AMENDED AND RESTATED
                                SITEL CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                                        
As Adopted March 3, 1998
________________________


                                    ARTICLE I
                                        
                                     GENERAL


     1.1  PURPOSE OF THE PLAN.  The purpose of the Amended and Restated SITEL
Corporation Employee Stock Purchase Plan (as such plan may hereafter be further
amended, or amended and restated, from time to time, the "Plan") is to provide
Eligible Employees of the Company and its Subsidiaries with a program for the
regular purchase of Shares of the Company through periodic payroll deductions,
giving Participants the opportunity to acquire a proprietary interest in the
success of the Company.

     1.2  DEFINITIONS.  For purposes of the Plan, the following words and
phrases shall have the meanings indicated, unless the context clearly indicates
otherwise:

          (a)  "Adjusted Purchase Price" of a Share means, with respect to any
          specified Purchase Date, eighty-five percent (85%) of the Purchase
          Price of a Share.

          (b)  "Agent" means the independent agent appointed pursuant to Section
          1.4.

          (c)  "Company" means SITEL Corporation, a Minnesota corporation.

          (d)  "Eligible Employee" means a person at least the age of majority
          who is a full-time or part-time employee of the Company or a
          Subsidiary; provided, however, that the term "Eligible Employee" shall
          not include any of the following:  (a) a person who has not been
          employed at least six months by the Company or any such Subsidiary or
          (b) an employee who has been designated by the Board of Directors of
          the Company as an executive officer of the Company or who is otherwise
          subject to the provisions of Section 16(b) of the Securities Exchange
          Act of 1934; provided, further, that an employee who is on the payroll
          of a non-U.S. Subsidiary shall not be an Eligible Employee until the
          Company has determined that the Company and its Subsidiaries have
          satisfied all legal requirements of the country or countries where
          such employee works, resides or is a national, as may be applicable,
          in order for such employee to participate in the Plan.

          (e)  "Fair Market Value" of a Share means, with respect to any
          specified date, the average of the high and low sales prices of a
          Share on such date as reported by the New York Stock Exchange or, if
          no Shares were traded on such date, the fair market value of the
          Shares as determined in good faith by the Executive Committee of the
          Company in its sole discretion; provided, however, that the Purchase
          Price, inasmuch as it represents the actual market price of a Share,
          shall be deemed to be the Fair Market Value of a Share as of the
          Purchase Date.

          (f)  "Grant Date" means the date on which an Offering commences under
          the Plan, which shall be the first day of the Offering Period.

          (g)  "Offering" means the grant of an opportunity to Participants to
          purchase Shares in respect of an Offering Period in accordance with
          the provisions of the Plan.

          (h)  "Offering Period" means a period of three (3) consecutive
          calendar months beginning on January 1, April 1, July 1, or October 1
          during the term of the Plan, except that the initial Offering Period
          shall begin as early as practicable after the Plan becomes effective
          and shall end on March 31, 1998.

          (i)  "Participant" means an Eligible Employee who has elected to
          participate in the Plan for an Offering Period by duly and timely
          filing a properly completed Subscription Agreement for the Offering
          Period in accordance with Section 2.2.

          (j)  "Payroll Deduction Account" means an individual bookkeeping
          account established and maintained by the Company in the name of a
          Participant to which is credited the Participant's payroll deductions
          under the Plan for an Offering Period.  Notwithstanding the foregoing,
          a Participant's Payroll Deduction Account shall be unfunded, no assets
          shall be set aside with respect to a Participant's Payroll Deduction
          Account, and no Participant shall have any rights with respect to any
          assets of the Company or any Subsidiary.

          (k)  "Purchase Date" with respect to an Offering Period means the
          fifth (5th) trading day of the first Company trading window which
          follows the conclusion of the Offering Period.  Trading windows are
          established pursuant to the Company's insider trading policy and
          generally open forty-eight (48) hours after the Company's quarterly
          earnings release in each of February, May, August, and November.  The
          Purchase Date is the date on which Participants shall be deemed to
          have exercised their opportunity under an Offering to purchase Shares
          and on which Shares shall be purchased by the Agent for Participants
          in respect of an Offering pursuant to this Plan.

          (l)  "Purchase Price" of a Share means the average price paid by the
          Agent on the Purchase Date for Shares purchased for Participants in
          respect of the Offering Period which concluded immediately prior to
          the Purchase Date.

          (m)  "Share" means a share of Common Stock, $.001 par value per share,
          of the Company.  The plural form of such word is "Shares".

          (n)  "Share Account" means an account established and maintained by
          the Agent in the name of a Participant to hold the Shares purchased
          pursuant to this Plan for such Participant.

          (o)  "Subscription Agreement" means the enrollment and payroll
          deduction authorization forms prescribed by the Company which are to
          be completed by Eligible Employees and filed with the Company or the
          Agent, as directed by the Company, in accordance with Section 2.2, in
          order to enroll in the Plan and make payroll deduction elections under
          the Plan for an Offering Period.

          (p)  "Subsidiary" means a corporation of which not less than fifty
          (50%) of the voting shares are held by the Company or a Subsidiary
          whether or not such corporation now exists or hereafter is organized
          or acquired by the Company or a Subsidiary of the Company. The plural
          form of such word is "Subsidiaries".

     1.3  EFFECTIVE DATE AND TERM OF PLAN. The Plan was originally adopted
effective November 18, 1997 and was amended and restated effective March 3,
1998. The Plan shall remain in effect indefinitely, subject to modification or
termination by the Board of Directors of the Company at any time.

     1.4  APPOINTMENT AND REMOVAL OF THE AGENT.  The Company shall appoint an
independent bank, trust company, brokerage firm, or other financial institution
to administer the Plan (including but not limited to the establishment of such
procedures as reasonably may be necessary to accomplish such administration in a
manner consistent with the purposes of the Plan), keep the records of the Plan
reflecting the interests of Participants, hold Shares acquired under the Plan on
behalf of Participants, and generally act as the agent of Participants in the
manner and to the extent provided in the Plan. The Agent may resign at any time
by giving written notice of such resignation to the Company at least thirty (30)
days prior to the effective date of such resignation. The Company may remove the
Agent at any time by giving written notice to the Agent prior to the effective
date of such removal. In the event of the resignation or removal of the Agent,
the Company promptly shall appoint a new Agent. The Company shall provide the
names and addresses of all Participants to the Agent to facilitate direct
communications by the Agent to the Participants.

     1.5  SHARES AVAILABLE UNDER THE PLAN. The maximum number of Shares which
may be acquired by Participants under the Plan is One Million (1,000,000),
subject to proportionate adjustment upon changes in the number of outstanding
Shares by reason of a stock dividend or stock split or similar changes in the
capitalization of the Company as determined by the Board of Directors of the
Company.

     1.6  ACTION BY THE COMPANY.  Whenever an action is required by or permitted
by the Company under the Plan, unless otherwise expressly provided by the Plan
or the Board of Directors of the Company, such action shall be taken by the
Company's Executive Committee or its delegate.

                                   ARTICLE II
                                        
                               PLAN PARTICIPATION

     2.1  SUMMARY OF PLAN'S OPERATION.  The Plan shall operate on the basis of
discrete Offering Periods in the following manner:

          (a)  Each three (3) month Offering Period is separate from other
     Offering Periods;

          (b)  Eligible Employees may elect to be Participants for an Offering
     Period by filing the prescribed Subscription Agreement with the Company or
     the Agent, as directed by the Company, on or before the applicable date set
     forth in Section 2.2;

          (c)  An Offering under the Plan for an Offering Period shall be only
     to Eligible Employees who are Participants for that Offering Period;

          (d)  Payroll deductions designated by Participants on their individual
     Subscription Agreements will be made during the Offering Period in
     accordance with Section 2.2;

          (e)  An election to purchase Shares will be exercised automatically on
     the Purchase Date in accordance with Section 2.3 with respect to Shares to
     the extent funded by Participants' payroll deductions made during the
     Offering Period ending immediately prior to the Purchase Date; and

          (f)  The Shares purchased by the Agent on the Purchase Date pursuant
     to Section 2.7 shall be allocated to the Share Accounts for those
     Participants whose payroll deductions during the Offering Period ending
     immediately prior to the Purchase Date provided the funds used to acquire
     such Shares.

     2.2  ENROLLMENT.  Participation in the Plan is voluntary.  An Eligible
Employee may elect to participate in the Plan for an Offering Period by filing a
properly completed Subscription Agreement authorizing payroll deductions for
such Offering Period with the Human Resources department of the Company or the
Subsidiary which employs the Eligible Employee or with the Agent, as directed by
the Company, no later than the date specified by the Company which is prior to
the first day of such Offering Period.  Once properly made, an Eligible
Employee's election to participate in the Plan and Subscription Agreement shall
be automatically renewed for each subsequent Offering Period until modified,
withdrawn, suspended or cancelled as provided in Section 2.4(c).

     2.3  OPPORTUNITY TO PURCHASE SHARES.  An Offering is made only to those
Eligible Employees who timely and properly elect to be Participants for an
Offering Period in accordance with Section 2.2.  An Offering will be deemed to
have been made to Participants in respect of an Offering Period on the Grant
Date pertaining to such Offering Period.  The purchase price payable by a
Participant for a Share which is the subject of an Offering made to a
Participant during an Offering Period shall be the Adjusted Purchase Price.
Notwithstanding anything to the contrary in this Plan, the maximum number of
Shares which a Participant shall have the opportunity to purchase in respect of
an Offering Period will be determined by dividing the Participant's aggregate
payroll deductions for such Offering Period made in accordance with Section 2.4
by eighty-five percent (85%) of the Fair Market Value of a Share on the Purchase
Date, subject to the following additional limitations:

          (a)  A Participant shall not have the opportunity to purchase Shares
     if and to the extent that, immediately after the grant of such opportunity,
     such Participant (or any other person whose Shares would be attributed to
     such Participant pursuant to Section 424(d) of the Internal Revenue Code of
     1986, as amended) would own shares of stock of the Company and its
     Subsidiaries and/or hold outstanding options to purchase shares of stock of
     the Company and its Subsidiaries possessing five percent (5%) or more of
     the total combined voting power or value of all classes of stock of the
     Company or of any Subsidiary of the Company; and

          (b)  A Participant shall not have the opportunity to purchase Shares
     if and to the extent that such opportunity would permit the Participant's
     rights to purchase stock of the Company and its Subsidiaries under all
     employee stock purchase plans (described in Section 423 of the Internal
     Revenue Code of 1986, as amended) to accrue at a rate which is in excess of
     Twenty-Five Thousand Dollars ($25,000) in Fair Market Value of the stock
     (determined at the time the opportunity is granted) for each calendar year
     in which the opportunity is outstanding.

Whether any of the above limitations apply and the effect of such application
shall be determined by the Company in its sole judgment.

     2.4  PAYROLL DEDUCTIONS.

          (a)  A Participant may make contributions under the Plan to purchase
     Shares only through payroll deductions (at the rate the Participant elects
     in accordance with Section 2.4(b)) which will be withdrawn from the
     Participant's gross wages for each payroll period occurring while the
     Participant's Subscription Agreement is in effect.  A Participant's payroll
     deductions shall be credited to the Participant's Payroll Deduction
     Account.  A Participant may not make any additional contributions to the
     Plan in any other manner.

          (b)  A Participant shall designate the amount of the Participant's
     payroll deductions under the Plan, which shall be expressed in whole dollar
     amounts of the Participant's gross wages by properly completing the
     appropriate section of the Participant's Subscription Agreement.  A
     Participant's payroll deductions under the Plan may not be less than $10.00
     nor more than $961.53 per biweekly pay period.  In the case of Participants
     whose compensation is paid in a currency other than United States dollars,
     the applicable limits shall be approximate equivalents of such minimum and
     maximum amounts fixed from time to time by the Company in administratively
     convenient units of such other currency. If a Participant's wages are paid
     on a schedule other than biweekly, then the periodic payroll deductions
     referred to in this Section 2.4(b) shall be made with respect to such
     Participant in accordance with such schedule as is reflected in such
     Participant's Subscription Agreement and the Company shall proportionately
     adjust the minimum and maximum payroll deductions applicable to such
     Participant.  For purposes of determining the United States dollar amount
     withheld from the gross wages of Participants whose compensation is paid in
     a currency other than United States dollars, the amount withheld in such
     other currency shall be converted to United States dollars on the basis of
     the applicable exchange rate quoted in The Wall Street Journal for the 
     next-to-the-last business day of the Offering Period involved.  The
     determination of what constitutes a Participant's "gross wages" shall be
     made by the Company and its determination shall be final.

          (c)  A Participant's payroll deductions for an Offering Period shall
     commence on the first day of the payroll period beginning on or immediately
     following the Grant Date for such Offering Period.  A Participant's payroll
     deductions shall continue until the Participant's Subscription Agreement is
     modified, withdrawn, suspended or cancelled as follows:

                    (i) Cancellation of Payroll Deductions.  A Participant may
          elect to cancel the Participant's payroll deduction election at any
          time, which election shall be effective on the first day of the
          payroll period which begins fifteen (15) or more days following the
          date such cancellation election is made, by duly filing a properly
          completed Subscription Agreement with the Human Resources department
          of either the Company or the Subsidiary which employs the Participant
          or with the Agent, as directed by the Company; provided however that a
          Participant who is subject to the Company's insider trading window may
          only elect to cancel such Participant's payroll deduction election by
          duly filing a properly completed Subscription Agreement prior to the
          commencement of a new Offering Period, which cancellation election
          shall be effective on the first day of the first payroll period or, if
          such first payroll period begins less than fifteen (15) days after
          such election is made, the first day of the second payroll period of
          the Offering Period which begins after the date such election is made.

                    (ii) Election to Increase or Decrease Payroll Deductions.  A
          Participant may elect to increase or decrease the rate of the
          Participant's payroll deductions by duly filing a properly completed
          Subscription Agreement with the Human Resources department of either
          the Company or the Subsidiary which employs the Participant or with
          the Agent, as directed by the Company.  The Participant's election to
          increase or decrease the Participant's payroll deductions shall be
          effective on the first day of the first payroll period or, if such
          first payroll period begins less than fifteen (15) days after such
          election is made, the first day of the second payroll period of the
          Offering Period which begins after the filing of such Subscription
          Agreement.  The Company may elect, at its sole discretion, if the
          Agent's procedures will permit more frequent changes, to permit the
          elections of Participants (excluding Participants who are subject to
          the Company's insider trading window) to increase or decrease payroll
          deductions to become effective sooner than the next Offering Period;
          if the Company notifies Participants that elections to increase or
          decrease payroll deductions may become effective sooner than the next
          Offering Period, such elections of Participants (excluding
          Participants who are subject to the Company's insider trading window)
          shall become effective on the first day of the payroll period which
          begins fifteen (15) or more days following the date such change
          election is made.

                    (iii) Automatic Adjustments.  A Participant's payroll
          deductions shall be automatically decreased or suspended, as
          appropriate, in order for the Plan to comply with the limitations set
          forth in Sections 2.3(a) and 2.3(b).  The Participant's payroll
          deductions shall automatically recommence and/or be increased to the
          rate provided in such Participant's Subscription Agreement when the
          foregoing limitations no longer restrict the Participant's
          participation in the Plan.

          (d)  Except for a Participant who withdraws the Participant's payroll
     deduction amount from the Plan for an Offering Period as provided in
     Section 2.5, a Participant's election to purchase Shares shall be exercised
     automatically on the Purchase Date corresponding to an Offering Period, and
     the maximum number of Shares offered to each Participant determined in
     accordance with Section 2.3, including fractional shares to the fourth
     decimal place, will be purchased for the Participant at the Purchase Price
     applying the (a) accumulated payroll deductions credited to the
     Participant's Payroll Deduction Account for the Offering Period and (b) the
     Company's contribution of funds equal to fifteen percent (15%) of the
     Purchase Price.  Any cash remaining to the credit of a Participant in the
     Participant's Share Account after the purchase of the maximum number of
     Shares shall be retained in the Participant's Share Account for the
     subsequent Offering Period, subject to earlier withdrawal by the
     Participant as provided in Section 2.5.

          (e)  All withholding taxes payable with respect to the amounts to be
     paid to the Agent pursuant to Section 2.6 shall be deducted from the
     balance of the Participant's gross wages and shall not reduce the amounts
     so to be paid to the Agent.

     2.5  WITHDRAWAL OF PAYROLL DEDUCTIONS; TERMINATION OF EMPLOYMENT.

          (a)  A Participant may withdraw all, but not less than all, of the
     payroll deductions then credited to the Participant's Payroll Deduction
     Account under the Plan at any time by duly filing a properly completed
     Subscription Agreement with the Human Resources department of either the
     Company or the Subsidiary which employs the Participant or with the Agent,
     as directed by the Company; provided that a Participant who is subject to
     the Company's insider trading window may not withdraw the payroll
     deductions credited to such Participant's Payroll Deduction Account under
     the Plan but may discontinue participation in the Plan effective with the
     next Offering Period in accordance with Section 2.4(c)(i); provided further
     that the withdrawal election must be filed with the Company or such
     Subsidiary or the Agent, as directed by the Company, a sufficient period of
     time (as designated by the Company) prior to the Purchase Date in order to
     permit the processing of the withdrawal request prior to the Purchase Date.
     Subject to the foregoing, the Participant's accumulated payroll deductions
     then held will be paid to Participant within fifteen (15) days or as soon
     thereafter as administratively possible following the filing of such
     withdrawal election in accordance with this Section 2.5(a).  The
     Participant's payroll deduction election shall be deemed cancelled fifteen
     (15) days following the filing of such withdrawal election and the
     Participant may not elect to make any further payroll deductions for the
     Offering Period.

          (b)  Upon termination of a Participant's status as an employee of the
     Company or a Subsidiary (as determined in the sole judgment of the Company)
     for any reason, including retirement or death, the Participant will be
     deemed to have elected to withdraw from the Plan and the payroll deductions
     credited to the Participant's Payroll Deduction Account will be returned to
     the Participant or, in the case of a Participant's death, to the
     Participant's designated beneficiary in accordance with Section 2.15, and
     the Participant's outstanding opportunity to purchase Shares shall
     automatically be cancelled.

          (c)  A Participant's withdrawal from the Plan for an Offering Period
     will have no effect upon the Participant's eligibility to participate in
     the Plan for a succeeding Offering Period.

          (d)  Payroll deductions which may be withdrawn by a Participant
     pursuant to this Section 2.5 shall not include any withholding taxes
     deducted from the Participant's wages pursuant to Section 2.4(e) which have
     been paid or will be paid to the appropriate tax authorities for the
     account of Participant.

     2.6  PAYMENTS TO AGENT.  As soon as administratively possible prior to each
Purchase Date, the Company shall notify the Agent in written or electronic form
of the aggregate United States dollar amount withheld for each Participant
during such Offering Period, less any amounts withdrawn by Participants pursuant
to Section 2.5.  Thereafter, as soon as administratively possible the Company
shall notify the Agent of any changes in such information based upon any
additional amounts withdrawn by Participants prior to the Purchase Date pursuant
to Section 2.5. On the Purchase Date or, if permitted by its agreement with the
Agent, on or before the settlement date, the Company shall transfer to the Agent
by wire transfer (a) the aggregate United States dollar amount withheld pursuant
to the Plan for all Participants during such Offering Period, less any amounts
thereof withdrawn by Participants prior to the Purchase Date pursuant to Section
2.5 (the "Aggregate Participant Funds") and (b) as the Company's contribution,
17.65% of the Aggregate Participant Funds (the "Company's Contribution").  The
Company's Contribution of 17.65% of the Aggregate Participant Funds constitutes
15% of the Purchase Price for all Shares to be purchased by the Agent on the
Purchase Date in respect of the then completed Offering Period.

     2.7  PURCHASE AND ALLOCATION OF SHARES.  On the Purchase Date, the Agent
shall apply the funds received (or to be received on the settlement date) from
the Company pursuant to Section 2.6 above to the purchase at prevailing market
prices of the number of Shares which can be purchased with such funds. In order
that all such funds shall be so applied, a fractional share of the Shares shall
be purchased with such funds where necessary, and the Agent shall purchase for
the separate account of the Company and at the Company's cost such fraction of a
Share as shall, when added to the fractional share purchasable with the funds
received from the Company pursuant to Section 2.6 above, make one full Share.
All purchases of Shares as herein provided shall be made in the name of the
Agent or its nominee.  The Shares purchased with the funds received by the Agent
pursuant to Section 2.6 above shall be credited by the Agent pro rata (to the
nearest ten thousandth of a share) to the Share Accounts of the Participants in
accordance with their contributions of the Aggregate Participant Funds used on
such Purchase Date.

     2.8  DIVIDENDS AND DISTRIBUTIONS.  Dividends and other distributions, if
any, by the Company with respect to Shares held by the Agent under the Plan
shall be allocated or otherwise dealt with by the Agent as follows:

          (a)  Cash Dividends. Cash dividends received by the Agent on Shares
     allocated to Participants' Share Accounts shall be used by the Agent to
     acquire additional Shares for such Participants on the Purchase Date which
     next follows the receipt of such cash dividends and such additional Shares
     shall be credited to the Share Accounts of the respective Participants in
     the manner provided in Section 2.7.

          (b)  Stock Dividends and Stock Splits.  Stock dividends and stock
     splits received by the Agent on Shares allocated to Participants' Share
     Accounts shall be credited to such Participants' Share Accounts (to the
     nearest ten thousandth of a Share) in accordance with the Participants'
     interests in such Shares.

          (c)  Stock Rights. If the Company makes available to its stockholders
     generally rights to subscribe to additional Shares or other securities,
     such rights accruing on Shares held by the Agent under the Plan shall be
     sold by the Agent and the net proceeds of such sale applied in the same
     manner as cash dividends received by the Agent on Shares allocated to
     Participants' Share Accounts.

     2.9  ISSUANCE OF STOCK CERTIFICATES; SALES OF SHARES.  Upon the written
request of a Participant, the Agent will cause a stock certificate for some or
all of the full Shares in such Participant's Share Account to be issued and
delivered to such Participant as promptly as practicable.  Shares to be
delivered to a Participant in accordance with the Plan will be registered in the
name of the Participant or jointly (with right of survivorship) in the name of
the Participant and another person, such as the Participant's spouse, whom the
Participant duly designates in the manner required by the Company.  Upon the
issuance of such certificate, such Participant's Share Account will be
appropriately debited.  Upon the written request of a Participant, the Agent
will sell for the account of such Participant any or all of the Shares in such
Participant's Share Account and shall remit the proceeds of such sale, net of
applicable brokerage commissions (if any), to such Participant as promptly as
practicable. If a Participant requests that sale proceeds be remitted to such
Participant in a currency other than United States dollars, then the requested
currency exchange shall be made at the prevailing rate for transactions of the
size involved as defined in the sole discretion of the Agent or its designee for
such purpose, and such Participant will bear all expenses incurred by the Agent
in effecting such currency exchange.

     2.10 STATEMENTS.  The Agent shall send a quarterly statement directly to
each Participant, showing with respect to such Participant acquisitions of
Shares, dividends if any credited to a Participant's Share Account, sales or
distribution of Shares, and any applicable commissions or fees charged to such
Participant during the period covered by such statement.

     2.11 STOCKHOLDER RIGHTS.  A Participant will have the right to vote the
Shares in his or her Share Account in accordance with the Agent's customary
procedures for the voting of shares held in "street name" or other similar types
of accounts. A Participant shall have no rights as a stockholder of the Company
with respect to any Shares held in such Participant's Share Account until a
certificate for such Shares has been issued in the name of such Participant and
reflected in the stockholder records of the Company.

     2.12 EXPENSES.  The Company will bear all of the expenses of administering
the Plan, including but not limited to the Agent's fees and any transfer taxes.
A Participant will, however, bear any expense incurred by the Agent in selling
Shares held for such Participant under the Plan, including but not limited to
applicable brokerage commissions and currency exchange expenses, as well as all
taxes applicable to the purchase, holding or sale of the Shares and all fees
charged by the Agent for causing one or more certificates for Shares to be
issued to the Participant.

     2.13 TERMINATION OF ELIGIBILITY.  If a Participant ceases to be eligible to
participate in the Plan for any reason, including but not limited to the
termination of such Participant's employment by the Company or a Subsidiary,
then the Company promptly shall so notify the Agent. Promptly after its receipt
of such a notification, the Agent shall cause the transfer agent for the Shares
to issue and deliver to such Participant a certificate for the whole Shares then
credited to such Participant's Share Account and shall sell any fraction of a
Share then credited to such Participant's Share Account and remit the net
proceeds of such sale to such Participant.  Alternatively, at the request of
such Participant, the Agent shall sell all of the Shares then credited to such
Participant's Share Account and remit the net proceeds of such sale to such
Participant.  In the event of the death of a Participant, the Agent shall
maintain the deceased Participant's Share Account pending receipt of
instructions as to the disposition of such account from the duly authorized
representative of the deceased Participant's estate.

     2.14 TERMINATION OF PLAN.  If the Company terminates the Plan, the Agent
shall then follow the procedures set forth in Section 2.13 with respect to the
disposition of all Shares then credited to Share Accounts of Participants.

     2.15 DESIGNATION OF BENEFICIARY.  A Participant may file with the Company
or the Subsidiary which employs the Participant, on the form prescribed by the
Company, a written designation of a beneficiary who is to (i) receive any Shares
and/or any cash credited under the Participant's Share Account in the event of
the Participant's death after the Purchase Date pertaining to an Offering Period
but prior to delivery of certificates for Shares and the remaining cash credited
to the Participant's Share Account or (ii) receive any cash from the
Participant's Payroll Deduction Account under the Plan in the event of the
Participant's death during an Offering Period prior to the Purchase Date
pertaining to such Offering Period.  A Participant may change the Participant's
designation of beneficiary at any time by filing with the Company or the
Subsidiary which employs the Participant or with the Agent, as directed by the
Company, a written notice of change of beneficiary on the form prescribed by the
Company for this purpose.  If a Participant dies without a valid beneficiary
designation form in effect, the Company shall deliver such Shares and cash to
the executor or administrator of the estate of the Participant or, if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company in its discretion may deliver such Shares and cash to the spouse or
to any one or more dependents or relatives of the Participant or, if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

                                   ARTICLE III
                                        
                                  MISCELLANEOUS

     3.1  INTERPRETATION. The Executive Committee of the Company or its delegate
shall have the authority to establish rules and regulations for the operation of
the Plan, to interpret the Plan, and to decide any and all questions which may
arise in connection with the Plan. Any delegate of the Executive Committee for
purposes of the Plan shall not make any discretionary decision which pertains
directly to such delegate as a Participant.

     3.2  STATUS OF FUNDS.  All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose and
the Company shall not be obligated to segregate such payroll deductions.  No
interest shall accrue on a Participant's payroll deductions or on a
Participant's Payroll Deduction Account.

     3.3  NONASSIGNABILITY.  No Participant shall have any right to sell,
assign, transfer, pledge or otherwise encumber or convey such Participant's
Payroll Deduction Account or any payroll deductions credited thereto or such
Participant's Share Account or any Shares and/or cash credited thereto, or any
part thereof, nor any right or opportunity to purchase Shares pursuant to the
Plan (other than by will, the laws or descent or distribution or as provided in
Section 2.15).  Any such attempted sale, assignment, transfer, pledge,
encumbrance or conveyance shall have no effect, except that the Company in its
discretion may treat such act as an election to withdraw funds in accordance
with Section 2.5.  During a Participant's lifetime, the right or opportunity to
purchase Shares pursuant to an Offering under the Plan is exercisable only by
the Participant.

     3.4  EMPLOYMENT RIGHTS.  An Eligible Employee's election to participate in
the Plan and the Company's acceptance of such Eligible Employee's enrollment in
the Plan shall not be deemed to constitute a contract of employment between such
Eligible Employee and the Company or any Subsidiary. No provision of the Plan
shall be deemed to give any Participant any right (i) to be retained in the
employ or other service of the Company or any Subsidiary for any specific length
of time, (ii) to interfere with the right of the Company or any Subsidiary to
discipline or discharge the Participant at any time, (iii) to hold any
particular position or responsibility with the Company or any Subsidiary, or
(iv) to receive any particular compensation from the Company or any Subsidiary.

     3.5  WITHHOLDING; PAYROLL TAXES.  To the extent required by applicable laws
and regulations in effect at the time payroll deductions pursuant to the Plan
are made from a Participant's wages, the Company or the Subsidiary by whom such
Participant's wages are paid shall withhold from the remaining portion of such
wages any taxes or other obligations required to be withheld from such wages by
federal, state, local or other laws by reason of such payroll deductions and the
purchase of Shares under the Plan for the benefit of such Participants at a
price less than Fair Market Value.

     3.6  TRANSFER UPON DEATH.  The Share Account of a Participant may be
transferred by will or the laws of descent and distribution upon the death of
such Participant.

     3.7  AMENDMENT. The Board of Directors of the Company may amend the Plan at
any time in whole or in part without terminating the Plan; however, no amendment
of the Plan shall decrease the number of Shares already credited to the Share
Accounts of Participants. If the Board of Directors of the Company changes the
discount from Fair Market Value at which Shares are to be acquired under the
Plan, then the Company shall not implement such change until the then
Participants have been notified of such change and have been given a reasonable
opportunity to cease participation in the Plan.

     3.8  PLAN YEAR.  The plan year shall be the calendar year, except that the
first plan year shall begin on the effective date of the Plan and end on
December 31, 1998.

     3.9  LIMITATION OF RESPONSIBILITY.  Neither the Company, a Subsidiary, nor
the Agent shall have any responsibility or liability, other than liabilities
arising out of the Securities Act, for any act or thing done or left undone,
including without limitation any action taken with respect to the price, time,
quantity, or other conditions and circumstances of the purchase of Shares under
the terms of the Plan.  A determination by the Company as to any question that
may arise regarding the Plan's conduct or operation shall be final.

     3.10 NOTICES.  (a) All notices or other communications by a Participant to
the Company or a Subsidiary under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for receipt thereof.
(b) All notices or other communications by the Company or the Agent to a
Participant under or in connection with the Plan shall be deemed to have been
duly given three (3) days after mailing thereof to the address for such
Participant contained in the Company's or Subsidiary's payroll records.

     3.11 GOVERNING LAW.  The provisions of the Plan shall be governed by and
construed according to the laws of the State of Nebraska.

     3.12 NUMBER AND GENDER. Unless the context otherwise requires, for all
purposes of the Plan, words in the singular include their plural, words in their
plural include their singular, and words of one gender include the other
genders.

     3.13 SUCCESSORS.  The provisions of the plan shall be binding upon and
inure to the benefit of the Company, each Participant, and their respective
heirs, personal representatives, successors, and permitted assigns (if any).

     3.14 SECTION TITLES.  The titles of the various sections of the Plan are
for convenient reference only and shall not be considered in the interpretation
of the Plan.

     3.15 CURRENCY.  References to currency in the Plan shall, as appropriate,
refer to the lawful currency of the United States.  Unless otherwise specified
herein, any conversion from the currency of one country to the other shall
employ the exchange rate in effect at the time such conversion is made, as
determined by the Executive Committee of the Company.

     3.16 EFFECTIVE DATE.  This Plan was originally adopted effective November
18, 1997.  The effective date of this Plan as amended and restated is March 3,
1998.