Exhibit 10.34


AMENDED AND
RESTATED

NORTHWEST AIRLINES CORPORATION

1999 STOCK INCENTIVE PLAN


(As Amended
Through December 7, 2001)


Section 1. Purpose.


The purpose of the Northwest Airlines Corporation 1999
Stock Incentive Plan (the “Plan”) is to promote the interests of the Company
and its stockholders by assisting the Company and its Affiliates in attracting
and retaining employees, to offer such employees incentives to put forth
maximum efforts for the success of the Company and its Affiliates and to further
align employees’ interests with those of the Company’s stockholders.


Section 2. Definitions.


As used in the Plan, the following terms shall have the
meanings set forth below:


(a)           “Affiliate”
shall mean (i) any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company, and (ii) any entity in which
the Company has a significant equity interest, in each case as determined by
the Committee.


(b)           “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award, or Other Stock-Based Award granted under the
Plan.


(c)           “Award
Agreement” shall mean any written agreement, contract or other instrument or
document evidencing any Award granted under the Plan.


(d)           “Cause”
shall mean with respect to the termination of a Participant’s employment with
the Company or any Affiliate (i) an act or acts of personal dishonesty by
the Participant intended to result in substantial personal enrichment of the
Participant at the expense of the Company or an Affiliate; (ii) an act or
acts of personal dishonesty by the Participant intended to cause substantial
injury to the Company or an Affiliate; (iii) material breach (other than
as a result of a Disability) by the Participant of the Participant’s
obligations under the terms and conditions of the Participant’s employment,
which action was (A) undertaken without a reasonable belief that the
action was in the best interest of the Company or an Affiliate and (B) not
remedied within a reasonable period of time after receipt of written notice
from the Company or an Affiliate specifying the alleged breach, or
(iv) the conviction of the Participant of a felony.


(e)           “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any regulations promulgated thereunder. A reference to any provision of the
Code shall include reference to any successor provision of the Code.


(f)            “Committee”
shall mean a committee of the Company designated by the Board of Directors of
the Company to administer the Plan, which shall consist of members appointed
from time to time by the Board of Directors.


(g)           “Company”
shall mean NORTHWEST AIRLINES CORPORATION, a Delaware corporation, and any
successor corporation.


(h)           “Disability”
shall mean the Participant’s physical or mental condition which prevents
continued performance of his or her duties and for which the Participant
establishes by medical evidence that



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such condition will be permanent and continuous during the remainder of
the Participant’s life or is likely to be of at least three (3) years’
duration.


(i)            “Eligible
Person” shall mean any employee, consultant or independent contractor providing
services to the Company or any Affiliate who the Committee determines to be an
Eligible Person.


(j)            “Fair
Market Value” shall mean, with respect to any property (including, without
limitation, any shares or other securities), the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee. Notwithstanding the foregoing, unless otherwise
determined by the Committee, the Fair Market Value of shares on a given date
for purposes of the Plan shall be the average of the opening and closing sale
prices of the shares as reported on the NASDAQ National Market System on such
date or, if such System is not open for trading on such date, on the day
closest to such date when such System is open for trading.


(k)           “Option”
shall mean an option granted under Section 6(a) of the Plan that shall not
be an incentive stock option within the meaning of Section 422 of the Code
or any successor provision.


(l)            “Other
Stock-Based Award” shall mean any right granted under Section 6(e) of the
Plan.


(m)          “Participant”
shall mean an Eligible Person designated to be granted an Award under the Plan.


(n)           “Performance
Award” shall mean any right granted under Section 6(d) of the Plan.


(o)           “Person”
shall mean any individual, corporation, partnership, association or trust.


(p)           “Plan”
shall mean this 1999 Stock Incentive Plan, as amended from time to time.


(q)           “Restricted
Stock” shall mean any Share granted under Section 6(c) of the Plan.


(r)            “Restricted
Stock Unit” shall mean any unit granted under Section 6(c) of the Plan
evidencing the right to receive a Share (or a cash payment equal to the Fair
Market Value of a Share) at some future date.


(s)           “Retirement”
shall mean separation from service with the Company or an Affiliate pursuant to
a pension plan maintained by the Company or such Affiliate.


(t)            “Shares”
shall mean shares of Common Stock, $0.01 par value, of the Company or such
other securities or property as may become subject to Awards pursuant to an
adjustment made under Section 4(c) of the Plan.


(u)           “Stock
Appreciation Right” shall mean any right granted under Section 6(b) of the
Plan.


Section 3. Administration.


(a)           Power and Authority of the Committee. The
Plan shall be administered by the Committee. Subject to the express provisions
of the Plan and to applicable law, the Committee shall have full power and
authority to:


(i)            designate Participants;


(ii)           determine the type or types of Awards
to be granted to each Participant under the Plan;


(iii)          determine the number of shares to be
covered by (or with respect to which payments, rights or other matters are to
be calculated in connection with) each Award;


(iv)          determine the terms and conditions of
any Award or Award Agreement;



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(v)           amend the terms and conditions of any
Award or Award Agreement and accelerate the exercisability of Options or the
lapse of restrictions relating to Restricted Stock, Restricted Stock Units or
other Awards;


(vi)          determine whether, to what extent and
under what circumstances Awards may be exercised in cash, shares, other
securities, other Awards or other property, or canceled, forfeited or suspended;


(vii)         determine whether, to what extent and
under what circumstances cash, shares, other securities, other Awards, other
property and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof
or the Committee;


(viii)        interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan;


(ix)           establish, amend, suspend or waive
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and


(x)            make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.


Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive and binding upon any Participant,
any holder or beneficiary of any Award and any employee of the Company or any
Affiliate.


(b)           Delegation. Except to the extent
prohibited by applicable law, the Committee may allocate all or any portion of
its powers and duties under the Plan to any one or more of its members and may
delegate its powers and duties under the Plan to any person or persons selected
by it, subject to such terms, conditions and limitations as the Committee may
establish in its sole discretion. Any such allocation or delegation may be
revoked by the Committee at any time.


(c)           Power and Authority of the Board of Directors.
Notwithstanding anything to the contrary contained herein, the Board of
Directors may, at any time and from time to time, without any further action of
the Committee, exercise the powers and duties of the Committee under the Plan.


Section 4. Shares
Available for Awards.


(a)           Shares Available under the Plan. Subject
to adjustment as provided in Section 4(c), the aggregate number of shares
that may be issued under all Awards under the Plan shall be 9,000,000, subject
to the following:


(i)            If any shares covered by an Award or
to which an Award relates are not purchased or are forfeited, or if an Award
otherwise terminates without delivery of any shares, then the number of shares
counted against the aggregate number of shares available under the Plan with
respect to such Award, to the extent of any such forfeiture or termination,
shall again be available for granting Awards under the Plan.


(ii)           If the exercise price of any Option
granted under the Plan is satisfied by tendering shares to the Company, only
the number of shares issued net of the shares tendered shall be deemed issued
under the Plan.


(iii)          Shares delivered under the Plan in
settlement, assumption or substitution of outstanding awards (or obligations to
grant future awards) under the plans or arrangements of another entity shall
not reduce the aggregate number of shares available under the Plan to the
extent that such



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settlement, assumption or substitution
is a result of the Company or an Affiliate acquiring another entity (or an
interest in another entity).


Shares to be issued under the Plan shall be shares reacquired and held
in the treasury of the Company.


(b)           Accounting for Awards. For purposes of
this Section 4, if an Award entitles the holder thereof to receive or
purchase shares, the number of shares covered by such Award or to which such
Award relates shall be counted on the date of grant of such Award against the
aggregate number of shares available for granting Awards under the Plan.


(c)           Adjustments. In the event that the
Committee shall determine that any dividend or other distribution (whether in
the form of cash, shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of
shares or other securities of the Company, issuance of warrants or other rights
to purchase shares or other securities of the Company or other similar
corporate transaction or event affects the shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of shares (or
other securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise
price with respect to any Award; provided, however, that the number of shares
covered by any Award or to which such Award relates shall always be a whole
number.


Section 5. Eligibility.


Any Eligible Person shall be eligible to be designated a
Participant. In determining which Eligible Persons shall receive an Award and
the terms of any Award, the Committee may take into account the nature of the
services rendered by the respective Eligible Persons, their present and
potential contributions to the success of the Company or such other factors as
the Committee, in its discretion, shall deem relevant.


Section 6. Awards.


(a)           Options. The Committee is hereby authorized
to grant Options to Participants with the following terms and conditions and
with such additional terms and conditions not inconsistent with the provisions
of the Plan as the Committee shall determine:


(i)            Exercise
Price. The purchase price per Share purchasable under an Option
shall be the price specified by the Committee.


(ii)           Option
Term. The term of each Option shall be fixed by the Committee.


(iii)          Period
of Exercise; Termination of Employment. The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part and shall provide for exercisability of Options in the event of death,
disability, retirement or other termination of employment of the Participant.
Unless otherwise provided in any applicable Award Agreement or otherwise
determined by the Committee, the following provisions shall apply with respect
to the exercisability of Options previously granted to a Participant under the
Plan in the event the Participant’s employment with the Company or any Affiliate
is terminated:


(A)          Retirement.
If a Participant’s employment with the Company or any Affiliate is terminated
by reason of the Participant’s Retirement, then any portion of any Option
previously granted to the Participant that was exercisable as of the date of
such Retirement



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and not previously exercised may
be exercised by the Participant at any time within one (1) year after the
date of such Retirement; provided, however, that if the Participant dies or
becomes Disabled within one (1) year after such Retirement, then any
portion of the Option that was exercisable as of the date of the Participant’s
Retirement and not previously exercised shall not terminate pursuant to this
Section 6(a)(iii) and may be exercised during the remainder of the
term of the Option by the Participant or by the estate of the Participant or a
person who shall have acquired the right to exercise the Option by bequest or
inheritance. Any portion of any such Option that was not exercisable as of the
date of such Retirement shall be canceled immediately upon such Retirement.


(B)           Death
or Disability. If a Participant’s employment with the Company or any
Affiliate is terminated by reason of the Participant’s death or Disability,
then any portion of any Option previously granted to the Participant that was
exercisable as of the date of such death or Disability and not previously
exercised shall not terminate and may be exercised during the remainder of the
term of the Option by the Participant or by the estate of the Participant or a
person who shall have acquired the right to exercise the Option by bequest or
inheritance. Any portion of any such Option that was not exercisable as of the
date of such death or Disability shall be canceled immediately upon such death
or Disability.


(C)           Termination
of Employment for Cause. If a Participant’s employment with the
Company or any Affiliate shall terminate for Cause, any Option previously
granted to the Participant, to the extent not previously exercised, shall be
canceled immediately upon such termination of employment.


(D)          Termination
of Employment Other Than for Cause, Death, Disability or Retirement.
If a Participant’s employment with the Company or any Affiliate shall be
terminated otherwise than by reason of Cause, death, Disability or Retirement,
any portion of any Option previously granted to the Participant that was
exercisable as of the date of such termination of employment and not previously
exercised may be exercised by the Participant at any time within ninety
(90) days after the date of such termination of employment. Any portion of
any such Option that was not exercisable as of the date of such termination of
employment shall be canceled immediately upon such termination of employment. 


(iv)          Manner
of Exercise. All Options granted under the Plan shall be exercised
by delivery of written notice of exercise to the Secretary of the Company and
payment of the exercise price for the shares being purchased pursuant to the
Option. Except as otherwise determined by the Committee, the exercise price for
the shares purchased pursuant to an Option may be paid:


(A)          in United States dollars in cash or by
check, bank draft or money order payable to the order of the Company;


(B)           through the delivery of shares with
an aggregate Fair Market Value on the exercise date equal to the exercise
price;


(C)           by delivery of irrevocable
instructions to a financial institution to sell the shares acquired upon
exercise of the Option or a sufficient portion thereof and remit promptly to
the Company the portion of the sale or loan proceeds sufficient to pay the
exercise price;


(D)          by the withholding of shares otherwise
to be delivered upon exercise of the Option with a Fair Market Value equal to
the exercise price; or


(E)           by any combination of the above
methods of payment or by such other means and in such other forms (including,
without limitation, promissory notes, other securities, other Awards or other
property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) as the Committee shall
determine.



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(b)           Stock Appreciation Rights. The Committee
is hereby authorized to grant Stock Appreciation Rights to Participants subject
to the terms of the Plan and any applicable Award Agreement. A Stock
Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive upon exercise thereof the excess of (i) the Fair Market
Value of one Share on the date of exercise (or, if the Committee shall so
determine, at any time during a specified period before or after the date of
exercise) over (ii) the grant price of the Stock Appreciation Right as
specified by the Committee. Subject to the terms of the Plan and any applicable
Award Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock
Appreciation Right as it may deem appropriate.


(c)           Restricted Stock and Restricted Stock Units.
The Committee is hereby authorized to grant Awards of Restricted Stock and
Restricted Stock Units to Participants with the following terms and conditions
and with such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine:


(i)            Restrictions.
Shares of Restricted Stock and Restricted Stock Units shall be subject to such
restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property with respect thereto), which
restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise as the Committee may deem appropriate.


(ii)           Stock
Certificates. Any Restricted Stock granted under the Plan shall be
evidenced by issuance of a stock certificate or certificates, which certificate
or certificates shall be held by the Company. Such certificate or certificates
shall be registered in the name of the Participant and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Stock. In the case of Restricted Stock Units, no
shares shall be issued at the time such Awards are granted.


(iii)          Forfeiture;
Delivery of Shares. Except as otherwise determined by the Committee,
upon termination of employment (as determined under criteria established by the
Committee) during the applicable restriction period, all shares of Restricted
Stock and all Restricted Stock Units at such time subject to restriction shall
be forfeited and reacquired by the Company; provided, however, that the
Committee may, when it finds that a waiver would be in the best interest of the
Company, waive in whole or in part any or all remaining restrictions with
respect to shares of Restricted Stock or Restricted Stock Units. Any Share
representing Restricted Stock that is no longer subject to restrictions shall
be delivered to the holder thereof promptly after the applicable restrictions
lapse or are waived. Upon the lapse or waiver of restrictions and the
restricted period relating to Restricted Stock Units evidencing the right to
receive shares, such shares shall be issued and delivered to the holders of the
Restricted Stock Units.


(d)           Performance Awards. The Committee is
hereby authorized to grant Performance Awards to Participants subject to the
terms of the Plan and any applicable Award Agreement. A Performance Award granted
under the Plan (i) may be denominated or payable in cash, shares
(including, without limitation, Restricted Stock), other securities, other
Awards or other property and (ii) shall confer on the holder thereof the
right to receive payments, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall
establish. Subject to the terms of the Plan and any applicable Award Agreement,
the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted, the
amount of any payment or transfer to be made pursuant to any Performance Award
and any other terms and conditions of any Performance Award shall be determined
by the Committee.


(e)           Other Stock-Based Awards. The Committee is
hereby authorized to grant to Participants such other Awards that are
denominated or payable in, valued in whole or in part by reference to, or



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otherwise based on or related to, shares (including, without limitation,
securities convertible into shares), as are deemed by the Committee to be
consistent with the purpose of the Plan; provided, however, that such grants
must comply with applicable law. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the terms and
conditions of such Awards. Shares or other securities delivered pursuant to a
purchase right granted under this Section 6(e) shall be purchased for such
consideration, which may be paid by such method or methods and in such form or
forms (including without limitation, cash, shares, promissory notes, other
securities, other Awards or other property or any combination thereof), as the
Committee shall determine, the value of which consideration, as established by
the Committee, shall not be less than 100% of the Fair Market Value of such
shares or other securities as of the date such purchase right is granted.


(f)            General.


(i)            No
Cash Consideration for Awards. Awards shall be granted for no cash
consideration or for such minimal cash consideration as may be required by
applicable law.


(ii)           Awards
May Be Granted Separately or Together. Awards may, in the discretion
of the Committee, be granted either alone or in addition to, in tandem with or
in substitution for any other Award or any award granted under any plan of the
Company or any Affiliate other than the Plan. Awards granted in addition to or
in tandem with other Awards or in addition to or in tandem with awards granted
under any such other plan of the Company or any Affiliate may be granted either
at the same time as or at a different time from the grant of such other Awards
or awards.


(iii)          Forms
of Payment under Awards. Subject to the terms of the Plan and of any
applicable Award Agreement, payments or transfers to be made by the Company or
an Affiliate upon the grant, exercise or payment of an Award may be made in
such form or forms as the Committee shall determine (including, without
limitation, cash, shares, promissory notes, other securities, other Awards or
other property or any combination thereof), and may be made in a single payment
or transfer, in installments or on a deferred basis, in each case in accordance
with rules and procedures established by the Committee. Such rules and procedures
may include, without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments.


(iv)          Limits
on Transfer of Awards. Unless otherwise determined by the Committee:


(A)          no Award and no right under any such
Award shall be transferable by a Participant otherwise than by will or by the
laws of descent and distribution; provided, however, that, if so determined by
the Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant and receive any property distributable with respect to any Award
upon the death of the Participant;


(B)           each Award or right under any Award
shall be exercisable during the Participant’s lifetime only by the Participant
or, if permissible under applicable law, by the Participant’s guardian or legal
representative; and


(C)           no Award or right under any such
Award may be pledged, alienated, attached or otherwise encumbered, and any
purported pledge, alienation, attachment or encumbrance thereof shall be void
and unenforceable against the Company or any Affiliate.


(v)           Term
of Awards. The term of each Award shall be for such period as may be
determined by the Committee.


(vi)          Restrictions;
Securities Exchange Listing. All certificates for shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such



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stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange Commission
and any applicable federal or state securities laws, and the Committee may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions. If the shares or other securities
are traded on a securities exchange, the Company shall not be required to
deliver any shares or other securities covered by an Award unless and until
such shares or other securities have been admitted for trading on such
securities exchange.


Section 7. Amendment
and Termination; Adjustments.


Except to the extent prohibited by applicable law and
unless otherwise expressly provided in an Award Agreement or in the Plan:


(a)           Amendments to the Plan. The Board of
Directors of the Company may amend, alter, suspend, discontinue or terminate
the Plan.


(b)           Amendments to Awards. The Committee may
waive any conditions of or rights of the Company under any outstanding Award,
prospectively or retroactively. The Committee may not amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively,
without the consent of the Participant or holder or beneficiary thereof, except
as otherwise herein provided.


(c)           Correction of Defects, Omissions and Inconsistencies.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.


Section 8. Change
of Control.


(a)           Notwithstanding
any other provision of the Plan or any Award Agreement to the contrary, upon
the occurrence of a Change of Control (as defined below) (i) all
outstanding Options and Stock Appreciation Rights granted pursuant to the Plan,
to the extent not theretofore exercised or canceled, shall become exercisable
in full for the remainder of the applicable term of such Award; and
(ii) all restrictions applicable to all outstanding Awards granted
pursuant to the Plan, other than Stock Options and Stock Appreciation Rights,
shall be deemed to have been satisfied and such Awards shall immediately vest
in full.


(b)           For
purposes of the Plan, the term “Change of Control” shall mean any one of the
following:


(i)            Individuals who, as of June 1,
2000, constitute the Board of Directors of the Company (the “Incumbent Board”)
cease for any reason to constitute at least a majority of such Board; provided, however, that any individual
becoming a director subsequent to the date hereof, whose election, or nomination
for election by the Company’s stockholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person (as defined
below) other than the Board of Directors of the Company; or


(ii)           Consummation by the Company of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”), in
each case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the then outstanding shares of Common Stock of the
Company (or its successor by merger, consolidation or purchase of all or
substantially all of its assets) (the “Outstanding Common Stock”) and the



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combined voting power of the then
outstanding voting securities of the Company (or its successor by merger,
consolidation or purchase of all or substantially all of its assets) entitled
to vote generally in the election of directors (the “Outstanding Voting
Securities”) immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Common Stock and Outstanding Voting Securities,
as the case may be, and (B) at least a majority of the members of the
board of directors of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of such Board providing for such Business
Combination; or


(iii)          Approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company.


As used in this subsection (b), the term “Person” shall mean any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended.


Section 9. Income
Tax Withholding.


In order to comply with all applicable federal or state
income tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll,
withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of the
federal and state taxes to be withheld or collected upon exercise or receipt of
(or the lapse of restrictions relating to) an Award, the Committee, in its
discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (i) electing
to have the Company withhold a portion of the shares otherwise to be delivered
upon exercise or receipt of (or the lapse of restrictions relating to) such
Award with a Fair Market Value equal to the amount of such taxes or
(ii) delivering to the Company shares other than shares issuable upon
exercise or receipt of (or the lapse of restrictions relating to) such Award
with a Fair Market Value equal to the amount of such taxes. The election, if
any, must be made on or before the date that the amount of tax to be withheld
is determined.


Section 10. General
Provisions.


(a)           No Rights to Awards. No Eligible Person,
Participant or other Person shall have any claim to be granted any Award under
the Plan, and there is no obligation for uniformity of treatment of Eligible
Persons, Participants or holders or beneficiaries of Awards under the Plan. The
terms and conditions of Awards need not be the same with respect to any
Participant or with respect to different Participants.


(b)           Award Agreements. No Participant will have
rights under an Award granted to such Participant unless and until an Award
Agreement shall have been duly executed on behalf of the Company.


(c)           No Limit on Other Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional compensation arrangements,
and such arrangements may be either generally applicable or applicable only in
specific cases.



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(d)           No Right to Employment. The grant of an
Award shall not be construed as giving a Participant the right to be retained
in the employ of the Company or any Affiliate, nor will it affect in any way
the right of the Company or an Affiliate to terminate such employment at any
time, with or without cause. In addition, the Company or an Affiliate may at
any time dismiss a Participant from employment free from any liability or any
claim under the Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.


(e)           Governing Law. The validity, construction
and effect of the Plan or any Award, and any rules and regulations relating to
the Plan or any Award, shall be determined in accordance with the laws of the
State of Minnesota.


(f)            Severability. If any provision of the Plan
or any Award is or becomes or is deemed to be invalid, illegal or unenforceable
in any jurisdiction or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the
purpose or intent of the Plan or the Award, such provision shall be stricken as
to such jurisdiction or Award, and the remainder of the Plan or any such Award
shall remain in full force and effect.


(g)           No Trust or Fund Created. Neither the Plan
nor any Award shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or any Affiliate
and a Participant or any other Person. To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or any Affiliate.


(h)           No Fractional Shares. No fractional shares
shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash shall be paid in lieu of any fractional
shares or whether such fractional shares or any rights thereto shall be
canceled, terminated or otherwise eliminated.


(i)            Headings. Headings are given to the
Sections and subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to
the construction or interpretation of the Plan or any provision thereof.


Section 11. Effective
Date of the Plan.


The Plan shall be effective as of January 28, 1999.


Section 12. Term
of the Plan.


Unless the Plan shall have been discontinued or
terminated as provided in Section 7(a), the Plan shall be unlimited in
duration and shall remain in effect as long as any Awards granted pursuant to
the Plan remain outstanding.


Adopted: 1/28/99



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