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                                  DAIN RAUSCHER
                         MANAGEMENT DEFERRED STOCK PLAN
                         (AS AMENDED AND RESTATED AS OF
                                DECEMBER 1, 1999)















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                  DAIN RAUSCHER MANAGEMENT DEFERRED STOCK PLAN

                                TABLE OF CONTENTS

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<S>               <C>                   <C>                                                                    <C>
SECTION 1.        INTRODUCTION ...................................................................................1

                  1.1.                  Statement of the Plan
                  1.2.                  Definitions
                                        1.2.1.     Accounts
                                        1.2.2.     Approved Retirement
                                        1.2.3.     Beneficiary
                                        1.2.4.     Bond Account
                                        1.2.5.     Cash Account
                                        1.2.6.     Change in Control
                                        1.2.7.     Committee
                                        1.2.8.     Company
                                        1.2.9.     Company Match
                                        1.2.10.    Conversion Price
                                        1.2.11.    Deferrable Compensation
                                        1.2.12.    Disability
                                        1.2.13.    Dividend Additions
                                        1.2.14.    Election Form
                                        1.2.15.    Gross Cash Compensation
                                        1.2.16     In-Service Election
                                        1.2.17.    Mandatory Deferred Compensation
                                        1.2.18.    Matching Cash Account
                                        1.2.19.    Matching Stock Account
                                        1.2.20.    NYSE
                                        1.2.21.    Participant
                                        1.2.22.    Plan
                                        1.2.23.    Plan Statement
                                        1.2.24.    Plan Year
                                        1.2.25.    Retirement
                                        1.2.26.    Subsidiary Sale
                                        1.2.27.    Stock
                                        1.2.38.    Stock Account
                                        1.2.29.    Voluntary Deferred Compensation
                  1.3.                  Rules of Interpretation

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<S>               <C>                   <C>                                                                     <C>
SECTION 2.        ELIGIBILITY AND PARTICIPATION ..................................................................5

SECTION 3.        MANDATORY AND VOLUNTARY ELECTION TO
                  DEFER COMPENSATION .............................................................................6

                  3.1.                  Mandatory Deferral of Compensation
                  3.2.                  Election to Defer Compensation
                                        3.2.1.     Deferral Elections for 2000
                                        3.2.2.     Deferral Elections for New Participants
                  3.3.                  Maximum Deferral Percentage
                  3.4                   Deferral Alternatives
                                        3.4.1.     Investments
                                        3.4.2.     Distribution Election

SECTION 4.        DEFERRED COMPENSATION ACCOUNTS .................................................................7

                  4.1.                  Establishment of Accounts
                  4.2.                  Credits to Accounts
                                        4.2.1.     Stock Account and Matching Stock Account
                                        4.2.2.     Bond Account
                                        4.2.3.     Dividend Additions to Stock Accounts
                                                   4.2.3.1.       Stock Account
                                                   4.2.3.2.       Matching Stock Account
                                        4.2.4.     Interest Additions to Bond Account
                  4.3.                  Charges Against Accounts

SECTION 5.        VESTING .......................................................................................10

                  5.1.                  Vesting of Investments  Attributable  to Voluntary
                                        Deferred Compensation
                  5.2.                  Vesting of Mandatory  Deferred  Compensation and Investments
                                        in Matching Stock Account and Matching Cash Account
                                        5.2.1.     Approved Retirement
                                        5.2.2.     Vesting Upon Death or Disability
                                        5.2.3.     Full Vesting Upon Change in Control
                                        5.2.4.     Full Vesting Upon Sale of Subsidiary
                  5.3.                  Termination for Cause
                  5.4.                  Forfeitures
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<S>               <C>                   <C>                                                                      <C>
SECTION 6.        DISTRIBUTIONS .................................................................................11

                  6.1.                  Distributions to Participants
                                        6.1.1.     Form of Distribution; Tax Withholding
                                        6.1.2.     Timing of Distribution
                  6.2.                  Distributions to Beneficiaries
                  6.3.                  Designation of Beneficiary
                  6.4.                  Disclaimers by Beneficiaries

SECTION 7.        SPENDTHRIFT PROVISIONS ........................................................................15

SECTION 8.        ADMINISTRATIVE DETERMINATIONS .................................................................15

                  8.1.                  The Committee
                  8.2.                  Claims Procedure
                                        8.2.1.     Making a Claim
                                        8.2.2.     Requesting Review of a Denied Claim
                                        8.2.3.     In General

SECTION 9.        OTHER ADMINISTRATIVE MATTERS ..................................................................16

                  9.1.                  Reports to Participants
                  9.2.                  Participants Are General Creditors of the Company
                  9.3.                  Disclaimer of Employment and Compensation Rights
                  9.4.                  No  Compensation  Under  the Dain  Rauscher  Retirement  and
                                        Savings Plan

SECTION 10.       AMENDMENT OR TERMINATION ......................................................................17

                  10.1.                 Amendment or Termination
                  10.2.                 Merger
                  10.3.                 Applicability to Successors
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                  DAIN RAUSCHER MANAGEMENT DEFERRED STOCK PLAN


                                    SECTION 1

                                  INTRODUCTION

1.1. STATEMENT OF THE PLAN On March 8, 1993, the Board of Directors of Dain
Rauscher Corporation, a Delaware corporation (the Company) authorized, subject
to the approval of the stockholders of the Company, the creation of a
nonqualified, deferred compensation plan to benefit a select group of management
or highly compensated employees of the Company, which plan was made effective as
of March 31, 1993, and then amended and restated as of January 21, 1999 and
December 1, 1999. The Plan, as hereinafter amended and restated, shall only
apply to deferrals for services performed in 2000 and thereafter, and the Plan,
prior to this amendment and restatement, shall continue to apply to all prior
deferrals.

1.2. DEFINITIONS When used herein with initial capital letters, the following
words have the following meanings:

     1.2.1. ACCOUNTS The separate bookkeeping accounts representing the unfunded
and unsecured general obligations of the Company established with respect to
each Participant to which is credited the amounts specified in Sections 3 and 4
and from which are subtracted payments made pursuant to Section 6. Participant
Accounts include a Participant's Stock Account, Matching Stock Account, Cash
Account and Matching Cash Account.

     1.2.2. APPROVED RETIREMENT The Retirement of a Participant who (i) has been
an employee of the Company for ten (10) or more years, (ii) has entered into a
non-competition, non-solicitation and related agreement with the Company in the
form then approved by the Committee, and (iii) whose age upon Retirement is at
least fifty (50). Such agreement shall require a Participant, for a one-year
period, to refrain from participating, directly or indirectly, in any business
in which the Company or any of its subsidiaries or affiliates is engaged at the
time of such Participant's Retirement in any geographic area in which the
Company is competing at such time.

     1.2.3. BENEFICIARY A person designated by the Participant (or automatically
by operation of the Plan Statement) to receive any benefit remaining at the
death of such Participant under the terms of the Plan Statement.

     1.2.4. BOND ACCOUNT The Account of the Plan in which a Participant's deemed
investments are credited pursuant to Section 4.2.2, and which is to earn
interest at a rate of return determined from time to time by the Committee.
Except as provided herein, no further additions to or transfers to a Stock
Account or Cash Account from a Participant's Bond Account are permitted under
the Plan.

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     1.2.5. CASH ACCOUNT The Account of the Plan in which all of a Participant's
deemed cash allocations (other than the cash deemed allocated to such
Participant's Matching Cash Account) are credited pursuant to this Plan.

     1.2.6. CHANGE IN CONTROL

     (a)    the public announcement (which, for purposes of this definition),
            shall include, without limitation, a report filed pursuant to
            Section 13(d) of the Securities Exchange Act of 1934, as amended
            (the Exchange Act), that any person, entity or group within the
            meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
            other than the Company or any of its subsidiaries, or the Dain
            Rauscher Retirement and Savings Plan or any other employee benefit
            plan of the Company or any of its subsidiaries, or any entity
            holding shares of Stock organized, appointed or established for, or
            pursuant to the terms of, any such plan, has become the beneficial
            owner (within the meaning of Rule 13d-3 promulgated under the
            Exchange Act) of 35% or more of the combined voting power of the
            Company's then outstanding voting securities in a transaction or
            series of transactions;

     (b)    the Continuing Directors cease to constitute a majority of the
            Company's Board of Directors;

     (c)    the stockholders of the Company approve (1) any consolidation or
            merger of the Company in which the Company is not the continuing or
            surviving corporation or pursuant to which shares of the Company's
            stock would be converted into cash, securities or other property,
            other than a merger if the Company in which stockholders immediately
            prior to the merger have the same proportionate ownership of stock
            of the surviving corporation immediately after the merger; (2) any
            sale, lease, exchange or other transfer (in one transaction or a
            series of related transactions) of all or substantially all of the
            assets of the Company; or (3) any plan of liquidation or dissolution
            of the Company; or

     (d)    the majority of the Continuing Directors determine, in their sole
            and absolute discretion, that there has been a change in control of
            the Company.


Continuing Director shall mean any person who is a member of the Board of
Directors of the Company, while such a person is a member of the Board of
Directors, who is not an Acquiring Person (as hereinafter defined) or an
Affiliate or Associate (as hereinafter defined) of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or Associate, and
who (A) was a member of the Board of Directors on April 27, 1993, or (B)
subsequently becomes a member of

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the Board of Directors, if such person's initial nomination for election or
initial election to the Board of Directors is recommended or approved by a
majority of the Continuing Directors.

For purposes of this Section, Acquired Person shall mean any person (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which,
together with all Affiliates and Associates of such person, is the ?beneficial
owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 35% or more of the
combined voting power of the Company's then outstanding securities, but shall
not include the Company, any subsidiary of the Company or any employee benefit
plan of the Company or of any subsidiary of the Company or any entity holding
shares of Stock organized, appointed or established for, or pursuant to the
terms of, any such plan; and Affiliate and Associate shall have the respective
meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act.

     1.2.7. COMMITTEE The Compensation and Organization Committee of the Board
of Directors of the Company, any successor Committee thereto established by such
Board of Directors or any other management committee to whom responsibility for
administering the Plan is delegated.

     1.2.8. COMPANY Dain Rauscher Corporation, a Delaware corporation, and any
successor thereof that adopts the Plan Statement.

     1.2.9. COMPANY MATCH The percentage of the Mandatory Deferred Compensation
or Voluntary Deferred Compensation that the Company shall be deemed to have
matched with a Company contribution, as set forth in Section 4.2.1. The
percentage of the Company Match shall be determined from time to time by the
Committee.

     1.2.10. CONVERSION PRICE The average of the reported closing prices per
share of the Stock on the NYSE as reported for each of the last five (5)
business days of February in each Plan Year.

     1.2.11 DEFERRABLE COMPENSATION ? that portion of a participant's Gross Cash
Compensation for services rendered in a Plan Year which exceeds $100,000.

     1.2.12. DISABILITY The disability of a Participant as defined in the Dain
Rauscher Retirement and Savings Plan.

     1.2.13. DIVIDEND ADDITIONS The amounts deemed allocated, pursuant to
Section 4.2.3, to the Stock Account or Matching Stock Account of a Participant
that are attributable to dividends declared by the Company on its outstanding
Stock.

     1.2.14. ELECTION FORM The form setting forth the Voluntary Deferred
Compensation, investment and distribution elections to be made by a Participant
with respect to the Gross Cash Compensation payable in any Plan Year, as such
form may be established or modified by the Committee from time to time.

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     1.2.15 GROSS CASH COMPENSATION Recognized Compensation as defined in the
Dain Rauscher Retirement and Savings Plan earned by a Participant for services
rendered during a Plan Year, whether or not paid in such Plan Year.

     1.2.16. IN-SERVICE ELECTION The election of a Participant to cause the
distribution of the amounts credited to such Participant's Accounts to be made
upon the earlier to occur of a specified date or the date of Retirement. If an
In-Service Election is made with respect to Voluntary Deferred Compensation
prior to the date on which any matching amount provided for herein with respect
thereto has fully vested, then the unvested portions thereof shall be forfeited
on the date of any distribution. Neither the Mandatory Deferred Compensation nor
any matching amount with respect thereto shall be distributed pursuant to an
In-Service Election.

     1.2.17. MANDATORY DEFERRED COMPENSATION -- that percentage of the Gross
Cash Compensation which the Committee has required to be deferred by a
Participant in accordance with the Plan

     1.2.18. MATCHING CASH ACCOUNT The Account of the Plan in which a
Participant's deemed cash allocations relating to any portion of a Company Match
(and related Dividend Additions) that has been deemed not to have been invested
in Stock are credited.

     1.2.19. MATCHING STOCK ACCOUNT The Account of the Plan in which a
Participant's deemed investments in Stock using the Company Match (and related
Dividend Additions) are credited pursuant to Section 4.2.1.

     1.2.20. NYSE The New York Stock Exchange, Inc.

     1.2.21. PARTICIPANT An employee of the Company who has become and remains a
participant in the Plan in accordance with the provisions of the Plan Statement.

     1.2.22. PLAN The Dain Rauscher Management Deferred Stock Plan.

     1.2.23. PLAN STATEMENT This document entitled, DAIN RAUSCHER MANAGEMENT
DEFERRED STOCK PLAN, as adopted and made effective in accordance with Section
1.1, as the same may be amended from time to time.

     1.2.24. PLAN YEAR The twelve (12) consecutive month period ending on any
December 31.

     1.2.25. RETIREMENT The separation of employment from the Company of a
Participant, other than due to such Participant's death, Disability or
termination for cause pursuant to Section 5.3.


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     1.2.26. SUBSIDIARY SALE The sale by the Company of all of the issued and
outstanding capital stock of any subsidiary of the Company that employs any
Participants.

     1.2.27. STOCK The Common Stock, par value $0.125 per share, of Dain
Rauscher Corporation, or any security into which such Common Stock may be
changed or converted (or with which it may be exchanged) as a result of any
merger, consolidation, reorganization, recapitalization, change in corporate
structure or other similar event.

     1.2.28. STOCK ACCOUNT The Account of the Plan in which a Participant's
deemed investments in Stock using his Deferrable Compensation (and related
Dividend Additions) are credited pursuant to Section 4.2.1.

     1.2.29. VOLUNTARY DEFERRED COMPENSATION That percentage of the Gross Cash
Compensation that a Participant has voluntarily elected to defer with respect to
any Plan Year.

1.3. RULES OF INTERPRETATION Whenever appropriate, words used herein in the
singular may be read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine and the words
hereof, herein or hereunder or other similar compounds of the word here shall
mean and refer to this entire Plan Statement and not to any particular paragraph
or section of this Plan Statement unless the context clearly indicates to the
contrary. The titles given to the various sections of this Plan Statement are
inserted for convenience of reference only and are not part of this Plan
Statement. and they shall not be considered in determining the purpose, meaning
or intent of any provision hereof. Any reference in this Plan Statement to a
statute or regulation shall be considered also to mean and refer to any
subsequent amendment or replacement of that statute or regulation. This
instrument has been executed and delivered in the State of Minnesota and has
been drawn in conformity to the laws of that State and shall be construed and
enforced in accordance with the laws of the State of Minnesota.


                                    SECTION 2

                          ELIGIBILITY AND PARTICIPATION

Members of the Company's Executive Committee and the Company's Senior Management
Group, as determined by the Committee (or, in each case, any successor Committee
thereto), are eligible for participation in the Plan. In addition, any other
select or highly compensated employees of the Company who are designated in
writing by the Committee as persons eligible to be Participants shall be
eligible for participation in the Plan.

                                    SECTION 3

                             MANDATORY AND VOLUNTARY


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                         ELECTIONS TO DEFER COMPENSATION

3.1 MANDATORY DEFERRAL OF COMPENSATION. In connection with designating an
employee of the Company as being eligible to be a Participant under the Plan,
the Committee may also designate a percentage of such an employee's Gross Cash
Compensation which must be deferred in accordance with the further provisions of
this Plan, the Participant's Mandatory Deferred Compensation. Any such mandatory
deferral of a Participant's Gross Cash Compensation by the Committee shall be
made at any time on or prior to December 31 of any calendar year.

3.2. ELECTION TO DEFER COMPENSATION A Participant may participate further in the
Plan by electing to defer, in accordance with the further provisions of this
Plan, a percentage of the Gross Cash Compensation, other than the Mandatory
Deferred Compensation, that he would otherwise receive with respect to services
to be rendered in a Plan Year and include in his gross income when paid in the
subsequent Plan Year. For the Gross Cash Compensation to be earned for services
performed in a particular Plan Year, an election must be made no later than
December 31 of the Plan Year immediately preceding the Plan Year in which such
Gross Cash Compensation will be earned. Subject to such changes as may be
determined by the Committee, such a Voluntary Deferred Compensation election
must be made by delivering to the Company a signed and completed Election Form
which is accepted by the Company no later than such December 31.

     3.2.1. DEFERRAL ELECTIONS FOR 2000 To be eligible to defer a portion of the
Gross Cash Compensation otherwise payable for services to be performed in the
Plan Year ended December 31, 2000, a Participant must sign and complete an
Election Form governing his deferral elections so that the Company receives and
accepts such Election Form no later than December 31, 1999.

     3.2.2. DEFERRAL ELECTIONS FOR NEW PARTICIPANTS Except as set forth in
Section 3.1.1 hereof, each employee of the Company who becomes newly eligible to
participate in the Plan pursuant to Section 2 (New Participants) shall, in
general, have thirty (30) days from the date of such new eligibility to elect to
defer a percentage of his Gross Cash Compensation payable in the Plan Year
following the Plan Year in which such election is made.

3.3. MAXIMUM DEFERRAL PERCENTAGE The maximum percentage of the Voluntary
Deferred Compensation that may be deferred under this Plan shall be determined
from time to time by the Committee, but in no event shall such percentage exceed
ten percent (10%) of the Participant's Gross Cash Compensation for any Plan
Year.

3.4. DEFERRAL ALTERNATIVES Upon electing to participate in the Plan, subject to
such terms and conditions as the Committee may from time to time impose, a
Participant shall elect, with respect to the Voluntary Deferred Compensation for
any Plan Year, the timing of distribution of the amounts allocated to his
Accounts attributable to his deemed investment election.


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     3.4.1. INVESTMENTS All amounts deferred hereunder for 1999 and thereafter,
both the Mandatory Deferred Compensation and the Voluntary Deferred
Compensation, shall be credited to a Participant's Stock Account.

     3.4.2. DISTRIBUTION ELECTION. At the same time that a Participant elects to
participate in the Plan with respect to any Plan Year and makes his Voluntary
Deferred Compensation deferral, such Participant shall also elect the timing of
the distribution of the amounts credited to such Participant's Accounts with
respect to any such Voluntary Deferred Compensation by delivering a signed and
completed Election Form to the Company. Unless the following distribution
elections are subsequently amended or otherwise modified by the Committee, a
Participant may only elect one of the following alternatives with respect to
distributions attributable to any Gross Cash Compensation for any Plan Year,
other than any Mandatory Deferred Compensation and any matching amounts with
respect thereto which are not eligible for distribution pursuant to an
In-Service Election:

     (a)    In-Service Election distribution, or

     (b)    a distribution upon his Retirement (including an Approved
            Retirement) in accordance with the terms set forth in Section
            6.1.1(b) below.

All distribution elections for amounts deferred pursuant to elections made prior
to the date of amendment and restatement of the Plan shall remain in full force
and effect and may not be changed.


                                    SECTION 4

                         DEFERRED COMPENSATION ACCOUNTS

4.1. ESTABLISHMENT OF ACCOUNTS The amount of benefits to be paid by the Company
to each Participant under this Plan shall be determined by reference to the
Accounts to be established and maintained by the Company for each Participant.
Such Accounts shall be established for bookkeeping purposes only and shall not
be considered as, or as evidence of the creation of, a trust fund or a transfer
or other segregation of assets for the benefit of the Participants or their
designated beneficiaries. Such Accounts will be composed of a Cash Account, a
Matching Cash Account, a Stock Account and a Matching Stock Account for each
Participant and such other accounts as the Committee may from time to time
authorize, and to the extent in existence on the date of the amendment and
restatement of the Plan, with a credit thereto, a Bond Account.

4.2. CREDITS TO ACCOUNTS

     4.2.1. STOCK ACCOUNT AND MATCHING STOCK ACCOUNT The entire amount of any
Mandatory Deferred Compensation, and if a Participant elects to have Voluntary
Deferred Compensation the entire amount thereof, shall be allocated and credited
to a Participant's Stock Account pursuant to Section 3.4.1. In addition, such
Participant's Matching Stock Account may also

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be credited with the Company Match relating to the Mandatory Deferred
Compensation and the Voluntary Deferred Compensation. The amount of the Company
Match credited to such Participant's Matching Stock Account, if any, shall be
based on a table of possible Company Match percentages published by the
Committee with respect to each Plan Year. Such Participant's Stock Account shall
be deemed to have been allocated that number of whole shares of Stock, rounded
down to the nearest share, resulting from dividing the portion of his Mandatory
and Voluntary Deferred Compensation allocated to the Stock Account by the
Conversion Price, and his Matching Stock Account shall be deemed to have been
allocated that number of whole shares of Stock, rounded down to the nearest
share, resulting from dividing the Company Match, if any, by the Conversion
Price. The amount of Mandatory and Voluntary Deferred Compensation equal to the
fraction of a share resulting from such calculation, if any, shall be deemed to
have been allocated to such Participant's Cash Account. The amount of Company
Match equal to the fraction of a share resulting from such calculation, if any,
shall be deemed to have been allocated to such Participant's Matching Cash
Account.

     4.2.2. BOND ACCOUNT If a Participant previously elected to have any portion
of his Gross Cash Compensation for any Plan Year credited to the Bond Account,
then such Participant's Bond Account shall be maintained in accordance with the
terms of the Plan as set forth herein. Except as provided in Section 4.2.4, no
further additions to or transfers to other deemed investments from a
Participant's Bond Account are permitted under the Plan.

     4.2.3. DIVIDEND ADDITIONS TO STOCK ACCOUNTS


          4.2.3.1. STOCK ACCOUNT At such times as dividends are declared by the
Company on the outstanding shares of Stock, a determination shall be made of the
number of shares of Stock which are credited to a Participant's Stock Account on
the dividend record date, and an amount equal to such total number of shares of
Stock multiplied by the declared dividend per share of Stock shall be credited,
on the date such dividends are paid by the Company, initially to such
Participant's Cash Account (if the dividends are declared in cash) or to such
Participant's Stock Account (if the dividends are declared in shares of Stock),
or other fund determined by the Committee. Thereafter, all funds credited to a
Participant's Cash Account under this Plan shall be deemed to have been used to
purchase shares of Stock once, at the end of each calendar quarter in which such
funds were initially credited. The number of additional shares of Stock credited
to each Participant's Stock Account after the end of each Plan Year due to
deemed purchases with the credited cash dividends (and other deemed cash
allocations made to the Cash Account under this Plan) shall be equal to the
number of whole shares, rounded down, derived by dividing the total amount of
cash credited to the Participant's Cash Account by the average of the reported
closing prices per share of Stock on the NYSE as reported for each of the five
(5) business days preceding the date of the deemed purchase of the Stock
credited to such Participant's Stock Account under this Section 4.2.3.1. Any
credited cash hereunder that would otherwise be deemed to have been used to
purchase a fractional share of Stock shall, instead, continue to be credited to
the Participant's Cash Account. The Company will provide no Company Match for
the deemed purchases of Stock credited to a Participant's Stock Account pursuant
to this Section 4.2.3.1.


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          4.2.3.2. MATCHING STOCK ACCOUNT At such times as dividends are
declared by the Company on the outstanding shares of Stock, a determination
shall be made of the number of shares of Stock which are credited to a
Participant's Matching Stock Account on the dividend record date, and an amount
equal to such total number of shares of Stock multiplied by the declared
dividend per share of Stock shall be credited, on the date such dividends are
paid by the Company, initially to such Participant's Matching Cash Account (if
the dividends are declared in cash) or to such Participant's Matching Stock
Account (if the dividends are declared in shares of Stock), or other fund
determined by the Committee. Thereafter, all funds credited to a Participant's
Matching Cash Account under this Plan shall be deemed to have been used to
purchase shares of Stock once, at the end of each calendar quarter. The number
of additional shares of Stock credited to each Participant's Matching Stock
Account after the end of each Plan Year due to deemed purchases with the
credited cash dividends (and other deemed cash allocations made to the Matching
Cash Account under this Plan) shall be equal to the number of whole shares,
rounded down, derived by dividing the total amount of cash credited to the
Participant's Matching Cash Account by the average of the reported closing
prices per share of Stock on the NYSE as reported for each of the five (5)
business days preceding the date of the deemed purchase of the Stock credited to
such Participant's Matching Stock Account under this Section 4.2.3.2. Any
credited cash hereunder that would otherwise be deemed to have been used to
purchase a fractional share of Stock shall, instead, continue to be credited to
the Participant's Matching Cash Account. The Company will provide no Company
Match for the deemed purchases of Stock credited to Participant's Matching Stock
Account pursuant to this Section 4.2.3.2.

     4.2.4. INTEREST ADDITIONS TO BOND ACCOUNT. On the last business day of each
calendar quarter, or on such other date as may from time to time be determined
by the Committee, based on the balance in a Participant's Bond Account as of the
first business day of such quarter, an amount equal to the product of such
balance of a Participant's Bond Account and the interest rate for such quarter,
as determined by the Committee, shall be deemed allocated to such Participant's
Bond Account. The Company will provide no Company Match for any amounts credited
to a Participant's Bond Account pursuant to this Section 4.2.4.

4.3. CHARGES AGAINST ACCOUNTS. On each date that a distribution is made by, or
on behalf of, the Company under this Plan to a Participant, the amount of such
distribution shall, as determined by the Committee, be charged against, and
shall reduce the remaining credited balance of, the appropriate Account or
Accounts of such Participant. The Company also reserves the right to charge
Participant Accounts with reasonable out-of-pocket costs incurred by the Company
in the administration and record-keeping for the Plan.


                                    SECTION 5

                                     VESTING

5.1. VESTING OF INVESTMENTS ATTRIBUTABLE TO VOLUNTARY DEFERRED COMPENSATION As
of any date, all amounts credited to the Stock Account or the Cash Account,
solely to the extent of and on

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account of a Voluntary Deferred Compensation of a Participant as of such date,
and the Bond Account shall be fully vested.

5.2. VESTING OF MANDATORY DEFERRED COMPENSATION AND INVESTMENTS IN MATCHING
STOCK ACCOUNT AND MATCHING CASH ACCOUNT Except as hereinafter provided in this
Section 5.2, and subject to acceleration or modification by the Committee,
deemed investments credited to the Stock Account, to the extent of and on
account of Mandatory Deferred Compensation, Matching Stock Account and Matching
Cash Account of a Participant, shall become vested on the date or dates
determined by the Committee; provided that, such Participant must be employed by
the Company on such date.

The Committee shall announce any change in the vesting schedule with respect to
the foregoing accounts (and related Dividend Additions, if any) prior to
December 31 preceding each new Plan Year, except with respect to vesting of
Mandatory Deferred Compensation, which vesting schedule may be amended at the
time of the award thereof by the Committee. Unless otherwise amended by the
Committee, all time period measurements for the vesting schedules established by
the Committee shall commence on the January 1 of the Plan Year in which Gross
Cash Compensation is paid.

     5.2.1. APPROVED RETIREMENT Subject to acceleration or modification by the
Committee, all deemed investments credited to the Stock Account, to the extent
of and on account of Mandatory Deferred Compensation, Matching Stock Account and
Matching Cash Account of a Participant that would not otherwise be fully vested
in accordance with the applicable vesting schedule determined by the Committee,
will automatically vest in full for a Participant upon the one-year anniversary
of his Approved Retirement; provided that, such vesting shall be subject to
forfeiture as set forth in the Participant's non-competition, non-solicitation
and related agreement with the Company.

     5.2.2. VESTING UPON DEATH OR DISABILITY The vesting in full of all
Accounts, including deemed investments, of a Participant who dies or acquires a
Disability after the effective date of the Plan will automatically accelerate to
the date of the occurrence of death or Disability of the Participant.

     5.2.3. FULL VESTING UPON CHANGE IN CONTROL Notwithstanding the terms of any
vesting schedule established by the Committee pursuant to Section 5.2, all
Accounts, including all deemed investments, of a Participant who is employed by
the Company as of the date of a Change in Control of the Company shall be fully
vested immediately upon such Change in Control.


     5.2.4. FULL VESTING UPON SALE OF SUBSIDIARY Notwithstanding the terms of
any vesting schedule established by the Committee pursuant to Section 5.2, all
Accounts of a Participant who is employed by any subsidiary of the Company as of
the date of a Subsidiary Sale of such subsidiary and who does not continue to be
employed by the Company or any of its other subsidiaries immediately thereafter
shall be fully vested immediately upon such Subsidiary Sale.


                                       10
<PAGE>   15

5.3. TERMINATION FOR CAUSE Notwithstanding anything to the contrary in this
Section 5, if a Participant ceases to be employed by the Company at any time
prior to the distribution of any amount hereunder due to gross or willful
misconduct during the course of his employment, including theft or commission of
a gross misdemeanor or felony, (i) all deemed investments, whether or not
vested, credited to any Matching Stock Account, or Matching Cash Account, and
(ii) the vested and unvested portion of the Stock Account, to the extent of and
on account of Mandatory Deferred Compensation, of such Participant shall be
automatically forfeited by the Participant upon his employment termination;
provided, however, that no portion of the Stock Account to the extent of and on
account of Voluntary Deferred Compensation, shall be forfeited.

5.4. FORFEITURES Except as otherwise specifically set forth in this Section 5,
all amounts attributable to deemed investments credited to a Participant's Stock
Account, to the extent of and on account of Mandatory Deferred Compensation,
Matching Stock Account, or Matching Cash Account that are not vested at the
Participant's employment termination date shall be deemed forfeited and such
Participant's Accounts shall be appropriately reduced; provided, however, that,
at the discretion of the Company and in connection with a Participant's
termination of employment with the Company, if the Participant enters into a
release agreement, with such terms and conditions as the Company may, in its
sole discretion, determine, including without limitation, one or more covenants
relating to non-competition, non-solicitation and confidentiality, then the
Participant's Matching Stock Account and Matching Cash Account may be partially
or fully vested as of the date of such a termination of employment.


                                    SECTION 6

                                  DISTRIBUTIONS

6.1. DISTRIBUTIONS TO PARTICIPANTS

     6.1.1. FORM OF DISTRIBUTION; TAX WITHHOLDING Subject to such terms and
conditions as the Committee may from time to time impose, and to the forfeiture
conditions of Section 5 with respect to a Participant's Matching Stock Account
and Matching Cash Account:

     (a)    distributions of all of a Participant's vested Stock or Cash
            Accounts, solely to the extent of and on account of Voluntary
            Deferred Compensation, pursuant to an In-Service Election shall be
            made:


            (i)  in a single payment, if the In-Service Election is triggered by
                 the date certain selected by the Participant on his Election
                 Form, or

            (ii) in two annual installments, the first of which shall be equal
                 to fifty percent (50%) of all amounts deemed allocated to such
                 Participant's Accounts on the first payment date (less amounts
                 required to be
                                       11
<PAGE>   16
                  withheld, as described below) and the second of which shall be
                  equal to all amounts deemed allocated to such Participant's
                  Accounts on the second payment date (less all amounts required
                  to be withheld, as described below), if the In-Service
                  Election is triggered by the Participant's Retirement prior to
                  the date certain selected by the Participant on his Election
                  Form;

     (b)    distributions of all of a Participant's Accounts pursuant to a
            Retirement Election or such Participant's Approved Retirement shall
            be made in two annual installments, each of which shall be equal to
            fifty percent (50%) of all amounts deemed allocated to such
            Participant's Accounts on the first payment date (less amounts
            required to be withheld, as described below); provided, however,
            that a Participant shall be entitled to change, on a one-time basis
            only, such Participant's Retirement Election with respect to an
            Approved Retirement to extend the number of post-Approved Retirement
            installment payments described in this Section 6.1.1(b) from two
            equal annual installments to either three, four or five equal,
            annual installments; and provided further, that any such change in
            his Approved Retirement Election must be made at least twelve (12)
            months prior to the effective date of such Participant's Approved
            Retirement;

     (c)    distributions of all of a Participant's Accounts (less amounts
            required to be withheld, as described below) following his death or
            Disability shall be made in a single payment;

     (d)    distributions of all of a Participant's Accounts (less amounts
            required to be withheld, as described below) upon the occurrence of
            a Change of Control shall be made in a single payment;

     (e)    distributions of all of a Participant's Accounts (less amounts
            required to be withheld, as described below) upon the occurrence of
            a Subsidiary Sale shall be made in a single payment; and

     (f)    distributions of all of a Participant's Accounts (less amounts
            required to be withheld, as described below) as set forth in any
            elections made prior to the date of the amendment and restatement of
            the Plan, but only on account of Gross Cash Compensation deferrals
            made prior to said date.

All amounts credited to a Participant's Stock Account and Matching Stock Account
shall only be distributed in shares of Stock, less the number of shares needed
to satisfy withholding requirements with respect to all applicable federal,
state and local taxes. The value of each share of Stock credited to a
Participant's Stock Account and Matching Stock Account shall be equal to the
closing price per

                                       12
<PAGE>   17


share of Stock on the NYSE as reported for the business day preceding the
distribution date set forth in Section 6.1.2. Unless otherwise determined by the
Committee, a Participant's Bond Account, Cash Account and Matching Cash Account
shall be distributed in cash, less the amount of cash needed to satisfy
withholding requirements with respect to all applicable federal, state and local
taxes. In connection with the Company's obligation, as provided herein, to
satisfy withholding requirements with respect to all applicable federal, state
and local taxes, appropriate reductions and charges against a Participant's
Accounts may be made as determined from time to time by the Committee for the
purpose of collecting and paying, as required by law, a Participant's FICA
taxes.

     6.1.2. TIMING OF DISTRIBUTION Subject to such terms and conditions as the
Committee may, from time to time, impose:

     (a)    distributions of the Accounts of a Participant pursuant to an
            In-Service Election shall be made: (i) on or as soon as
            administratively feasible following the date selected by such
            Participant on his Election Form if the distribution is due to an
            In-Service Election triggered by the date certain selected by the
            Participant on his Election Form or (ii) on or as soon as
            administratively feasible following January 15 of the Plan Year
            following the date of his Retirement (and the January 15 of the
            second Plan Year following his Retirement date) if the distribution
            is due to an In-Service Election triggered by the Participant's
            Retirement prior to the date certain selected by the Participant on
            his Election Form;

     (b)    distributions of the Accounts of a Participant due to a Retirement
            Election shall be payable on January 15, or as soon as
            administratively feasible following such date, of each Plan Year
            following the Plan Year in which his Retirement or Approved
            Retirement occurred, as described in Section 6.1.1(b) above;

     (c)    distributions of the Accounts of a Participant following the death
            or Disability of a Participant shall be made as soon as
            administratively feasible following the end of the next calendar
            quarter;

     (d)    distributions of the Accounts of a Participant due to a Change in
            Control shall be made as soon as administratively feasible, but in
            no case later than sixty (60) days, after the occurrence of the
            Change in Control; and

     (e)    distributions of the Accounts of a Participant due to a Subsidiary
            Sale shall be made as soon as administratively feasible following
            the end of the next calendar quarter following such sale.


                                       13
<PAGE>   18

6.2. DISTRIBUTIONS TO BENEFICIARIES Distribution of the Accounts of a
Participant who dies before payment to such Participant is made shall commence
or be made to such Participant's Beneficiary as soon as administratively
feasible.

6.3. DESIGNATION OF BENEFICIARY Each Participant shall have the right to
designate in writing, in form satisfactory to the Committee, one or more
beneficiaries to receive the unpaid balance of the Participant's Account in the
event of his death prior to receiving full distribution thereof, and may change
or revoke any prior Beneficiary designation by a similar instrument in writing
prior to his death. If a Participant shall fail to designate a Beneficiary or,
having revoked a prior Beneficiary designation, shall fail to designate a new
Beneficiary, or in the event the Participant's Beneficiary designation shall
fail, in whole or in part, by reason of the prior death of a designated
Beneficiary or for any other cause, then the undistributed balance of the
Participant's Accounts, or the portion thereof as to which such designation
shall fall, as the case may be, shall be paid to the personal representative of
the Participant's estate.

6.4. DISCLAIMERS BY BENEFICIARIES A Beneficiary entitled to a distribution of
all or a portion of a deceased Participant's Accounts may disclaim his interest
therein subject to the following requirements. To be eligible to disclaim, a
Beneficiary must be a natural person, must not have received a distribution of
all or any portion of such Accounts at the time such disclaimer is executed and
delivered, and must have attained at least age twenty-one (21) years as of the
date of the Participant's death. Any disclaimer must be in writing and must be
executed personally by the Beneficiary before a notary public. A disclaimer
shall state that the Beneficiary's entire interest in the undistributed Accounts
is disclaimed or shall specify what portion thereof is disclaimed. To be
effective, duplicate original executed copies of the disclaimer must be both
executed and actually delivered to the Committee after the date of the
Participant's death but not later than one hundred eighty (180) days after the
date of the Participant's death. A disclaimer shall be irrevocable when
delivered to the Committee. A disclaimer shall be considered to be delivered to
the Committee only when actually received by the Committee. The Committee shall
be the sole judge of the content, interpretation and validity of a purported
disclaimer. Upon the filing of a valid disclaimer, the Beneficiary shall be
considered not to have survived the Participant as to the interest disclaimed. A
disclaimer by a Beneficiary shall not be considered to be a transfer of an
interest in violation of the provisions of Section 8 and shall not be considered
to be an assignment or alienation of benefits in violation of any law
prohibiting the assignment or alienation of benefits under this Plan. No other
form of attempted disclaimer shall be recognized by the Committee.

                                    SECTION 7

                             SPENDTHRIFT PROVISIONS

Neither any Participant nor any Beneficiary of any Participant shall have any
transferable interest in the Participant's Accounts nor any right to anticipate,
alienate, dispose of, pledge or encumber the same prior to actual receipt of
payments in accordance with Section 6, nor shall the same be subject

                                       14
<PAGE>   19

to attachment, garnishment, execution following judgment or other legal process
instituted by creditors of the Participant or any such Beneficiary.


                                    SECTION 8

                          ADMINISTRATIVE DETERMINATIONS

8.1. THE COMMITTEE Full power and authority to construe, interpret, and
administer this Plan Statement shall be vested solely in the Committee, The
Committee shall have the full power and authority to make each determination
provided for in this Plan Statement and, in this connection, to promulgate such
rules and regulations as the Committee considers necessary or appropriate for
the implementation and management of this Plan, including the power to designate
a management committee to assist in the operation and administration of the Plan
and to determine eligibility to participate in the Plan. All determinations made
by the Committee shall be conclusive upon the Company, each Participant and
former Participant and their designees and Beneficiaries.

8.2. CLAIMS PROCEDURE If any Participant or Beneficiary is in disagreement with
any determination that has been made for payment under this Plan, a claim may be
presented.

     8.2.1. MAKING A CLAIM The claim must be written and must be delivered to
the Committee. Within 90 days after the claim is delivered, the claimant will
receive either: (a) a decision or (b) a notice describing special circumstances
requiring a specified amount of additional time (but no more than 180 days from
the day the claim was delivered) to reach a decision.

     If the claim is wholly or partially denied, the claimant will receive a
written notice specifying: (a) the reasons for denial; (b) the Plan provisions
on which the denial is based; and (c) any additional information needed in
connection with the claim and the reason such information is needed. Notice of
the claimant's right to request a review (as described in Paragraph 8.2.2 below)
will also be given to the claimant.

     8.2.2. REQUESTING REVIEW OF A DENIED CLAIM A claimant may request that a
denied claim be reviewed. The request for review must be written and must be
delivered to the Committee within 60 days after claimant's receipt of written
notice that the claim was denied. A request for review may (but is not required
to) include issues and comments the claimant wants considered in the review. The
claimant may examine pertinent Plan documents by asking the Committee. Within 60
days after delivery of a request for review, claimant will receive either: (i) a
decision; or (ii) a notice describing special circumstances requiring a
specified amount of additional time (but no more than 120 days from the day the
request for review was delivered) to reach a decision.

     The decision will be in writing and will specify the Plan provisions on
which it is based.


                                       15
<PAGE>   20

     8.2.3. IN GENERAL All decisions on claims and on reviews of denied claims
will be made by the Committee. The Committee may, in its discretion, hold one or
more hearings. If a claimant does not receive a decision within the specified
time, the claimant should assume the claim was denied or re-denied on the date
the specified time expired. The claimant may, at the claimant's own expense,
have an attorney or other representative act on behalf of the claimant, but the
Committee reserves the right to require a written authorization. The Committee
also reserves the right to delegate its authority to make decisions.


                                    SECTION 9

                          OTHER ADMINISTRATIVE MATTERS

9.1. REPORTS TO PARTICIPANTS As soon after each March 31 as is administratively
feasible, the Company shall prepare and deliver to each Participant a report
showing: (i) the total value of the Participant's Account as of the end of the
preceding Plan Year (ii) the amounts credited to the Participant's Accounts
since the last report from the Company; and (iii) the amounts of any
distributions made pursuant to Section 6 since the last report from the Company.
At its discretion, the Company may prepare and deliver more frequent reports to
Participants.

9.2. PARTICIPANTS ARE GENERAL CREDITORS OF THE COMPANY Benefits due under this
Plan shall be paid out of the general funds of the Company. The Participants and
Beneficiaries shall not have any preferred interest by way of trust, escrow,
lien or otherwise in any specific assets of the Company. If the Company shall,
in fact, elect to set aside monies or other assets to meet its obligations
hereunder (there being no obligation to do so), the same shall, nevertheless, be
regarded as a part of the general assets of the Company subject to the claims of
its general creditors, and neither any Participant nor any Beneficiary of any
Participant shall have a legal, beneficial, or security interest therein.

9.3. DISCLAIMER OF EMPLOYMENT AND COMPENSATION The Plan is not a contract for
employment and does not grant any employee the right to be retained in the
employment of the Company or to obtain any particular level of Gross Cash
Compensation. Upon dismissal or severance of employment, no Participant shall
have any right or interest under the Plan, other than as specifically provided
herein.


9.4. NO COMPENSATION UNDER THE DAIN RAUSCHER RETIREMENT AND SAVINGS PLAN No
amounts of Deferred Compensation and related Company Matches, if any, credited
to any Account of a Participant under the Plan shall constitute recognized
compensation for purposes of the Dain Rauscher Retirement and Savings Plan, as
such term is defined in each of those plans.


                                   SECTION 10

                                       16
<PAGE>   21


                            AMENDMENT OR TERMINATION

10.1. AMENDMENT OR TERMINATION This Plan may be amended or terminated at any
time by the Committee or members of the Board of Directors of the Company who
would qualify as members of the Committee, but no such amendment or termination
shall have the effect of reducing the amounts credited to the Stock Account,
Cash Account or Bond Account of any Participant or the vested portion of his
Matching Stock Account or Matching Cash Account (as determined pursuant to
Section 5) or of changing the distribution rights (as provided in Section 6) of
any Participant, without the consent of such Participant.

10.2. MERGER The Committee may cause all or part of this Plan to be merged with
all or a part of any other nonqualified deferred compensation plan maintained by
Company. If the Committee agrees to such a merger, the Committee shall specify
in writing the terms and conditions of such merger and shall obtain such
consents and agreements as it deems necessary or desirable.

10.3. APPLICABILITY TO SUCCESSORS This Plan shall be binding upon and inure to
the benefit of the Company and each Participant, the successors and assigns of
the Company, and the Beneficiaries, personal representatives and heirs of each
Participant. If the Company becomes a party to any merger, consolidation or
reorganization, this Plan shall remain in full force and effect as an obligation
of the Company or its successors in interest.


                                       17