<PAGE>   1



================================================================================






                     DAIN RAUSCHER WEALTH ACCUMULATION PLAN




















                         EFFECTIVE AS OF APRIL 15, 1995
                (AS AMENDED AND RESTATED AS OF DECEMBER 1, 1999)






================================================================================
<PAGE>   2





                     DAIN RAUSCHER WEALTH ACCUMULATION PLAN

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE


<S>                   <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.         Board of Directors
                               1.2.5.         Cash Account
                               1.2.6.         Change in Control
                               1.2.7.         Committee
                               1.2.8.         Company
                               1.2.9.         Conversion Price
                               1.2.10.        Dain Rauscher Interest Account
                               1.2.11.        Dain Rauscher Interest Rate
                               1.2.12.        Deferrable Compensation
                               1.2.13.        Deferred Compensation
                               1.2.14.        Deferred Compensation Percentage
                               1.2.15.        Disability
                               1.2.16.        Dividend Additions
                               1.2.17.        Election Form
                               1.2.18.        Employer Match
                               1.2.19.        Fund Additions
                               1.2.20.        Gross Cash Compensation
                               1.2.21.        In-Service Election
                               1.2.22.        Mandatory Deferred Compensation
                               1.2.23.        Mandatory Stock Account
                               1.2.24.        Matchable Deferred Compensation
                               1.2.25.        Matching Cash Account
                               1.2.26.        Matching Percentage
                               1.2.27.        Matching Stock Account
                               1.2.28.        Matching Threshold Amount
                               1.2.29.        Mutual Fund
                               1.2.30.        Mutual Fund Account
                               1.2.31.        Mutual Fund Price
                               1.2.32.        NYSE
                               1.2.33.        Participant
</TABLE>


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<TABLE>
<S>                   <C>      <C>                                                                              <C>
                               1.2.34.        Participating Subsidiary
                               1.2.35.        Plan
                               1.2.36.        Plan Statement
                               1.2.37.        Plan Year
                               1.2.38.        Retirement
                               1.2.39.        Retirement Election
                               1.2.40.        Subsidiary Sale
                               1.2.41.        Stock
                               1.2.42.        Stock Account
                               1.2.43.        Voluntary Deferred Compensation
                      1.3.     Rules of Interpretation

SECTION 2             ELIGIBILITY AND PARTICIPATION ..............................................................7
                      2.1.          Eligible Employees
                      2.2.          Ineligibility of Board and Committee Members
                      2.3.          Ineligibility of Senior Management
                      2.4.          Limits Applicable to Other Officers

SECTION 3             ELECTION TO DEFER COMPENSATION .............................................................8
                      3.1.          Mandatory Deferral Compensation
                                    3.1.1.         Voluntary Election to Defer Compensation
                      3.2.          Maximum Deferred Compensation Percentage
                      3.3.          Deferral Alternatives
                                    3.3.1.         Investment Election
                                    3.3.2.         Distribution Election

SECTION 4             DEFERRED COMPENSATION ACCOUNTS .............................................................9
                      4.1.          Establishment of Accounts
                      4.2.          Credits to Accounts
                                    4.2.1.         Stock Account, Matching Stock Account and
                                                   Mandatory Stock Account
                                    4.2.2.         Dain Rauscher Interest Account and Matching
                                                   Stock Account
                                    4.2.3.         Mutual Fund Account
                                    4.2.4.         Intra-Plan Transfer
                                    4.2.5.         Dividend Additions to Stock Accounts
                                    4.2.6.         Additions to Dain Rauscher Interest Account
                                    4.2.7.         Fund Additions to Mutual Fund Account
                      4.3.          Intra-Plan Transfers
</TABLE>










                                      -iii-



<PAGE>   4

<TABLE>
<S>                   <C>                                                                                        <C>
                                    4.3.1.         Basic Transfer Rules
                                    4.3.2.         Transfers Prior to Full Vesting
                                    4.3.3.         No Matching with Respect to Amounts
                                                   Transferred Hereunder
                      4.4.          Charges Against Accounts for Benefit Payments

SECTION 5             VESTING ...................................................................................14
                      5.1.          Vesting of Investments Attributable to Deferred Compensation
                      5.2.          Vesting of Investments in Matching Stock Account, Mandatory
                                    Stock Account and Matching Cash Account
                                    5.2.1.         Approved Retirement
                                    5.2.2.         Full Vesting Upon Death or Disability
                                    5.2.3.         Full Vesting Upon Change in Control
                                    5.2.4.         Full Vesting Upon Sale of Subsidiary
                                    5.2.5.         Termination for Cause
                                    5.2.6.         Forfeitures

SECTION 6             DISTRIBUTIONS .............................................................................16
                      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 ....................................................................20

SECTION 8             ADMINISTRATIVE DETERMINATIONS .............................................................21
                      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
</TABLE>



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<TABLE>
<S>                   <C>                                                                                        <C>

SECTION 9             OTHER ADMINISTRATIVE MATTERS ..............................................................21
                      9.1.          Reports to Participants
                      9.2.          Participants Are General Creditors of the Company and
                                    Participating Subsidiaries
                      9.3.          Disclaimer of Employment and Bonus Rights
                      9.4.          No Compensation Under the Dain Rauscher Retirement and
                                    Savings Plan
                      9.5.          Administrative Expenses of the Plan

SECTION 10            AMENDMENT OR TERMINATION ..................................................................22
                      10.1.         Amendment or Termination
                      10.2.         Merger
                      10.3.         Applicability to Successors
</TABLE>





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                     DAIN RAUSCHER WEALTH ACCUMULATION PLAN


                                    SECTION 1

                                  INTRODUCTION

1.1. STATEMENT OF THE PLAN On February 1, 1995 the Board of Directors of Dain
Rauscher Corporation, a Delaware corporation, authorized the creation of this
plan on behalf of the Company and its Participating Subsidiaries (as such term
is hereinafter defined) to benefit a select group of management or highly
compensated employees of the Company and its Participating Subsidiaries, which
plan was made effective as of April 15, 1995. The Board (as such term is
hereinafter defined) subsequently amended this plan effective as of December 1,
1999.

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 or a Participating Subsidiary,
as the case may be, 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. Accounts shall be maintained by the Company
or the Participating Subsidiary, as appropriate, and shall include a
Participant's Stock Account, Matching Stock Account, Mandatory Stock Account,
Dain Rauscher Interest Account, one or more Mutual Fund Accounts, Cash Account
and Matching Cash Account.

     1.2.2. APPROVED RETIREMENT The Retirement of a Participant (i) who has been
an employee of the Company or a Participating Subsidiary for ten (10) or more
years at the time of separation from service, (ii) who has entered into a
non-competition, non-solicitation and related agreement with the Company or a
Participating Subsidiary in the form then approved by the Committee and (iii)
with respect to deferrals made with respect to all Plan Years commencing with
2000, whose age upon Retirement is at least fifty (50). The non-competition
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
Participating Subsidiary, as appropriate, is engaged at the time of such
Participant's Retirement in any geographic area in which the Company or
Participating Subsidiary, as appropriate, 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. BOARD OF DIRECTORS The Board of Directors of the Company.





                                      -1-
<PAGE>   7


     1.2.5. CASH ACCOUNT The Account 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. The Cash Account shall not be
credited with interest, and shall not be deemed to be invested in any
interest-bearing item.

     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 in 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 shareholders 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 of the Company in which shareholders 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 and who, while a member of its Board of Directors, 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 December 1, 1996, or (B) subsequently becomes a
member of



                                      -2-

<PAGE>   8




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, Acquiring 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 designated by
the Board of Directors of the Company or any successor committee thereto
established by such Board of Directors to administer the Plan on behalf of the
Company and all Participating Subsidiaries.

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

     1.2.9. CONVERSION PRICE The average of the reported closing prices per
share of the Stock on the NYSE as reported for each of the five (5) business
days immediately preceding the end of each calendar quarter and for the last
five (5) business days of February of each year.

     1.2.10. DAIN RAUSCHER INTEREST ACCOUNT The bookkeeping Account in which all
of a Participant's deemed allocations which are to earn a rate of return equal
to the Dain Rauscher Interest Rate are credited pursuant to this Plan.

     1.2.11. DAIN RAUSCHER INTEREST RATE The annual percentage rate of return on
a Participant's deemed investment in his or her Dain Rauscher Interest Account
which shall be determined from time to time by the Committee.

     1.2.12. DEFERRABLE COMPENSATION That portion of a Participant's Gross Cash
Compensation for services rendered in a Plan Year which exceeds $100,000.

     1.2.13. DEFERRED COMPENSATION The amount of Deferrable Compensation
actually deferred by a Participant under this Plan for any Plan Year.

     1.2.14. DEFERRED COMPENSATION PERCENTAGE That percentage of the Deferrable
Compensation that a Participant has elected to defer with respect to any Plan
Year.

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




                                      -3-


<PAGE>   9

     1.2.16. DIVIDEND ADDITIONS The amounts deemed allocated, pursuant to
Section 4.2.5, to the Stock Account, Matching Stock Account or Mandatory Stock
Account of a Participant that are attributable to dividends declared by the
Company on its outstanding Stock. Dividend Additions shall only apply with
respect to Stock that has been credited to one of the foregoing accounts as of
the date of payment, and no such Dividend Additions shall apply with respect to
Stock that is first credited to an account in February of any year.

     1.2.17. ELECTION FORM The form setting forth the Deferred Compensation
Percentage, investment and distribution elections to be made by a Participant
with respect to the Deferrable Compensation payable for services to be rendered
in any Plan Year, as such form may be modified from time to time by the
Committee.

     1.2.18. EMPLOYER MATCH The amount of the Matchable Deferred Compensation of
a Plan Participant for any Plan Year that the Company or a Participating
Subsidiary, as the case may be, shall be deemed to have matched by crediting
such Participant's Matching Stock Account and/or Matching Cash Account, as set
forth in Section 4.2.1 or Section 4.2.2.

     1.2.19. FUND ADDITIONS The amounts deemed allocated, pursuant to Section
4.2.7, to the Mutual Fund Account of a Participant that are attributable to
interest or dividends paid or other distributions made in connection with a
Participant's deemed investment in a Mutual Fund.

     1.2.20. 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.

     1.2.21. IN-SERVICE ELECTION The election of a Participant to cause the
distribution of the amounts credited to such Participant's Accounts with respect
to any Plan Year to be made upon the earlier to occur of a specified date, which
must be the last business day of any calendar quarter (or such other date as may
be permitted by the Committee).

     1.2.22. MANDATORY DEFERRED COMPENSATION That percentage of a Participant's
Gross Cash Compensation which the Committee has required to be deferred by a
Participant in accordance with the Plan.

     1.2.23. MANDATORY STOCK ACCOUNT The Account in which a Participant's deemed
investments of Mandatory Deferred Compensation in Stock (and related Dividend
Additions) are credited pursuant to Section 3.3.1.


     1.2.24. MATCHABLE DEFERRED COMPENSATION The amount by which a Participant's
Deferred Compensation under this Plan during a Plan Year exceeds the Matching
Threshold Amount for such Plan Year.

                                      -4-

<PAGE>   10

     1.2.25. MATCHING CASH ACCOUNT The Account in which a Participant's deemed
cash allocations relating to any portion of an Employer Match (and related
Dividend Additions) that has been deemed not to have been invested in Stock (or
in a Mutual Fund Account or the Dain Rauscher Interest Account following an
intra-Plan transfer pursuant to Section 4.3) are credited. The Matching Cash
Account shall not be credited with interest, and shall not be deemed to be
invested in any interest-bearing item.

     1.2.26. MATCHING PERCENTAGE The percentages published from time to time by
the Committee which shall, in general, vary positively with the Company's
after-tax return on equity, as determined by the Committee, which shall be used
in calculating additions to a Participant's Matching Stock Account in the manner
described in Sections 4.2.1 and 4.2.2 of this Plan Statement, respectively.

     1.2.27. MATCHING STOCK ACCOUNT The Account in which a Participant's deemed
investments in Stock relating to any portion of an Employer Match (and related
Dividend Additions) are credited pursuant to Sections 4.2.1 and 4.2.2.

     1.2.28. MATCHING THRESHOLD AMOUNT An amount of Deferred Compensation
determined by the Committee with respect to each Plan Year in excess of which a
Participant's Deferred Compensation which is credited to such Participant's Cash
Account or Stock Account may become eligible for an Employer Match in accordance
with standards and guidelines determined annually by the Committee.

     1.2.29. MUTUAL FUND The interest in, or units of, the two (2) or more
investment vehicles from time to time selected by the Committee, in its sole and
absolute discretion, as deemed alternative investments to the deemed investment
in Stock or the Dain Rauscher Interest Account described in this Plan Statement.

     1.2.30. MUTUAL FUND ACCOUNT The Account in which a Participant's deemed
investments in a Mutual Fund are credited pursuant to Section 4.2.3.

     1.2.31. MUTUAL FUND PRICE The closing price on the last business day of
each calendar quarter and as of the last business day of February of each year,
as determined by the Committee, of an interest in, or units of, the Mutual
Funds.

     1.2.32. NYSE The New York Stock Exchange, Inc.

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

     1.2.34. PARTICIPATING SUBSIDIARY A corporation, now or in the future,
affiliated with the Company that adopts, or has adopted, the Plan. No
corporation shall become a Participating




                                      -5-

<PAGE>   11

Subsidiary without prior consent of the Company, and such participation is
subject to such limitations as the Company may impose.

     1.2.35. PLAN The Dain Rauscher Wealth Accumulation Plan.

     1.2.36. PLAN STATEMENT This document, entitled DAIN RAUSCHER WEALTH
ACCUMULATION PLAN, as adopted and made effective in accordance with Section 1.1,
as the same may be amended from time to time.

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

     1.2.38. RETIREMENT The separation of employment from the Company or a
Participating Subsidiary, as the case may be, of a Participant, other than due
to such Participant's death, Disability or termination for cause pursuant to
Section 5.2.5.

     1.2.39. RETIREMENT ELECTION An election by a Participant to receive a
distribution or distributions from his or her Accounts upon Retirement or
Approved Retirement.

     1.2.40. 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.

     1.2.41. STOCK The Common Stock, par value $0.125 per share, of the Company,
or any security into which the Common Stock of the Company 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.

     1.2.42. STOCK ACCOUNT The Account in which a Participant's deemed
investments in Stock using his or her Deferred Compensation (and related
Dividend Additions) are credited pursuant to Section 4.2.1.

     1.2.43. VOLUNTARY DEFERRED COMPENSATION The amount of Deferrable
Compensation deferred on a voluntary basis by a Participant under this Plan for
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



                                      -6-
<PAGE>   12


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

2.1. ELIGIBLE EMPLOYEES Subject to the restrictions in Sections 2.2, 2.3 and
2.4, employees eligible to participate in this Plan during a Plan Year are any
of the select group of management or highly compensated employees of the Company
or its Participating Subsidiaries: (i) whose Gross Cash Compensation exceeds
$150,000 during such Plan Year, or (ii) whose compensation otherwise exceeds a
level deemed appropriate by the Committee to include only such select group of
management or highly compensated employees, in each case, as determined by the
Committee in its sole discretion. Employees are first eligible for participation
in the Plan on the January 1 following six calendar months of employment, or as
otherwise determined by the Board.

2.2. INELIGIBILITY OF BOARD AND COMMITTEE MEMBERS Members of the Board and the
Committee are not eligible to participate in the Plan.

2.3. INELIGIBILITY OF SENIOR MANAGEMENT. Notwithstanding anything to the
contrary in this Section 2, members of the Dain Rauscher Executive Committee and
members of the Dain Rauscher Senior Management Group (or, in each case, any
successor committee or group thereto) will not be eligible for participation in
the Plan.

2.4. LIMITS APPLICABLE TO OTHER OFFICERS Any other person who has been
designated an officer of the Company by the Board shall not be eligible to have
any of his or her Deferred Compensation or any Employer Match credited to a
Stock Account, Matching Stock Account or Mandatory Stock Account. Subject to the
terms and conditions hereof, such officers may participate in the Plan, but
shall have amounts that would otherwise be credited to a Stock Account, Matching
Stock Account or Mandatory Stock Account credited instead to the Dain Rauscher
Interest Account (or a matching sub-fund thereof).





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                                    SECTION 3

                         ELECTION 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 employee's Gross Cash
Compensation which must be deferred in accordance with the further provisions of
this Plan, which shall constitute such Participant's Mandatory Deferred
Compensation. Any such mandatory deferral arrangements with respect to a
Participant's Gross Cash Compensation shall be determined by the Committee at
such time or times as it may determine in its sole and absolute discretion.

     3.1.1 VOLUNTARY ELECTION TO DEFER COMPENSATION A Participant may
participate further in the Plan by electing voluntarily to defer, in accordance
with the further provisions of this Plan, a percentage of such Participant's
Deferrable Compensation that such Participant would otherwise earn with respect
to services to be rendered in the next succeeding Plan Year, which shall
constitute such Participant's Voluntary Deferred Compensation. A Voluntary
Deferred Compensation election must be made no later than December 31 of the
Plan Year immediately preceding the Plan Year in which such Deferrable
Compensation will be earned. Subject to such changes as may be determined by the
Committee, such 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; provided, however, that, subject to such changes as may be
determined by the Committee, any new employees of the Company who qualify as
Participants under the Plan shall have 30 days from such Participant's hiring
date to make a Voluntary Deferred Compensation election for such Plan Year.

3.2. MAXIMUM DEFERRED COMPENSATION PERCENTAGE The maximum Deferred Compensation
Percentage of a Participant shall vary with the amount of Deferrable
Compensation earned by a Participant in a Plan Year as determined from time to
time by the Committee in its sole discretion, but in no event shall such maximum
Deferred Compensation Percentage exceed the maximum percentage established from
time to time by the Committee.

3.3. 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 his or her Deferred Compensation for
any Plan Year, both (i) the form of the deemed investment of his or her Deferred
Compensation, and (ii) the timing of distribution of the amounts allocated to
his or her Accounts attributable to his or her deemed investment election
(including any intra-Plan transfers made pursuant to Section 4.3).

     3.3.1. INVESTMENT ELECTION. A Participant may elect to have his or her
Voluntary Deferred Compensation for any Plan Year credited to (a) his or her
Stock Account, (b) his or her Mutual Fund Accounts, (c) his or her Dain Rauscher
Interest Account, (d) such other Account or Accounts as the Committee may from
time to time establish or (e) to a combination of such





                                      -8-

<PAGE>   14

Accounts, in accordance with the percentages of his or her Voluntary Deferred
Compensation (which must sum to 100%) allocated to all of such Accounts, as
reflected on his or her Election Form for such Plan Year. The entire amount of
any Mandatory Deferred Compensation shall be allocated and credited to a
Participant's Mandatory Stock Account pursuant to this Section 3.3.1. Any
election by a Participant to have his or her Voluntary Deferred Compensation
credited to his or her Stock Account, and any allocation of Mandatory Deferred
Compensation to a Participant's Mandatory Stock Account, shall be irrevocable
for all time, and, except as otherwise provided in the Plan, amounts may be
credited to a Participant's Stock Account or Mandatory Stock Account only in
connection with an original investment election or deferral. Voluntary Deferred
Compensation investment elections must be made on the Election Form, which must
be delivered to the Company at the time that a Participant elects to participate
in the Plan for any Plan Year.

     3.3.2. DISTRIBUTION ELECTION At the same time that a Participant elects to
participate in the Plan with respect to any Plan Year and makes his or her
Deferred Compensation Percentage and investment Account elections, such
Participant shall also make an irrevocable election with respect to the timing
of the distribution of the amounts credited to such Participant's Accounts 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 Deferred Compensation for any
Plan Year:

     (a) In-Service Election distribution, or

     (b) A distribution upon such Participant's Retirement (including an
         Approved Retirement) pursuant to a Retirement Election, in accordance
         with the terms set forth in Section 6.1.1(b) below.


                                    SECTION 4

                         DEFERRED COMPENSATION ACCOUNTS

4.1. ESTABLISHMENT OF ACCOUNTS. The amount of benefits to be paid by the Company
or a Participating Subsidiary, as the case may be, 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 Beneficiaries. Such Accounts
will be composed of a Stock Account, Matching Stock Account, Mandatory Stock
Account, Dain Rauscher Interest Account, one or more Mutual Fund Accounts, Cash
Account and Matching Cash Account for each Participant and such other accounts
as the Committee may from time to time authorize. Such Accounts shall be
established and credited with the appropriate amounts as provided for herein as
of the last day of each calendar quarter and as of the last day of February of
each year.




                                      -9-


<PAGE>   15



4.2.       CREDITS TO ACCOUNTS

           4.2.1. STOCK ACCOUNT, MATCHING STOCK ACCOUNT AND MANDATORY STOCK
ACCOUNT. For any Plan Year, in connection with (i) a Participant's election to
have any portion of his or her Voluntary Deferred Compensation credited to his
or her Stock Account pursuant to Section 3.3.1., and (ii) the allocation of a
Participant's Mandatory Deferred Compensation to his or her Mandatory Stock
Account, such Participant's Stock Account and Mandatory 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 or her
Voluntary Deferred Compensation allocated to the Stock Account and the entire
amount of the Mandatory Deferred Compensation by the Conversion Price. The
amount of any Voluntary Deferred Compensation or Mandatory 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. A
Participant who elects to have a portion of his or her Matchable Deferred
Compensation credited or otherwise allocated to his or her Stock Account, and a
Participant with any Mandatory Deferred Compensation allocated to a
Participant's Mandatory Stock Account, may become entitled to an Employer Match
credited to his or her Matching Stock Account at such time or times as the
Committee, in its sole and absolute discretion, shall determine. The amount of
the Employer Match credited to such Participant's Matching Stock Account, if
any, shall be the Matching Percentage of such Participant's Matchable Deferred
Compensation, including Mandatory Deferred Compensation, credited to his or her
Stock Account or Mandatory Stock Account. The Committee shall publish a table of
possible Matching Percentages for each Plan Year. If a Participant becomes
entitled to an Employer Match hereunder, then his or her 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 amount of the
Employer Match by the Conversion Price. The amount of Employer 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. DAIN RAUSCHER INTEREST ACCOUNT AND MATCHING STOCK ACCOUNT If a
Participant elects to have any portion of his or her Voluntary Deferred
Compensation for any Plan Year credited to his or her Dain Rauscher Interest
Account pursuant to Section 3.3.1, then such Participant's Dain Rauscher
Interest Account shall be increased by the amount of Deferred Compensation so
credited. A Participant who elects to have a portion of his or her Matchable
Deferred Compensation credited to such Participant's Dain Rauscher Interest
Account pursuant to Section 3.3.1 of this Plan during a Plan Year may become
entitled to an Employer Match credited to his or her Matching Stock Account at
such time or times as the Committee, in its sole and absolute discretion, shall
determine. The amount of the Employer Match credited to such Participant's
Matching Stock Account, if any, shall be the Matching Percentage of such
Participant's Matchable Deferred Compensation credited to his or her Dain
Rauscher Interest Account. If a Participant becomes entitled to an Employer
Match hereunder in accordance with the provisions of Section 4.2.1, then such
Participant's Matching Stock Account (and Matching Cash Account, if appropriate)
shall be increased by the amount of such Employer Match.






                                      -10-
<PAGE>   16


           4.2.3. MUTUAL FUND ACCOUNT If a Participant elects to have any
portion of his or her Voluntary Deferred Compensation for any Plan Year credited
to a Mutual Fund Account pursuant to Section 3.3.1, then his or her appropriate
Mutual Fund Account shall be deemed to have been allocated that number of units
(including fractional units) of the appropriate Mutual Fund equal to the portion
of his or her Deferred Compensation allocated to the Mutual Fund Account divided
by the appropriate Mutual Fund Price for the appropriate day the amount is
credited as provided for herein. A Participant who elects to have any portion of
his or her Deferred Compensation credited to a Mutual Fund Account shall not be
entitled to an Employer Match with respect thereto.

           4.2.4. INTRA-PLAN TRANSFER If a Participant elects to make an
intra-Plan transfer, as of the last business day of any calendar quarter, as
permitted by Section 4.3 for any Plan Year, the following rules shall apply:

           (a)    If the intra-Plan transfer is from a Participant's Mutual Fund
                  Account to another Account or Accounts, the amount deemed
                  transferred to such Account or Accounts shall be equal to the
                  proceeds of the deemed sale of the units of the Mutual Fund so
                  transferred. Such deemed sale shall be treated as occurring as
                  of the last business day of the appropriate calendar quarter;

           (b)    The rules set forth in Sections 4.2.1, 4.2.2 and 4.2.3 shall
                  otherwise apply to intra-Plan transfers, except that no
                  portion of an intra-Plan transfer to a Participant's Stock
                  Account or Dain Rauscher Interest Account shall ever be
                  eligible for an Employer Match. Further, a Participant's
                  election to have his or her Deferred Compensation credited to
                  his or her Stock Account shall be irrevocable, and such
                  credits may not thereafter be transferred to any other
                  account.

           4.2.5. DIVIDEND ADDITIONS TO STOCK ACCOUNTS

                  4.2.5.1. 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 funds determined by the Committee.
Thereafter, all funds credited to a Participant's Cash Account (i) as a result
of cash dividends pursuant to this Section 4.2.5.1, and (ii) as a result of
fractional shares of Stock pursuant to Section 4.2.1, shall be deemed to have
been used to purchase shares of Stock once each year, on a date determined by
the Committee. The number of additional shares of Stock credited to each
Participant's Stock Account after the end of each Plan Year due to the deemed
purchases described in the preceding sentence 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 under this Section




                                      -11-
<PAGE>   17


4.2.5.1 and under Section 4.2.1 by the closing price per share of Stock reported
on the NYSE on the date of the deemed purchase of the Stock credited to such
Participant's Stock Account under this Section 4.2.5.1. 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. Notwithstanding the foregoing, the Committee shall
be entitled, in its sole and absolute discretion, to use the last business day
of a calendar quarter and the Conversion Price applicable thereto for all
purposes of this Section 4.2.5.1. Neither the Company nor a Participating
Subsidiary will provide an Employer Match for the deemed purchases of Stock
credited to a Participant's Stock Account pursuant to this Section 4.2.5.1.

                           4.2.5.2. 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 funds
determined by the Committee. Thereafter, all funds credited to a Participant's
Matching Cash Account (i) as a result of cash dividends pursuant to this Section
4.2.5.2, and (ii) as a result of fractional shares of Stock pursuant to Sections
4.2.1 and 4.2.2, shall be deemed to have been used to purchase shares of Stock
once each year, on a date determined by the Committee. 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 described in the preceding
sentence 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 under this Section 4.2.5.2 and under Sections 4.2.1 and 4.2.2 by the
closing price per share of Stock reported on the NYSE on the date of the deemed
purchase of the Stock credited to such Participant's Matching Stock Account
under this Section 4.2.5.2. 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.
Notwithstanding the foregoing, the Committee shall be entitled, in its sole and
absolute discretion, to use the last business day of a calendar quarter and the
Conversion Price applicable thereto for all purposes of this Section 4.2.5.2.
Neither the Company nor a Participating Subsidiary will provide an Employer
Match for the deemed purchases of Stock credited to a Participant's Matching
Stock Account pursuant to this Section 4.2.5.2.

                           4.2.5.3 MANDATORY 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 Mandatory 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 Mandatory Stock Account
(if the dividends are declared in shares of Stock), or other funds determined by
the Committee. Thereafter, all funds credited to a Participant's Cash

                                      -12-


<PAGE>   18




Account (on account of Mandatory Deferred Compensation) (i) as a result of cash
dividends pursuant to this Section 4.2.5.3, and (ii) as a result of fractional
shares of Stock pursuant to Sections 4.2.1, shall be deemed to have been used to
purchase shares of Stock once each year, on a date determined by the Committee.
The number of additional shares of Stock credited to each Participant's
Mandatory Stock Account after the end of each Plan Year due to deemed purchases
described in the preceding sentence 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 under this Section 4.2.5.3 and under Sections
4.2.1 by the closing price per share of Stock reported on the NYSE on the date
of the deemed purchase of the Stock credited to such Participant's Mandatory
Stock Account under this Section 4.2.5.3. 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.
Notwithstanding the foregoing, the Committee shall be entitled, in its sole and
absolute discretion, to use the last business day of a calendar quarter and the
Conversion Price applicable thereto for all purposes of this Section 4.2.5.3.
Neither the Company nor a Participating Subsidiary will provide an Employer
Match for the deemed purchases of Stock credited to a Participant's Mandatory
Stock Account pursuant to this Section 4.2.5.3.

           4.2.6. ADDITIONS TO DAIN RAUSCHER INTEREST 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
Dain Rauscher Interest Account as of the first business day of such quarter, an
amount equal to the product of such balance of a Participant's Dain Rauscher
Interest Account and the Dain Rauscher Interest Rate for such quarter, as
determined by the Committee, shall be deemed allocated to such Participant's
Dain Rauscher Interest Account.

           4.2.7. FUND ADDITIONS TO MUTUAL FUND ACCOUNT At such times as Fund
Additions are made with respect to the Mutual Fund, a determination shall be
made of the number of units (including fractional units) of the Mutual Fund
which are credited to a Participant's Mutual Fund Account on the interest or
other distribution or payment date, and an amount equal to such total number of
units of the Mutual Fund multiplied by the amount of Fund Addition per unit of
the Mutual Fund shall be deemed allocated, on the date such Fund Addition is
paid or distributed, to such Participant's Mutual Fund Account, or other fund
determined by the Committee. The number of additional units of the Mutual Fund
credited to each Participant's Mutual Fund Account due to deemed purchases with
the Fund Additions credited pursuant to this Section 4.2.6 shall be equal to the
total amount of the Fund Additions deemed credited hereunder divided by the
Mutual Fund Price on the date of such Fund Addition, including fractional units
of the Mutual Fund resulting from such calculation.

4.3.       INTRA-PLAN TRANSFERS

           4.3.1. BASIC TRANSFER RULES. Subject to such rules as the Committee
may, from time to time in its sole and absolute discretion, impose, a
Participant may make an election to have all or a portion of the amounts deemed
credited to any of his or her Accounts under this Plan transferred to any of his
or her other Accounts (other than the Stock Account, the Mandatory Stock




                                      -13-


<PAGE>   19






Account and the Matching Stock Account) under this Plan; provided, however, that
a Participant's election to have his or her Voluntary Deferred Compensation
credited to his or her Stock Account, and any allocation under the Plan to a
Participant's Mandatory Stock Account or Matching Stock Account, shall be
irrevocable and such credits may not thereafter be transferred to any other
Account. For the avoidance of doubt, no transfer of any Account balance may be
made into a Participant's Stock Account, Mandatory Stock Account or Matching
Stock Account. Such an election may be made quarterly, effective only as of the
last business day of a calendar quarter and to the extent applicable by taking
into account the Conversion Price applicable thereto. Further, such an election
may only be made once during any Plan Year, but may be made in any Plan Year
following the Plan Year in which an amount is first credited to a Participant's
Account, unless the Committee otherwise determines in its sole discretion. An
intra-Plan transfer shall be initiated by submitting a request therefor in
writing to the Company, in such form as the Committee shall determine. Such
transfer shall be effected in accordance with Section 4.2.4.

           4.3.2. TRANSFERS PRIOR TO FULL VESTING If a Participant makes an
intra-Plan transfer from his or her Dain Rauscher Interest Account to a Mutual
Fund Account of an amount of cash with respect to which such Participant's
rights in the appropriate shares in the Matching Stock Account have not vested
under Section 5 hereof, such amount of Stock, and all related Dividend
Additions, shall be forfeited by such Participant and shall not be credited to
any other Account of the Participant.

           4.3.3. NO MATCHING WITH RESPECT TO AMOUNTS TRANSFERRED HEREUNDER No
amount of Stock or cash, as the case may be, transferred from any Account into a
Participant's Stock Account or Cash Account shall be eligible for an Employer
Match at any time.

4.4. CHARGES AGAINST ACCOUNTS FOR BENEFIT PAYMENTS On the last business day of a
calendar quarter immediately preceding or coincident with each date that a
distribution is made by, or on behalf of, the Company under this Plan to a
Participant or Beneficiary, the amount of such distribution shall be charged
against, and shall reduce the remaining credited balance of, the appropriate
Account or Accounts of such Participant. Such charges shall first be applied
against account balances attributable to a Participant's Deferred Compensation
and then vested Employer Match balances thereof. Such charges shall be allocated
pro rata among a Participant's accounts on the basis of the amounts thereof.

                                    SECTION 5

                                     VESTING

5.1. VESTING OF INVESTMENTS ATTRIBUTABLE TO DEFERRED COMPENSATION As of any
date, all amounts credited to the Stock Account, Dain Rauscher Interest Account,
the Mutual Fund Account and the Cash Account of a Participant shall be fully
vested.

5.2. VESTING OF INVESTMENTS IN MATCHING STOCK ACCOUNT, MANDATORY STOCK ACCOUNT
AND MATCHING CASH ACCOUNT Except as hereinafter provided in this Section 5.2,
and subject to

                                      -14-



<PAGE>   20


acceleration or modification by the Committee, in its sole and absolute
discretion, deemed investments credited to the Matching Stock Account, Mandatory
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 any future Employer Match and any
Mandatory Stock Account (and related Dividend Additions, if any) prior to
December 31 preceding each new Plan Year. Unless otherwise amended by the
Committee, all time period measurements for the vesting schedules established by
the Committee shall commence on January 1 of the Plan Year following the year in
which a Participant defers Matchable Deferred Compensation (including any
Mandatory Deferred Compensation) under this Plan.

           5.2.1. APPROVED RETIREMENT Subject to acceleration or modification by
the Committee, all deemed investments credited to the Matching Stock Account,
Mandatory 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 or her Approved Retirement; provided that,
such vesting shall be subject to forfeiture as set forth in the Participant's
non-competition agreement with the Company.

           5.2.2. FULL VESTING UPON DEATH OR DISABILITY All deemed investments
credited to the Matching Stock Account, Mandatory Stock Account and Matching
Cash Account of a Participant shall vest in full upon the death or Disability of
such 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 of a Participant who is employed by the Company or a Participating
Subsidiary 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 Participating Subsidiary of
the Company as of the date of a Subsidiary Sale of such Participating Subsidiary
and who does not continue to be employed by the Company or any of its
subsidiaries immediately thereafter shall be fully vested immediately upon such
Subsidiary Sale.

           5.2.5. TERMINATION FOR CAUSE Notwithstanding anything to the contrary
in this Section 5.2, if a Participant ceases to be employed by the Company or a
Participating Subsidiary at any time prior to the distribution of the deemed
investments hereinafter described due to gross or willful misconduct during the
course of his or her employment, including theft or commission of a gross
misdemeanor or felony, all deemed investments, whether vested or not, credited
to any Matching Stock Account, Mandatory Stock Account or Matching Cash Account
of such Participant shall be automatically forfeited by the Participant upon
such Participant's employment termination.




                                      -15-


<PAGE>   21



           5.2.6. FORFEITURES. Except as otherwise specifically set forth in
Sections 5.2.1, 5.2.2, 5.2.3 and 5.2.4, all amounts attributable to deemed
investments credited to a Participant's Matching Stock Account, Mandatory 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.


                                    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 subject to the
forfeiture conditions of Section 5 with respect to a Participant's Matching
Stock Account, Mandatory Stock Account and Matching Cash Account:

           (a)    distributions of all of a Participant's Accounts 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 or her 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 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 or her 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



                                      -16-



<PAGE>   22


                  installments to either three, four or five equal, annual
                  installments; and provided further, that any such change in
                  his or her 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 or
                  her 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; and

           (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.

All amounts credited to a Participant's Stock Account, Matching Stock Account
and Mandatory 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. All shares of Stock distributed
under the Plan, if any, shall be shares of Stock that are issued, but not
outstanding, and held in the Company's treasury, or authorized, but previously
unissued shares. The value of each share of Stock credited to a Participant's
Stock Account, Matching Stock Account and Mandatory Stock Account shall be equal
to the closing price per share of Stock on the NYSE as reported for the business
day preceding the distribution date set forth in Section 6.1.2; provided,
however, that in its sole and absolute discretion, the Committee may apply the
concept of a Conversion Price in determining such closing price per share of
Stock. Unless otherwise determined by the Committee, a Participant's Mutual Fund
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. The value of the Participant's Mutual Fund Account shall be determined by
multiplying the total number of units of the Mutual Fund credited to that
Account by the Mutual Fund Price, in each case, measured as of the business day
preceding the distribution date set forth in Section 6.1.2. Unless otherwise
determined by the Committee, a Participant's Dain Rauscher Interest 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. Notwithstanding the foregoing two
sentences, the Committee, in its sole and absolute discretion, may cause
distributions with respect to any Account of a Participant to be made in shares
of Stock that are either issued, but not outstanding, and held in the Company's
treasury, or authorized, but previously unissued shares; the value of all such
shares shall be equal to the closing price per share of Stock on the NYSE as
reported for the business day preceding the distribution date set forth in
Section 6.1.2. 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



                                      -17-


<PAGE>   23


by the Committee for the purpose of collecting and paying, as required by law,
such taxes with respect to a Participant.

           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 on or about: (i) the date
                  selected by such Participant on his or her Election Form if
                  the distribution is due to an In-Service Election triggered by
                  the date certain selected by the Participant on his or her
                  Election Form or (ii) the January 15 of the Plan Year
                  following the date of his or her Retirement (and the January
                  15 of the second Plan Year following the date of his or her
                  Retirement) 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 or her
                  Election Form;

            (b)   distributions of the Accounts of a Participant due to a
                  Retirement Election shall be payable on or about January 15 of
                  each Plan Year following the Plan Year in which his or her
                  Retirement or Approved Retirement occurred;

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

            (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, but in no case later than sixty (60) days after the
                  occurrence of the Subsidiary Sale of a Participating
                  Subsidiary.

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 such Participant's 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 or her 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




                                      -18-



<PAGE>   24






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




                                      -19-

<PAGE>   25


                                    SECTION 8

                          ADMINISTRATIVE DETERMINATIONS

8.1. THE COMMITTEE Full power and authority to construe, interpret, and
administer this Plan Statement shall be vested 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; provided, however, that the Board
shall have the full power and authority to make any determinations provided for
in this Plan Statement which have the effect of materially increasing the cost
of this Plan to the Company or any Participating Subsidiary, including without
limitation decisions regarding the terms and conditions of any Employer Match,
Matchable Deferred Compensation, Matching Threshold Amount and the Matching
Percentage, eligibility to participate in the Plan, and the maximum Deferred
Compensation Percentage. All determinations made by the Committee or the Board,
as the case may be, shall be conclusive upon the Company, each Participating
Subsidiary, 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.






                                      -20-


<PAGE>   26



           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 as is administratively feasible after each
calendar quarter end, the Company shall prepare and deliver to each Participant
a report showing: (i) the total value of the Participant's Accounts 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 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 AND PARTICIPATING
SUBSIDIARIES Benefits due under this Plan shall be paid out of the general funds
of the Company or a Participating Subsidiary. At all times during the
continuance of this Plan, all Accounts shall be subject to the claims of general
creditors of the Company under federal and state law, and the Accounts
attributable to Participating Subsidiaries shall be subject to the claims of the
general creditors thereof under federal and state law. The Participants and
Beneficiaries shall not have any secured or preferred interest by way of trust,
escrow, lien or otherwise in any specific assets of the Company or a
Participating Subsidiary. If the Company or a Participating Subsidiary 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 or a Participating
Subsidiary 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 BONUS RIGHTS 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 Deferrable 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 Employer 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 terms are defined in such plan.






                                      -21-

<PAGE>   27

9.5 ADMINISTRATIVE EXPENSES OF THE PLAN Participants will be responsible for all
administrative expenses incurred with respect to this Plan and for all
administrative expenses and other fees of this Plan (to the extent such expenses
are not paid by the Company), including the costs of outsourced recordkeeping
(which expenses will be allocated equally to each Participant's Accounts).


                                   SECTION 10

                            AMENDMENT OR TERMINATION

10.1. AMENDMENT OR TERMINATION This Plan may be amended or terminated at any
time by the Committee or the Board of Directors of the Company, but no such
amendment or termination shall have the effect of reducing the amounts already
then credited to the Stock Account, Cash Account, Dain Rauscher Interest Account
or Mutual Fund Account of any Participant or the vested portion of his or her
Matching Stock Account, Mandatory 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
any Company or a Participating Subsidiary. 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, the Participating Subsidiaries and each Participant,
the successors and assigns of such parties, 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.







                                      -22-