vesting of such Incentive Award will be assignable or transferable, or subjected
to any lien, during the lifetime of the Participant, either voluntarily or
involuntarily, directly or indirectly, by operation of law or otherwise.  A
Participant will, however, be entitled to designate a beneficiary to receive an
Incentive Award upon such Participant's death, and in the event of a
Participant's death, payment of any amounts due under the Plan will be made to,
and exercise of any Options (to the extent permitted pursuant to Section 11 of
the Plan) may be made by, the Participant's legal representatives, heirs and
legatees.

      14.4  BREACH OF CONFIDENTIALITY OR NON-COMPETE AGREEMENTS.
Notwithstanding anything in the Plan to the contrary, in the event that a
Participant materially breaches the terms of any


                                       12
<PAGE>

confidentiality or non-compete agreement entered into with the Company or any
Subsidiary, whether such breach occurs before or after termination of such
Participant's employment or other service with the Company or any Subsidiary,
the Committee in its sole discretion may immediately terminate all rights of the
Participant under the Plan and any agreements evidencing an Incentive Award then
held by the Participant without notice of any kind.

      14.5  NON-EXCLUSIVITY OF THE PLAN.  Nothing contained in the Plan is
intended to modify or rescind any previously approved compensation plans or
programs of the Company or create any limitations on the power or authority of
the Board to adopt such additional or other compensation arrangements as the
Board may deem necessary or desirable.

15.   SECURITIES LAW AND OTHER RESTRICTIONS.

      Notwithstanding any other provision of the Plan or any agreements entered
into pursuant to the Plan, the Company will not be required to issue any shares
of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Incentive Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act and any
applicable state or foreign securities laws or an exemption from such
registration under the Securities Act and applicable state or foreign securities
laws, and (b) there has been obtained any other consent, approval or permit from
any other regulatory body which the Committee, in its sole discretion, deems
necessary or advisable.  The Company may condition such issuance, sale or
transfer upon the receipt of any representations or agreements from the parties
involved, and the placement of any legends on certificates representing shares
of Common Stock, as may be deemed necessary or advisable by the Company in order
to comply with such securities law or other restrictions.


16.   PLAN AMENDMENT, MODIFICATION AND TERMINATION.

      The Board may suspend or terminate the Plan or any portion thereof at any
time, and may amend the Plan from time to time in such respects as the Board may
deem advisable in order that Incentive Awards under the Plan will conform to any
change in applicable laws or regulations or in any other respect the Board may
deem to be in the best interests of the Company; provided, however, that no
amendments to the Plan will be effective without approval of the stockholders of
the Company if stockholder approval of the amendment is then required pursuant
to Section 422 of the Code or the rules of any stock exchange or Nasdaq or
similar regulatory body.  No termination, suspension or amendment of the Plan
may adversely affect any outstanding Incentive Award without the consent of the
affected Participant; provided, however, that this sentence will not impair the
right of the Committee to take whatever action it deems appropriate under
Sections 3.2, 4.3 and 13 of the Plan.


17.   EFFECTIVE DATE AND DURATION OF THE PLAN.

      The Plan is effective as of February 22, 2000, the date it was adopted by
the Board.  The Plan will terminate at midnight on February 22, 2010, and may be
terminated prior to such time to by Board action, and no Incentive Award will be
granted after such termination.  Incentive Awards outstanding upon termination
of the Plan may continue to be exercised, or become free of restrictions, in
accordance with their terms.


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<PAGE>

18. MISCELLANEOUS.

      18.1  GOVERNING LAW.  The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Minnesota, notwithstanding the conflicts of laws
principles of any jurisdictions.

      18.2  SUCCESSORS AND ASSIGNS.  The Plan will be binding upon and inure to
the benefit of the successors and permitted assigns of the Company and the
Participants.


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