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                                                                    EXHIBIT 10.1


                             LAWSON ASSOCIATES, INC
                            1996 STOCK INCENTIVE PLAN
                             (AMENDED AND RESTATED)


1    PURPOSE. The purpose of this 1996 Stock Incentive Plan, hereinafter
     referred to as the "Plan", is to motivate key personnel to produce a
     superior return to the shareholders of Lawson Associates, Inc., hereinafter
     referred to as the "Company", and its Affiliates, as hereinafter defined,
     by offering such individuals an opportunity to realize Stock, as
     hereinafter defined, appreciation, by facilitating Stock ownership, and by
     rewarding them for achieving a high level of corporate performance. This
     Plan is also intended to facilitate recruiting and retaining key personnel
     of outstanding ability.

2    DEFINITION. The capitalized terms used in this Plan have the meanings set
     forth below.

     (a)  "AFFILIATE" means any corporation that is a Parent or a Subsidiary
          corporation, both as hereinafter defined, of the Company, as those
          terms are defined in Sections 424(e) and (f) of the Internal Revenue
          Code, as hereinafter defined, or of any successor provision, and, for
          purposes other than the grant of Incentive Stock Options, as
          hereinafter defined, any entity in which the Company has a significant
          equity interest, in each case as determined by the Committee.

     (b)  "AGREEMENT" means a written contract, instrument and/or other written
          arrangement, containing the terms and conditions of an Award, as
          hereinafter defined, in such form, not inconsistent with this Plan, as
          the Committee, as hereinafter defined, approves from time to time,
          together with all amendments thereof, which amendments may be
          unilaterally made by the Company, with the approval of the Committee,
          unless such amendments are deemed by the Committee to be materially
          adverse to the Participant and are not required as a matter of law.

     (c)  "AWARD" means a grant made under this Plan in the form of Options,
          Stock Appreciation Rights, Restricted Stock, Performance Shares or any
          Other Stock-Based Award, all as hereinafter defined

     (d)  "BOARD" means the Board of Directors of the Company.

     (e)  "CHANGE IN CONTROL" means:

          (i)  MAJORITY OF THE DIRECTORS OF THE COMPANY. A majority of the
               Directors of the Company shall be persons other than persons:

               (A)  ELECTION PROXIES. For whose election proxies shall have been
                    solicited by the Board, or

               (B)  ACTIVE DIRECTORS. who are then serving as Directors
                    appointed by the Board to fill vacancies on the Board caused
                    by the death or resignation, but not by the removal of
                    Directors, or to fill newly-created Directorships; and

          (ii) THIRTY PERCENT OF VOTING SECURITIES OR COMMON STOCK. thirty
               percent (30%) or more of the

               (1)  VOTING SECURITIES. combined voting power of the then
                    outstanding Voting Securities of the Company entitled to
                    vote generally in the election of directors, hereinafter
                    referred to as "Outstanding Company Voting Securities", or



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               (2)  COMMON STOCK. the then outstanding Shares of Stock,
                    hereinafter referred to as "Outstanding Company Common
                    Stock", is acquired or beneficially owned, as defined in
                    Rule 13d-3 under the Exchange Act, as hereinafter defined,
                    or any successor rule thereto, by any individual, entity or
                    group, within the meaning of Section 13(d)(3) or 14(d)(2) of
                    the Exchange Act.

                    This shall apply, provided, however, that the following
                    acquisitions and beneficial ownership shall not constitute
                    Changes in Control pursuant to this Paragraph 2(e)(ii):

                    (A)  COMPANY OR SUBSIDIARY. Any acquisition or beneficial
                         ownership by the Company or a Subsidiary; or

                    (B)  EMPLOYEE BENEFIT PLAN. any acquisition or beneficial
                         ownership by any employee benefit plan, or related
                         trust, sponsored or maintained by the Company or one or
                         more of its Subsidiaries; or

                    (C)  PARTICIPANT. any acquisition or beneficial ownership by
                         the Participant or any group that includes the
                         Participant; or

                    (D)  PARENT. any acquisition or beneficial ownership by a
                         Parent or its wholly owned subsidiaries, as long as
                         they shall remain wholly owned subsidiaries, of one
                         hundred percent (100%) of the Outstanding Company
                         Voting Securities as a result of a merger or statutory
                         share exchange which complies with Paragraph
                         2(e)(iii)(A)(2) or the exception in Paragraph
                         2(e)(iii)(B) hereof in all respects; and

          (iii) SHAREHOLDER APPROVAL. The shareholders of the Company approve a
               definitive agreement or plan to:

               (A)  MERGER OR CONSOLIDATION. Merge or consolidate the Company
                    with or into another corporation, other than

                    (1)  SUBSIDIARY. a merger or consolidation with a
                         Subsidiary, or

                    (2)  a merger in which

                         (a)  SURVIVOR. the Company is the surviving
                              corporation, and

                         (b)  CONVERSION. no Outstanding Company Voting
                              Securities or Outstanding Company Common Stock,
                              other than fractional shares, held by shareholders
                              of the Company immediately prior to the merger is
                              converted into cash, securities, or other
                              property, except

                              (i)  PARENT. Voting stock of a Parent owning
                                   directly, or indirectly through wholly owned
                                   subsidiaries, both beneficially and of
                                   record, one hundred percent (100%) of the
                                   Outstanding Company Voting Securities
                                   immediately after the Merger, or

                              (ii) DISSENTERS. cash upon the exercise by holders
                                   of Outstanding Company Voting Securities of
                                   statutory dissenters' rights, and



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                         (c)  BENEFICIAL OWNERS. the persons who were the
                              beneficial owners, respectively, of the
                              Outstanding Company Voting Securities and
                              Outstanding Company Common Stock immediately prior
                              to such merger beneficially own, directly or
                              indirectly, immediately after the merger, more
                              than seventy percent (70%) of, respectively, the
                              then outstanding common stock- and the voting
                              power of the then outstanding voting securities of
                              the surviving corporation or its Parent entitled
                              to vote generally in the election of directors,
                              and

                         (d)  PARENT. if voting securities of the Parent are
                              exchanged for Outstanding Company Voting
                              Securities in the merger, all holders of any class
                              or series of Outstanding Company Voting Securities
                              immediately prior to the merger have the right to
                              receive substantially the same per share
                              consideration in exchange for their Outstanding
                              Company Voting Securities as all other holders of
                              such class or series;

          (B)  EXCHANGE. Exchange, pursuant to a statutory share exchange,
               Outstanding Company Voting Securities of any one or more classes
               or series held by shareholders of the Company immediately prior
               to the exchange for cash, securities or other property, except
               for

               (a)  VOTING STOCK. Voting stock of a Parent owning directly, or
                    indirectly through wholly owned subsidiaries, both
                    beneficially and or record, one hundred percent (100%) of
                    the Outstanding Company Voting securities immediately after
                    the statutory share exchange, if

                    i)   BENEFICIAL OWNERS. the persons who were the beneficial
                         owners, respectively of the Outstanding Company Voting
                         Securities and Outstanding Company Common Stock
                         immediately prior to such statutory share exchange own,
                         directly or indirectly, immediately after the statutory
                         share exchange more than seventy percent (70%) of,
                         respectively, the then outstanding common stock and the
                         voting power of the then outstanding voting securities
                         of such Parent entitled to vote generally in the
                         election of directors, and

                    ii)  SECURITY HOLDERS. all holders of any class or series of
                         Outstanding Company Voting Securities immediately prior
                         to the statutory share exchange have the right to
                         receive substantially the same per share consideration
                         in exchange for their Outstanding Company Voting
                         Securities as all other holders of such class or
                         series, or

               (b)  CASH. cash with respect to fractional shares of Outstanding
                    Company Voting Securities or payable as a result of the
                    exercise by holders of Outstanding Company Voting Securities
                    of statutory dissenters' rights,

          (C)  SALE. sell or otherwise dispose of all or substantially all of
               the assets of the Company, in one transaction or a series of
               transactions, or

          (D)  LIQUIDATION OR DISSOLUTION. liquidate or dissolve the Company,
               unless a majority of the voting stock, or the voting equity
               interest, of the surviving corporation or its parent corporation
               or of any corporation, or other entity, acquiring all or
               substantially all of the assets of the Company, in the case of a



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               merger, consolidation or disposition of assets, of the Company or
               its Parent, in the case of a statutory share exchange,
               immediately following the merger, consolidation, statutory share
               exchange, or disposition of assets, beneficially owned by the
               Participant or a group of persons, including the Participant,
               acting in concert.

     (f)  "CODE" means the Internal Revenue Code of 1986, as amended and in
          effect from time to time, or any successor statute.

     (g)  "COMMITTEE" means two or more Disinterested Persons, as hereinafter
          defined, designated by the Board, to serve at the pleasure of the
          Board, to administer this Plan under Paragraph 3 hereof and
          constituted so as to permit this Plan to comply with Exchange Act Rule
          16b-3. In addition, to the extent required by Regulations under
          1.162(m) of the Code, all members of the Committee shall be "outside
          directors", within the meaning of Regulations under 1.162(m) of the
          Code.

     (h)  "COMPANY" means Lawson Associates, Inc., a Minnesota corporation, or
          any successor to all or substantially all of its businesses by merger,
          consolidation, purchase of assets, or otherwise.

     (i)  "DISABILITY" means the disability of a Participant such that the
          Participant is considered disabled under any retirement plan of the
          Company which is qualified under Section 401 of the Code, or as
          otherwise determined by the Committee.

     (j)  "DISINTERESTED PERSON" means a member of the Board who is considered a
          disinterested person within the meaning of Exchange Act Rule 16b-3, as
          hereinafter defined.

     (k)  "EMPLOYEE" means any full-time or part-time employee, including an
          officer or Director who is also an employee, of the Company or an
          Affiliate. Except with respect to grants of Incentive Stock Options,
          "Employee" shall also include other individuals and entities who are
          not `employees' of the Company or an Affiliate but who provide
          services to the Company or an Affiliate in the capacity of an
          independent contractor. References in this Plan to `employment' and
          related terms shall include the providing of services in any such
          capacity.

     (l)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended;
          "Exchange Act Rule 16b-3" means Rule 16b-3 promulgated by the
          Securities and Exchange Commission under the Exchange Act as in effect
          with respect to the Company, or any successor regulation.

     (m)  "FAIR MARKET VALUE" as of any date means, unless otherwise expressly
          provided in this Plan:

          (i)  CLOSING PRICE. The closing sale price of a Share, as hereinafter
               defined,

               (A)  NASDAQ. on the National Association of Securities Dealers,
                    Inc., Automated Quotation System National Market System,
                    herein referred to as "NASDAQ", or

               (B)  NYSE. if the Shares are not traded on such system, on the
                    composite tape for New York Stock Exchange, herein referred
                    to as "NYSE", listed shares, or

               (C)  SEC. if the Shares are not quoted on the NYSE composite
                    tape, on the principal United States securities exchange
                    registered under the Exchange Act on which the Shares are
                    listed, in any case on the date immediately preceding that
                    date, or, if no sale of Shares shall have occurred on that
                    date, on the next preceding day on which a sale of Shares
                    occurred; or

          (ii) COMMITTEE DETERMINATION. if clause (i) is not applicable, what
               the Committee determines in good faith to be one hundred percent
               (100%) of the fair market value of a Share on that date.



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          However, if the applicable securities exchange or system has closed
          for the day at the time the event occurs that triggers a determination
          of Fair Market Value, all references in this Paragraph (m) to the date
          immediately preceding that date shall be deemed to be references to
          that date. In the case of an Incentive Stock Option, if such
          determination of Fair Market Value is not consistent with the then
          current regulations of the Secretary of the Treasury, Fair Market
          Value shall be determined in accordance with said regulations. The
          determination of Fair Market Value shall be subject to adjustment as
          provided in Paragraph 12(f) hereof.

     (n)  "FUNDAMENTAL CHANGE" means a dissolution or liquidation of the
          Company, a sale of substantially all of the assets of the Company, a
          merger or consolidation of the Company with or into any other
          corporation, regardless of whether the Company is the surviving
          corporation, or a statutory share exchange involving capital stock of
          the Company.

     (o)  "INCENTIVE STOCK OPTION" means any Option designated as such and
          granted in accordance with the requirements of Section 422 of the Code
          or any successor to such section.

     (p)  "NON-QUALIFIED STOCK OPTION" means any Option other than an Incentive
          Stock Option.

     (q)  "OTHER STOCK BASED AWARD" means an Award of Stock or an Award based on
          Stock other than Options, Stock Appreciation Rights, Restricted Stock,
          or Performance Shares.

     (r)  "OPTION" means a right to purchase Stock, including both Non-Qualified
          Stock Options and Incentive Stock Options.

     (s)  "PARENT" means a "parent corporation," as that term is defined in
          Section 424(e) of the Code, or any successor provision.

     (t)  "PARTICIPANT" means an Employee to whom an Award is made.

     (u)  "PERFORMANCE PERIOD" means the period of time as specified in an
          Agreement over which Performance Shares are to be earned.

     (v)  "PERFORMANCE SHARES" means a contingent award of a specified number of
          Performance Shares, with each Performance Share equivalent to one
          Share, a variable percentage of which may vest depending upon the
          extent of achievement of specified performance objectives during the
          applicable Performance Period.

     (w)  "PLAN" means this 1996 Stock Incentive Plan, as amended and in effect
          from time to time.

     (x)  "RESTRICTED STOCK" means Stock granted under Paragraph 10 hereof so
          long as such Stock remains subject to one or more restrictions.

     (y)  "RETIREMENT" means termination of employment on or after age
          fifty-five (55), provided the Employee has been employed by the
          Company and/or one or more Affiliates for at least ten (10) years, or
          termination of employment on or after age sixty-two (62), provided in
          either case that the Employee has given the Company at least six (6)
          months prior written notice of such termination, or as otherwise
          determined by the Committee.

     (z)  "SHARE" means a share of Stock.

     (aa) "STOCK" means the common stock, No Dollars and Cane Cent (S00.01) par
          value per share, as such par value may be adjusted from time to time,
          of the Company.

     (bb) "STOCK APPRECIATION RIGHT" means a right, the value of which is
          determined relative to appreciation in value of Shares pursuant to an
          Award granted under Paragraph 8 hereof.



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     (cc) "SUBSIDIARY" means a "Subsidiary Corporation," as that term is defined
          in Section 424(f) of the Code, or any successor provision.

     (dd) "SUCCESSOR" with respect to a Participant, means the legal
          representative of an Incompetent Participant and, if the Participant
          is deceased, the legal representative of the estate of the Participant
          or the person or persons who may, by bequest or inheritance, or under
          the terms of an Award or of forms submitted by the Participant to the
          Committee under Paragraph 12(i) hereof, acquire the right to exercise
          an Caption or Stock Appreciation Right or receive cash and/or Shares
          issuable in satisfaction of an Award in the event of a Participant's
          death.

     (ee) "TERM" means the period during which an Option or Stock Appreciation
          Right may be exercised, or the period during which the restrictions
          placed on Restricted Stock or any other Award are in effect.

     (ff) GENDER. Except when otherwise indicated by the context, reference to
          the masculine gender shall include, when used, the feminine gender.

     (gg) NUMBER. In addition, any term used in the singular shall also include
          the plural-

     (hh) CAPTIONS. Captions are for ease in location of items, and are not part
          of the interpretation or administration of this document

3    ADMINISTRATION.

     (a)  AUTHORITY OF COMMITTEE. The Committee shall administer this Plan. The
          Committee shall have exclusive power to make Awards and to determine
          when and to whom Awards will be granted, and the form, amount, and
          other terms and conditions of each Award, subject to the provisions of
          this Plan. The Committee may determine whether, to what extent, and
          under what circumstances Awards may be settled, paid, or exercised in
          cash, Shares, or other Awards or other property, or canceled,
          forfeited, or suspended. The Committee shall have the authority to
          interpret this Plan and any Award or Agreement made under this Plan,
          to establish, amend, waive, and rescind any rules and regulations
          relating to the administration of this Plan, to determine the terms
          and provisions of any Agreements entered into hereunder, not
          inconsistent with this Plan, and to make all other determinations
          necessary or advisable for the administration of this Plan. The
          Committee may correct any defect, supply any omission, or reconcile
          any inconsistency in this Plan or in any Award in the manner and to
          the extent it shall deem desirable. All designations, determinations,
          interpretations, and other decisions, under, or with respect to, the
          Plan, or any Award, of the Committee in the administration of this
          Plan, as described herein, shall be final, binding, and conclusive.

     (b)  DELEGATION OF AUTHORITY. The Committee may delegate all or any part of
          its authority under this Plan to persons who are not Disinterested
          Persons for purposes of determining and administering Awards solely to
          Employees who are not then subject to the reporting requirements of
          Section 16 of the Exchange Act

     (c)  RULE 16b-3 COMPLIANCE. It is intended that this Plan, and all Awards
          granted pursuant to it, shall be administered by the Committee so as
          to permit this Plan and Awards to comply with Exchange Act Rule l6b-3.
          If any provision of this Plan or of any Award would otherwise
          frustrate or conflict with the intent expressed in this Paragraph
          3(c), that provision to the extent possible shall be interpreted and
          deemed amended in the manner determined by the Committee so as to
          avoid such conflict. To the extent of any remaining irreconcilable
          conflict with such intent, the provision shall be deemed void as
          applicable to Participants who are then subject to the reporting
          requirements of Section 16 of the Exchange Act to the extent permitted
          by law and in the manner deemed advisable by the Committee.



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     (d)  INDEMNIFICATION. To the full extent permitted by law, each member of
          the Committee, each former member of the Committee, and each person to
          whom the Committee delegates or has delegated authority under this
          Plan, shall be entitled to indemnification by the Company against and
          from any loss, liability, judgment, damage, cost, and reasonable
          expense incurred by such member, former member, or other person by
          reason of any action taken, failure to act, or determination made in
          good faith under or with respect to this Plan.

4    SHARES AVAILABLE; MAXIMUM PAYOUTS.

     (a)  SHARES AVAILABLE. The number of Shares available for distribution
          under this Plan is twenty million (20,000,000), based upon the
          authorized shares of the Company on June 28, 2000, subject to
          adjustment under Paragraph 12(t) hereof.

     (b)  SHARES AGAIN AVAILABLE. Any Shares subject to the terms and conditions
          of an Award under this Plan which are not used because the Award
          expires without all Shares subject to such Award having been issued,
          or because the terms and conditions of the Award are not met, may
          again be used for an Award under this Plan. Any Shares that are the
          subject of Awards which are subsequently forfeited to the Company,
          pursuant to the restrictions applicable to such Award, may again be
          used for an Award under this Plan. If a Participant exercises a Stock
          Appreciation Right, any Shares covered by the Stock Appreciation Right
          in excess of the number of Shares issued, or, in the case of a
          settlement in cash or any other form of property, in excess of the
          number of Shares equal in value to the amount of such settlement,
          based on the Fair Market Value of such Shares on the date of such
          exercise, may again be used for an Award under this Plan. If, in
          accordance with the Plan, a Participant uses Shares to

          (i)  pay a purchase or exercise price, including an Option exercise
               price, or

          (ii) satisfy tax withholdings, such Shares may again be used for an
               Award under this Plan.

     (c)  UNEXERCISED AWARDS. Any unexercised or undistributed portion of any
          terminated, expired, exchanged, or forfeited Award, or any Award
          settled in cash in lieu of Shares, except as provided in Paragraph
          4(b) hereof, shall be available for further Awards.

     (d)  NO FRACTIONAL SHARES. No fractional Shares may be issued under this
          Plan; fractional Shares will be rounded to the nearest whole Share.

     (e)  MAXIMUM PAYOUTS. No more than twenty-five percent (25%) of all Shares
          subject to this Plan may be granted in the aggregate pursuant to
          Restricted Stock.

5    ELIGIBILITY. Awards may be granted under this Plan to any Employee at the
     discretion of the Committee.

6    GENERAL TERMS OF AWARDS.

     (a)  AWARDS. Awards under this Plan may consist of Options, either
          Incentive Stock Options or Non-Qualified Stock Options, Stock
          Appreciation Rights, Performance Shares, Restricted Stock, and Other
          Stock-Based Awards. Awards of Restricted Stock may, in the discretion
          of the Committee, provide the Participant with dividends or dividend
          equivalents and voting rights prior to vesting, whether vesting is
          based on a period of time, the attainment of specified performance
          conditions, or otherwise.

     (b)  AMOUNT OF AWARDS. Each Agreement shall set forth the number of Shares
          of Restricted Stock, Stock, or Performance Shares subject to such
          Agreement, or the number of Shares to which the Option applies, or
          with respect to which payment upon the exercise of the Stock
          Appreciation Right is to be determined, as the case may be, together
          with such other terms and conditions



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          applicable to the Award, not inconsistent with this Plan, as
          determined by the Committee in its sole discretion.

     (c)  TERM. Each Agreement, other than those relating solely to Awards of
          Stock without restrictions, shall set forth the Term of the Award and
          any applicable Performance Period for Performance Shares, as the case
          may be. However, in no event shall the Term of an Award or the
          Performance Period be longer than ten (10) years after the date of
          grant. An Agreement with a Participant may permit acceleration of
          vesting requirements, and of the expiration of the applicable Term,
          upon such terms and conditions as shall be set forth in the Agreement,
          which may, but need not, include, without limitation, acceleration
          resulting from the occurrence of a Change in Control, a Fundamental
          Change, or the Participant's death, Disability, or Retirement.
          Acceleration of the Performance Period of Performance Shares shall be
          subject to Paragraph 9(b) hereof.

     (d)  AGREEMENTS. Each Award under this Plan shall be evidenced by an
          Agreement setting forth the terms and conditions, as determined by the
          Committee, which shall apply to such Award, in addition to the terms
          and conditions specified in this Plan.

     (e)  TRANSFERABILITY. During the lifetime of a Participant to whom an Award
          is granted, only such Participant, or such Participant's legal
          representative or, if so provided in the applicable Agreement in the
          case of a Non-Qualified Stock Option, a permitted transferee, as
          hereinafter described, may exercise an Option or Stock Appreciation
          Right or receive payment with respect to Performance Shares or any
          other Award No Award of Restricted Stock, prior to the expiration of
          the restrictions, Options, Stock Appreciation Rights, Performance
          Shares, or other Award, other than an award of Stock without
          restrictions, may be sold, assigned, transferred, exchanged, or
          otherwise encumbered, and any attempt to do so shall be of no affect.
          Notwithstanding the immediately preceding sentence,

          (i)  DEATH. an Agreement may provide that an Award shall be
               transferable to a Successor in the event of a Participant's
               death, and

          (ii) TRANSFER. an Agreement may provide that a Non-Qualified Stock
               Option shall be transferable to any member of a Participant's
               `immediate family', as such term is defined in Rule 16a-1(e)
               promulgated under the Exchange Act, or any successor rule or
               regulation, or to one or more trusts whose beneficiaries are
               members of such Participant's `immediate family', or to
               partnerships in which such family members are the only partners.
               This is provided, however, that

               (1)  CONSIDERATION. the Participant receives no consideration for
                    the transfer, and

               (2)  SAME TERMS. such transferred Non-Qualified Stock Option
                    shall continue to be subject to the same terms and
                    conditions as were applicable to such Non-Qualified Stock
                    Option immediately prior to its transfer.

     (f)  TERMINATION OF EMPLOYMENT. Except as otherwise determined by the
          Committee or provided by the Committee in an applicable Agreement, in
          case of termination of employment, the following provisions shall
          apply:

          (1)  OPTIONS AND STOCK APPRECIATION RIGHTS.

               (i)  DEATH. If a Participant who has been granted an Option or
                    Stock Appreciation Rights shall die before such Option or
                    Stock Appreciation Rights have expired, the Option or Stock
                    Appreciation Rights shall become exercisable in full, and
                    may be exercised by the Participant's Successor at any time,
                    or from time to time, within five (5) years after the date
                    of the Participant's death.



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               (ii) DISABILITY OR RETIREMENT. If a Participant's employment
                    terminates because of Disability or Retirement, the Option
                    or Stock Appreciation Rights shall become exercisable in
                    full, and the Participant may exercise his or her Options or
                    Stock Appreciation Rights at any time, or from time to time,

                    (x)  FIVE YEARS. within five (5) years after the date of
                         such termination if such termination results from the
                         Participant's Disability, or

                    (y)  THREE MONTHS. within three (3) months after the date of
                         such termination if such termination results from the
                         Participant's Retirement, or

                    (z)  DESIGNATED PERIOD. such longer period as the Committee
                         may permit, after the date of such termination if such
                         termination results from the Participant's Retirement.

              (iii) REASONS OTHER THAN DEATH, DISABILITY OR RETIREMENT. If a
                    Participant's employment terminates for any reason other
                    than death, Disability or Retirement, the unvested or
                    unexercised portion of any Award held by such Participant
                    shall terminate ninety (90) days after the date of
                    termination of employment.

              (iv)  EXPIRATION OF TERM. Notwithstanding the foregoing paragraphs
                    (i)-(iii), in no event shall an Option or a Stock
                    Appreciation Right be exercisable after expiration of the
                    Term of such Award.

           (2)  PERFORMANCE SHARES. If a Participant's employment with the
                Company or any of its Affiliates terminates during a Performance
                Period because of death, Disability, or Retirement, or under
                other circumstances provided by the Committee in its discretion
                in the applicable Agreement, the Participant shall be entitled
                to a payment of Performance Shares at the end of the Performance
                Period, based upon the extent to which achievement of
                performance targets was satisfied at the end of such period, as
                determined at the end of the Performance Period, and prorated
                for the portion of the Performance Period during which the
                Participant was employed by the Company or any Affiliate. Except
                as provided in this Section 6(f)(2) or in the applicable
                Agreement, if a Participant's employment terminates with the
                Company or any of its Affiliates during a Performance Period,
                then such Participant shall not be entitled to any payment with
                respect to that Performance Period.

           (3)  RESTRICTED STOCK. Unless otherwise provided in the applicable
                Agreement, in case of a Participant's death, Disability, or
                Retirement, the Participant shall be entitled to receive that
                number of shares of Restricted Stock under outstanding Awards
                which has been prorated for the portion of the Term of the
                Awards during which the Participant was employed by the Company
                or any Affiliate and, with respect to such Shares, all
                restrictions shall lapse.

     (g)  RIGHTS AS SHAREHOLDER. A Participant shall have no rights as a
          shareholder with respect to any securities covered by an Award until
          the date the Participant becomes the holder of record.

7    STOCK OPTIONS.

     (a)  TERM OF ALL OPTIONS. Each Option shall be granted pursuant to an
          Agreement as either an Incentive Stock Option or a Non-Qualified Stock
          Option. Only Non-Qualified Stock Options may be granted to Employees
          who are not employees of the Company or an Affiliate. The purchase
          price of each Share subject to an Option shall be determined by the
          Committee and set forth in the



<PAGE>   10

          Agreement, but shall not be less than one hundred percent (100%) of
          the Fair Market Value of a Share as of the date the Option is granted.
          The purchase price of the Shares with respect to which an Option is
          exercised shall be payable in full at the time of exercise, provided
          that if the Stock is registered under the Exchange Act, to the extent
          permitted by law, Participants may simultaneously exercise Options and
          sell the Shares thereby acquired pursuant to a brokerage or similar
          relationship and use the proceeds from such sale to pay the purchase
          price of such Shares. Notwithstanding any provision in any Agreement
          to the contrary, the purchase price must be paid in cash (or by check
          acceptable to the Committee) or, if the Committee so permits, through
          a reduction of the number of Shares delivered to the Participant upon
          exercise of the Option or delivery to the Company of Shares held by
          such Participant (or a combination thereof), in each case, such Shares
          must have a Fair Market Value as of the date the Option is exercised
          equal to the purchase price of the Shares being purchased pursuant to
          the Option and such Shares must have been (a) purchased on a national
          stock exchange or on the NASDAQ NMS system or (b) issued and
          outstanding more than six (6) months before the date the Option is
          exercised. If the Committee so determines, the Agreement relating to
          any Option may provide for the issuance of Reload Options, as
          hereinafter defined, pursuant to which, subject to the terms and
          conditions established by the Committee and any applicable
          requirements of Exchange Act Rule 16b-3 or any other applicable law,
          the Participant will, either automatically or subject to subsequent
          Committee approval, be granted a new option when the payment of the
          exercised price of the original Option, or the payment of tax
          withholdings pursuant to Paragraph 12(d) hereof, is made through the
          delivery to the Company of Shares held by such Participant. Such new
          "Reload Option" shall

          (i)  OPTION TO PURCHASE. be an Option to purchase the number of Shares
               provided as consideration for the exercise price and in payment
               of taxes in connection with the exercise of the original Option,

          (ii) PER SHARE PRICE. have a per Share exercise price equal to the
               Fair Market Value as of the date of exercise of the original
               Option.

          Each Option shall be exercisable in whole or in part on the terms
          provided in the Agreement. In no event shall any Option be exercisable
          at any time after its Term. When an Option is no longer exercisable,
          it shall be deemed to have lapsed or terminated. On or before December
          31, 1998, no Participant may receive any combination of Options to
          purchase and Stock Appreciation Rights relating to more than 300,000
          Shares in the aggregate pursuant to Awards in any calendar year under
          this Plan. On and after January 1, 1999, no Participant may receive
          any combination of Options to purchase and Stock Appreciation Rights
          relating to more than 1,275,000 Shares in the aggregate pursuant to
          Awards in any calendar year under this Plan.

     (b)  INCENTIVE STOCK OPTIONS. In addition to the other terms and conditions
          applicable to ail Options:

          (i)  FAIR MARKET VALUE. The aggregate Fair Market Value, determined as
               of the date the Option is granted, of the Shares with respect to
               which Incentive Stock Options held by an individual first become
               exercisable in any calendar year, under this Plan and all other
               incentive stock option plans, described in subsection (d) of
               Section 422 of the Code, of the Company and its Affiliates, shall
               not exceed One Hundred Thousand and no/100 Dollars ($100,000), or
               such other limit as may be required by the Code, if such
               limitation is necessary to qualify the Option as an Incentive
               Stock Option. To the extent an Option or Options granted to a
               Participant exceed such limit, such Option or Options shall be
               treated as a Non=Qualified Stock Option;

          (ii) TIME LIMITATION. an Incentive Stock Option shall not be
               exercisable and the Term of the Award shall not be more than ten
               (10) years after the date of grant, or such other limit as may be
               required by the Code, if such limitation is necessary to qualify
               the Option as an Incentive Stock Option;



<PAGE>   11

          (iii) COMMITTEE DETERMINATION. the Agreement covering an Incentive
                Stock Option shall contain such other terms and provisions which
                the Committee determines necessary to qualify such Option as an
                Incentive Stock Option; and

          (iv)  TEN PERCENT LIMITATION. notwithstanding any other provision of
                this Plan to the contrary, no Participant may receive an
                Incentive Stock Option under this Plan ii; at the time the Award
                is granted, the Participant owns, after application of the rules
                contained in Section 424(d) of the Code, or its Successor
                provision, Shares possessing more than ten percent (10%) of the
                total combined voting power of all classes of stock of the
                Company or its subsidiaries. However, this restriction will not
                apply if

                (A)  PRICE. the option price for such Incentive Stock Option is
                     at least one hundred ten percent (110%) of the Fair Market
                     Value of the Shares subject to such Incentive Stock Option
                     on the date of grant and

                (B)  DURATION. such Option is not exercisable after the date
                     five (5) years from the date such Incentive Stock Option is
                     granted.

8    STOCK APPRECIATION RIGHTS. An Award of a Stock Appreciation Right shall
     entitle the Participant, subject to terms and conditions determined by the
     Committee, to receive, upon exercise of the Stock Appreciation Right, all
     or a portion of the excess of

     (i)  FAIR MARKET VALUE. the Fair Market Value of a specified number of
          Shares as of the date of exercise of the Stock Appreciation Right over

     (ii) MINIMUM PRICE. specified price which shall not be less than one
          hundred percent (100%) of the Fair Market Value of such Shares as of
          the date of grant of the Stock Appreciation Right.

     A Stock Appreciation Right may be granted in connection with a previously
     or contemporaneously granted Option, or independent of any Option. If
     issued in connection with an Option, the Committee may impose a condition
     that exercise of a Stock Appreciation Right cancels the Option with which
     it is connected and exercise of the connected Option cancels the Stock
     Appreciation Right. Each Stock Appreciation Right may be exercisable in
     whole or in part on the terms provided in the Agreement. Notwithstanding
     anything to the contrary stated in this Plan, no Stock. Appreciation Right
     shall be exercisable prior to six (6) months from the date of grant except
     in the event of the death or Disability of the Participant. No Stock
     Appreciation Right shall be exercisable at any time after its Term. When a
     Stock Appreciation Right is no longer exercisable, it shall be deemed to
     have lapsed or terminated. Except as otherwise provided in the applicable
     Agreement, upon exercise of a Stock Appreciation Right, payment to the
     Participant, or to his or her successor, shall be made in the form of cash,
     Stock, or a combination of cash and Stock as promptly as practicable after
     such exercise. The Agreement may provide for a limitation upon the amount
     or percentage of the total appreciation on which payment, whether in cash,
     Stock, or a combination thereof, may be made in the event of the exercise
     of a Stock Appreciation Right. As specified in Paragraph 7(a) hereof, no
     Participant may receive any combination of options to purchase and Stock
     Appreciation Rights relating to more than one hundred thousand (100,000)
     Shares in the aggregate pursuant to Awards in any year under this Plan.

9    PERFORMANCE SHARES.

     (a)  INITIAL AWARD. An Award of Performance Shares shall entitle a
          Participant, or a Successor, to future payments based upon the
          achievement of performance targets established in writing by the
          Committee. Payment shall be made in Stock, or a combination of cash
          and Stock, as determined by the Committee, provided that at least
          twenty-five (25%) of the value of the vested Performance shares shall
          be distributed in the form of Stock. With respect to those
          Participants who are "covered employees" within the meaning of Section
          162(m) of the Code and the regulations thereunder, such performance
          targets shall consist of one, or any combination of two or more, of



<PAGE>   12

          earnings or earnings per share before income tax (profit before
          taxes), net earnings or net earnings per share (profits after tax),
          inventory, total, or net operating asset turnover, operating income,
          total shareholder return, return on equity, pre-tax and preinterest
          expense return on average invested capital, which may be expressed on
          a current value basis, or sales growth. Any such targets may relate to
          one or any combination of two or more of corporate, group, unit,
          division, Affiliate or individual performance. The Agreement may
          establish that a portion of the maximum amount of a Participant's
          Award will be paid for performance which exceeds the minimum target
          but falls below the maximum target applicable to such Award. The
          Agreement shall also provide for the timing of such payment. Following
          the conclusion or acceleration of each Performance Period, the
          Committee shall determine the extent to which

          (i)  PERFORMANCE TARGETS. performance targets have been attained, (ii)
               any other terms and conditions with respect to an Award relating
               to such Performance Period have been satisfied, and

          (ii) PAYMENT DUE. payment is due with respect to a Performance share
               Award

          No Participant may receive Performance Shares relating to more than
          one hundred thousand (100,000) Shares pursuant to Awards in any year
          under this Plan.

     (b)  ACCELERATION AND ADJUSTMENT. The Agreement may permit an acceleration
          of the Performance Period and an adjustment of performance targets and
          payments with respect to some or all of the Performance Shares awarded
          to a Participant, upon such terms and conditions as shall be set forth
          in the Agreement, upon the occurrence of certain events, which may,
          but need not, include, without limitation, a Change in Control, a
          Fundamental Change, the Participant's death, Disability, or
          Retirement, a change in accounting practices of the Company or its
          Affiliates, or, with respect to payments in Stock for Performance
          Share Awards, a reclassification, stock dividend, stock split, or
          stock combination as provided in Paragraph 12(f) hereof.

     (c)  VALUATION. Each Performance Share earned after conclusion of a
          Performance Period shall have a value equal to the Fair Market Value
          of a Share on the last day of such Performance Period.

10   RESTRICTED STOCK. Subject to Paragraph 4(e), Restricted Stock may be
     granted in the form of Shares registered in the name of the Participant but
     held by the Company until the end of the Term of the Award. Any employment
     conditions, performance conditions, and the Term of the Award shall be
     established by the Committee in its discretion and included in the
     applicable Agreement. The Committee may provide in the applicable Agreement
     for the lapse or waiver of any such restriction or condition based on such
     factors or criteria as the Committee, in its sole discretion, may
     determine. No Award of Restricted Stock may vest earlier than one (1) year
     from the date of grant, except as provided in the applicable Agreement.

11   OTHER STOCK-BASED AWARDS. Subject to Paragraph 4(e), the Committee may from
     time to time grant Awards of Stock, and other Awards under this Plan,
     collectively herein defined as "Other Stock-Based Awards", including,
     without limitation, those Awards pursuant to which Shares may be acquired
     in the future, such as Awards denominated in Stock units, securities
     convertible into Stock, and phantom securities. The Committee, in its sole
     discretion, shall determine the terms and conditions of such Awards,
     provided that such Awards shall not be inconsistent with the terms and
     purposes of this Plan and comply with Rule 16b-3 and applicable law. The
     Committee may, in its sole discretion, direct the Company to issue Shares
     subject to restrictive legends and/or stop transfer instructions which are
     consistent with the terms and conditions of the Award to which such Shares
     relate.

12   GENERAL PROVISIONS.

     (a)  EFFECTIVE DATE OF THIS PLAN. This Plan shall become effective as of
          May 15, 1996.



<PAGE>   13

     (b)  DURATION OF THIS PLAN. This Plan shall remain in effect until all
          Stock subject to it shall be distributed, or all Awards have expired
          or lapsed, whichever is latest to occur, or this Plan is terminated
          pursuant to Section 12(e) hereof. No Award of an Incentive Stock
          Option shall be made more than ten (10) years after the effective date
          provided in Paragraph 12(a) hereof, or such other limit as may be
          required by the Code, if such limitation is necessary to qualify the
          Option as an Incentive Stock Option. The date and time of approval by
          the Committee of the granting of an Award shall be considered the date
          and time at which such Award is made or granted, notwithstanding the
          date of any Agreement with respect to such Award. This is provided,
          however, that the Committee may grant Awards other than Incentive
          Stock Options to be effective and deemed to be granted on the
          occurrence of certain specified contingencies.

     (c)  RIGHT TO TERMINATE EMPLOYMENT. Nothing in this Plan or in any
          Agreement shall confer upon any Participant who is an Employee the
          right to continue in the employment of the Company or any Affiliate or
          affect any right which the Company or any Affiliate may have to
          terminate or modify the employment of the Participant with or without
          cause.

     (d)  TAX WITHHOLDING. The Company may withhold from any payment of cash or
          Stock to a Participant or other person under this Plan an amount
          sufficient to cover any required Withholding taxes, including the
          Participant's social security and Medicare taxes (FICA) and federal,
          state, and local income tax, with respect to income arising from
          payment of the Award. The Company shall have the right to require the
          payment of any such taxes before issuing any Stock pursuant to the
          Award. In lieu of all or any part of a cash payment from a person
          receiving Stock under this Plan, the individual may elect to cover all
          or any part of the required withholdings, and to cover any additional
          withholdings up to the minimum amount needed to cover the individual's
          full FICA and federal, state, and local income tax, with respect to
          income arising from payment of the Award through a reduction of the
          number of Shares delivered to such individual or a subsequent return
          to the Company of Shares held by the Participant or other person. Each
          case shall be valued in the same manner as used in computing the
          withholding taxes under the applicable laws, subject to the
          limitations of the following sentence. Unless the Committee otherwise
          permits, such elections are subject to the following limitations if,
          and to the extent, such limitations are necessary to comply with
          Exchange Act Rule 16b-3 or any successor provision:

          (1)  SECTION 16 LIMITATIONS. Except as set forth in clause (iii)
               below, any such election by a Participant who is then subject to
               reporting requirements of Section 16 of the Exchange Act or any
               successor provision, hereinafter referred to as "Section
               16(degree), or a Successor of such a Participant, shall be
               subject to the conditions set forth in clauses (i) and (ii)
               below:

               (i)  (A)  ELECTION PERIOD. The election shall be made during the
                         period beginning on the third (3rd) business day
                         following the date of public release of the Company's
                         quarterly or annual summary statements of sales and
                         earnings and ending on the twelfth (12th) business day
                         following such date, or

                    (B)  ELECTION TIME. the election shall be made at least six
                         (6) months prior to the date the Award is paid to the
                         Participant;

               (ii)  PAYMENT PERIOD. a period of at least six (6) months shall
                     elapse between the date of grant of the Award to which the
                     payment relates and the date such Award is paid to the
                     Participant. However, such restriction does not apply in
                     the event death or Disability of the Participant occurs
                     prior to such election and during that six (6) month
                     period;

               (iii) TAX ALLOCATIONS. Notwithstanding the foregoing, a
                     Participant who tenders previously owned Shares to the
                     Company in payment of the purchase price of Shares in
                     connection with exercise of an Option may also tender
                     previously owned Shares to the Company in satisfaction of
                     any minimum tax withholding



<PAGE>   14

                    obligations in connection with such Option exercise without
                    regard to the time periods set forth in clauses (i) and (ii)
                    above.

          The foregoing restrictions do not apply to any Participant who is not
          subject to the reporting requirements of Section 16 at the time of the
          election.

          (2)  COMMITTEE APPROVALS. Any such election by a Participant who is
               subject to the reporting requirements of Section 16 at the time
               is irrevocable and is subject to approval by the Committee. The
               Committee's approval may be granted in advance but is subject to
               revocation by the Committee at any time.

     (e)  AMENDMENT, MODIFICATION AND TERMINATION OF THIS PLAN. Except as
          provided in this Paragraph 12(e), the Board may at any time amend,
          modify, terminate, or suspend this Plan. Except as provided in this
          Paragraph 12(e), the Committee may at any time alter or amend any or
          all Agreements under this Plan to the extent permitted by law.
          Amendments are subject to approval of the shareholders of the Company
          only if such approval is necessary to maintain this Plan in compliance
          with the requirements of Exchange Act Rule 16b-3, Section 422 of the
          Code, their successor provisions, or any other applicable law or
          regulation. No termination, suspension, or modification of this Plan
          may materially and adversely affect any right acquired by any
          Participant, a Participant's legal representative, or any Successor
          under an Award granted before the date of termination, suspension, or
          modification, unless otherwise agreed by the Participant in the
          Agreement or otherwise, or required as a matter of law. It is
          conclusively presumed that any adjustment for changes in
          capitalization provided for in Paragraphs 9(b) or 12(f) hereof does
          not adversely affect any right of a Participant under an Award.

     (f)  ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Appropriate adjustments in
          the aggregate number and type of Shares available for Awards under
          this Plan, in the limitations on the number and type of Shares that
          may be issued to an individual Participant, in the number and type of
          Shares and amount of cash subject to Awards then outstanding, in the
          Option exercise price as to any outstanding Options and, subject to
          Paragraph 12(g) hereof, in outstanding Performance Shares and payments
          with respect to outstanding Performance Shares may be made by the
          Committee, in its sole discretion, to give effect to adjustments made
          in the number or type of Shares through a Fundamental Change, subject
          to Paragraph 12(g) hereof, recapitalization, reclassification, stock
          dividend, stock split, stock combination, or other relevant change,
          provided that fractional Shares shall be rounded to the nearest whole
          Share.

     (g)  FUNDAMENTAL CHANGE. In the event of a proposed Fundamental Change,

          (A)  MERGER, CONSOLIDATION, OR EXCHANGE. involving a merger,
               consolidation, or statutory share exchange, unless appropriate
               provision shall be made, which the Committee may, but shall not
               be obligated to, make, for the protection of the outstanding
               Options and Stock Appreciation Rights by the substitution of
               options, stock appreciation rights, and appropriate voting common
               stock of the corporation surviving any such merger or
               consolidation or, if appropriate, the Parent of such surviving
               corporation, to be issuable upon the exercise of options, or used
               to calculate payments upon the exercise of stock appreciation
               rights in lieu of Options, Stock Appreciation Rights, and capital
               stock of the Company, or

          (B)  DISSOLUTION OR LIQUIDATION. involving the dissolution or
               liquidation of the Company, the Committee may, but shall not be
               obligated to, declare, at least twenty (20) days prior to the
               occurrence of the Fundamental Change, and provide written notice
               to each holder of an Option or Stock Appreciation Right of the
               declaration, that each outstanding option and Stock Appreciation
               Right, whether or not then exercisable, shall be canceled at the
               time of, or immediately prior to the occurrence of, the
               Fundamental Change in exchange for payment to each holder of an
               Option or Stock Appreciation Right, within twenty (20) days after
               the Fundamental Change, of cash equal to



<PAGE>   15

               (i)   SHARE PRICE. for each Share covered by the canceled Option,
                     the amount, if any, by which the Fair Market Value, as
                     defined in this Paragraph 12(g) per share exceeds the
                     exercise price per Share covered by such Option or

               (ii)  STOCK APPRECIATION RIGHT PRICE. for each Stock Appreciation
                     Right, the price determined pursuant to Paragraph 8 hereof,
                     except that Fair Market Value of the Shares as of the date
                     of exercise of the Stock Appreciation Right, as used in
                     clause (i) of Paragraph 8, shall be deemed to mean Fair
                     Market Value for each Share with respect to which the Stock
                     Appreciation Right is calculated determined in the manner
                     hereinafter referred to in this Paragraph 12(g).

          At the time of the declaration provided for in the immediately
          preceding sentence, each Stock Appreciation Right that has been
          outstanding for at least six (6) months and each Option shall
          immediately become exercisable in full. Each person holding an Option
          or a Stock Appreciation Right shall have the right, during the period
          preceding the time of cancellation of the Option or Stock Appreciation
          Right, to exercise the Option as to all or any part of the Shares
          covered thereby, or the Stock Appreciation Right in whole or in part,
          as the case may be. In the event of a declaration pursuant to this
          Paragraph 12(g), each outstanding Option and Stock Appreciation Right
          that shall not have been exercised prior to the Fundamental Change
          shall be canceled at the time of, or immediately prior to, the
          Fundamental Change, as provided in the declaration. Notwithstanding
          the foregoing, no person holding an Option or Stock Appreciation Right
          shall be entitled to the payment provided for in this Paragraph 12(g)
          if such Option or Stock Appreciation Right shall have expired pursuant
          to an Agreement. For purposes of this Paragraph 12(g) only, "Fair
          Market Value" per Share means the cash plus the fair market value, as
          determined in good faith by the Committee, of the non-cash
          consideration to be received per Share by the shareholders of the
          Company upon the occurrence of the Fundamental Change, notwithstanding
          anything to the contrary provided in this Plan.

     (h)  OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits
          received by a Participant under an Award shall not be deemed a part of
          a Participant's regular, recurring compensation for purposes of any
          termination, indemnity, or severance pay laws and shall not be
          included in, nor have any effect on, the determination of benefits
          under any other employee benefit plan, contract, or similar
          arrangement provided by the Company or an Affiliate, unless expressly
          so provided by such other plan, contract, or arrangement, or the
          Committee determines that an Award or portion of an Award should be
          included to reflect competitive compensation practices or to recognize
          that an Award has been made in lieu of a portion of competitive cash
          compensation.

     (i)  BENEFICIARY UPON PARTICIPANT'S DEATH. To the extent that the transfer
          of a Participant's Award at death is permitted by this Plan or under
          an Agreement,

          (A)  TRANSFER TO BENEFICIARY. a Participant's Award shall be
               transferable to the beneficiary, if any, designated on forms
               prescribed by and filed with the Committee, and

          (B)  BENEFICIARY'S RIGHTS. upon the death of the Participant, such
               beneficiary shall succeed to the rights of the Participant to the
               extent permitted by law and this Plan.

          If no such designation of a beneficiary has been made, the
          Participant's legal representative shall succeed to the Awards, which
          shall be transferable by will or pursuant to laws of descent and
          distribution to the extent permitted by this Plan or under an
          Agreement.

     (j)  UNFUNDED PLAN. This Plan shall be unfunded. The Company shall not be
          required to segregate any assets that may at any time be represented
          by Awards under this Plan. Neither the Company, its Affiliates, the
          Committee, nor the Board shall be deemed to be a trustee of any
          amounts to be paid under this Plan, nor shall anything contained in
          this Plan, or any action taken pursuant to its provisions, create or
          be construed to create a fiduciary relationship between the Company
          and/or



<PAGE>   16

          its Affiliates, and a Participant or Successor. To the extent any
          person acquires a right to receive an Award under this Plan, such
          right shall be no greater than the right of an unsecured general
          creditor of the Company.

     (k)  LIMITS OF LIABILITY.

          (i)  COMPANY LIABILITY. Any liability of the Company to any
               Participant with respect to an Award shall be based solely upon
               contractual obligations created by this Plan and the Agreement.

          (ii) PERSONAL LIABILITY. Except as may be required by law, neither the
               Company nor any member or former member of the Board or of the
               Committee, nor any other person participating, including
               participation pursuant to a delegation of authority under
               Paragraph 3(b) hereof, in any determination of any question under
               this Plan, or in the interpretation, administration, or
               application of this Plan, shall have any liability to any party
               for any action taken or not taken in good faith under this Plan.

     (l)  COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS. No certificate for
          Shares distributable pursuant to this Plan shall be issued and
          delivered unless the issuance of such certificate complies with all
          applicable legal requirements including, without limitation,
          compliance with the provisions of applicable state securities laws,
          the Securities Act of 1933, as amended and in effect from time to
          time, or any successor statute, the Exchange Act, and the requirements
          of the exchanges, if any, on which the Company's Shares may, at the
          time, be listed.

     (m)  DEFERRALS AND SETTLEMENTS. The Committee may 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 this Plan. It may also provide that deferred
          settlements include the payment or crediting of Interest on the
          deferral amounts.

13   GOVERNING LAW. To the extent that federal laws do not otherwise control,
     this Plan and all determinations made, and actions taken pursuant to this
     Plan, shall be governed by the laws of Minnesota and construed accordingly.

14   SEVERABILITY. In the event any provision of this Plan shall be held illegal
     or invalid for any reason, the illegality or invalidity shall not affect
     the remaining parts of this Plan. This Plan shall be construed and enforced
     as if the illegal or invalid provision had not been included.

15   PRIOR PLAN. Notwithstanding the adoption of this Plan by the Board and
     approval of this Plan by the Company's shareholders, as provided by
     Paragraph 12(a) hereof, the Company's 1995 Stock Option Plan, as amended,
     hereinafter referred to as the "Option Plan", shall remain in effect, but
     no more grants or awards may be made under said Option Plan.