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EXHIBIT 10.9 Confidential Cenex Harvest States Cooperatives
Share Option Plan (As Amended through
August 31, 1998)




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TABLE OF CONTENTS ARTICLE
    
    PAGEARTICLE I
    
    
    1PurposeARTICLE II
    
    
    1Definitions and ConstructionARTICLE III
    
    
    3Option GrantARTICLE IV
    
    
    7Option ExerciceARTICLE V
    
    
    9Amendement or TerminationARTICLE VI
    
    
    10AdministrationARTICLE VII
    
    
    12Trust ProvisionsARTICLE VIIIMiscellaneous Provisions
    
    
    12




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Cenex Harvest States Cooperatives
Share Option Plan ARTICLE I Purpose 1.1 Purpose.The purpose of the Plan is to provide stock options to
certain key individuals, commensurate with their contributions to the success
of the Employer, in a form that will provide incentives and rewards for
superior performance, and encourage the recipients to continue in the
employment of the Employer. 1.2 Intent.The Plan is intended to be a nonqualified stock option plan
within the meaning of section 83 of the Code. The Plan is not intended to be a
plan covered by the Employee Retirement Income Security Act of 1974, as
amended. ARTICLE II Definitions and Construction As used herein, the following capitalized words and phrases shall have the
respective meanings set forth below: 2.1 Beneficiary meansthe person or persons designated by a Participant,
pursuant to Section 3.7, to exercise an Option after the Participants death. 2.2 Board of Directorsor Board meansthe board of directors of the
Employer. 2.3 Change of Control meansany change in (a) the ownership of the
Employer, (b) the effective control of the Employer, as defined under section
280G of the Code, or (c) the ownership of a substantial portion of the assets
of the Employer, as defined under section 280G of the Code, except as otherwise
provided by written agreement executed by the Employer and a Participant prior
to such Change of Control. 2.4 Codemeans the Internal Revenue Code of 1986, any amendments
thereto, and any regulations or rulings issued thereunder. 2.5 Committeemeans the Cenex Harvest States Share Option Plan Committee
appointed in accordance with Section 6.1. 2.6 Disabilitymeans that the Participant has been determined to be
disabled under the provisions of the Cenex Harvest States Cooperatives Long
Term Disability Plan.




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2.7 Effective Datemeans January 1, 1998. The effective date of any
amendment to this Plan is the date designated in the amendment adopted by the
Board of Directors or its delegated officer of the Employer. 2.8 Employeemeans any individual who is employed by the Employer. 2.9 Employermeans Cenex Harvest States Cooperatives, and any successor
thereto, and any affiliated entity that is related to the Employer pursuant to
the rules under Code sections 414(b), (c), or (d) and the regulations
thereunder, which adopts the Plan as a participating Employer. 2.10 ERISAmeans the Employee Retirement Income Security Act of 1974,
any amendments thereto, and any regulations or rulings issued thereunder. 2.11 Exercise Datemeans, with respect to any Option, the date on which
the Option is exercised by a Participant. 2.12 Exercise Periodmeans the period during which a Participant may
exercise an Option, as determined under Section 4.1. 2.13 Exercise Pricemeans the price to be paid by a Participant to
exercise an Option, as determined under Section 3.3 or under an Option
Agreement signed by the Participant and the Committee. 2.14 Grant Datemeans, with respect to any Option, the date on which the
Option Agreement is executed by the Employer and the Participant. 2.15 Market Pricemeans the closing price of a share of Stock reflected
in the consolidated trading tables of the Wall Street Journal or other
recognized market source, as determined by the Committee, on the applicable
date of reference hereunder, or if there is no sale on such date, then the
closing price on the last previous day on which a sale is reported. In the case
of open-end mutual fund shares, the Market Price means the net asset value per
share as reported by the fund on the applicable date of reference hereunder. 2.16 Optionmeans the right of a Participant, granted by the Employer in
accordance with Section 3.2, to purchase Stock from the Employer at the
Exercise Price. 2.17 Option Agreementmeans an agreement executed by the Employer and a
Participant to whom options have been awarded acknowledging the issuance of the
options and setting forth
any terms pursuant to Section 3.2. 2.18 Participantmeans any individual who meets the eligibility
requirements of Section 3.1, who has received an award of Options in
accordance. with Section 3:2, and whose Options have been completely exercised
or lapsed. After a Participants death, his or her Beneficiary is considered to
be a Participant to the extent necessary to facilitate the exercise of




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any Options that continue to be exercisable under the terms of the Plan. In the
event of a Participants disability or other legal incapacity, the
Participants legal representative is considered to be a Participant to the
extent necessary to facilitate the exercise of any Options that are or become
exercisable under the terms of the Plan. If a Participant has assigned his
Options under Section 3.8 then the Participants assignee is considered a
Participant able to exercise Options under the terms of the Plan. 2.19 Planmeans the Cenex Harvest States Cooperatives Share Option Plan,
as set forth herein and from time to time amended. 2.20 Separation from Servicemeans a directors separation from the
service as a member of the Board of Directors of the Employer (including all
affiliated) by reason of resignation, failure to be renominated, disabled,
death, or other termination. 2.21 Stock meansshares of common or preferred stock of a corporation
listed on a national securities exchange or shares of a regulated investment
company designated by the Committee as subject to purchase through the exercise
of an Option. 2.22 Termination of Employmentmeans an Employees separation from the
service with the Employer (including all affiliates of the Employer) by reason
of resignation, discharge, death, disability, or other termination of
relationship. The Committee may, in its discretion, determine whether any leave
or other absence from service constitutes a Termination of Employment for
purposes of the Plan. 2.23 Trustmeans the trust established pursuant to Article VII to hold
the Stock that is subject to purchase through the exercise of an Option. 2.24 Trust Agreementmeans an agreement setting forth the terms of the
Trust established pursuant to Article VD. 2.25 Trust Fundmeans the Stock subject to an Option that is held in the
Trust. 2.26 Trusteemeans the persons or institution acting as trustee of the
Trust. ARTICLE III Option Grant 3.1 Eligibility.Options may be granted to an Employee selected by the
Committee from the executive officers and other key employees of the Employer who occupy
senior management or professional positions or any member of the Board of
Directors whom the Committee determines to have the capability of making a
substantial contribution to the success of the Employer. In making this
selection and in determining the form and amount of Options, the Committee
shall consider any factors that it deems relevant, including the individuals
functions, responsibilities, value of services to the Employer and past and
potential contributions to the Employers success and growth. Participation
shall commence on the next January 1, April 1,




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July 1, or October 1, following
an individuals selection by the Committee. Participation in the Plan of former
Cenex employees selected by the Committee shall commence on or about October 1,
1998. Participant in the Plan of members of the Board of Directors shall
commence on or about November 1, 1998. 3.2 Grant of Options.Options may be granted by the Committee at any time
on or after the Effective Date and prior to the termination of the Plan. An
option may be granted, at the discretion of the Committee, in the form of an
outright award, in exchange for a specified amount of future compensation,
Board fees, or bonus of the Participant, or in return for the Participants
Agreement to relinquish rights to unfunded, nonqualified deferred compensation
that he or she has accrued but does not have a current right to receive. While
a Participant may agree to exchange all or a portion of any future Board fees,
bonus or incentive compensation payable to him or her for an Option, in the
manner prescribed by the Committee and prior to the fiscal year in which such
compensation is earned, the maximum percentage of future base compensation
which a Participant may exchange for an Option during a calendar year shall not
exceed 30 percent. No Committee member may take part in any way in determining
the amount of any award of Options to himself or herself. (a) Grant Date and Option Agreement.An Option granted in exchange for a
specified amount of future compensation, Board fees, or bonus of the
Participant shall be delivered on or about October 15, 1998, of the first Plan
Year, and thereafter on or about December 31, March 31, June 30, and September
30, to Participants who are employed by the Employer or who are serving as
members of the Board of Directors and shall reflect the specified amount of
future base compensation or Board fees of the Participant exchanged for the
entire preceding calendar quarter. An option granted in exchange for a
specified amount of future bonus or incentive compensation determined with
respect to the preceding fiscal year of the Employer ending August 31 shall be
delivered on the first quarterly grant date following the determination of the
bonus or incentive compensation by the Employer to Participants who are
employed by the Employer. An Option shall become effective upon the execution
by Employer and the Participant of an Option Agreement specifying the Stock,
the number of shares subject to the Option, the Exercise Price, and such other
terms and in such form as the Committee may from time to time determine in
accordance with the Plan. Any terms not specified in the Plan shall be
specified in the Option Agreement. (b) Effect of Termination.In the event that a Participants employment
with the Employer, or service as a member of the Board of Directors, terminates
prior to the grant of his or her Option, an amount of compensation or Board
fees equivalent to the foregone amount of future compensation or Board fees
shall be paid to the Participant by the Employer upon his or her Termination of
Employment or Separation from Service. (c) Minimum Option Grant.The minimum total Market Price of the Stock
underlying an Option Agreement executed during any calendar quarter is $625.00.




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(d) Effect of Dividends and Distributions with Respect to Stock.The
Employer agrees to reinvest all dividends and distributions received with
respect to Stock in additional property of the same kind (or as nearly the same
kind as feasible, if property of the same kind is not available). Any property
acquired through reinvestment will be added to the Stock by rounding to the
nearest one thousandth of a share and will be subject to the applicable Option,
without any adjustment to the Exercise Price. 3.3 Exercise Price.The Exercise Price shall be initially determined by
the Committee and shall be noted on the individual Option Agreement signed by
the eligible Participant and the Committee. The Committee has determined that
the initial Exercise Price shall equal 25 percent of the Market Price of the
Stock on the Grant Date. The Exercise Price shall subsequently be adjusted as
otherwise provided in the Option Agreement or for the following events: In the event of a stock dividend, stock split, reverse stock split, rights
offering, return of capital distribution, recapitalization or similar
transaction that materially affects the Market Price of the Stock, the
Committee shall adjust the Exercise Price so that it retains the same ratio to
the Market Price of the Stock as existed immediately before such transactions,
or as otherwise provided in the Option Agreement 3.4 Conditions of Grant.As a condition to the grant of a Stock Option,
the Committee may, in its discretion, require a Participant to enter into an
agreement on or before the Grant Date to remain in the employ of the Employer
or in service as a member of the Board of Directors for a designated period of
time after the Grant Date of an Option. 3.5 Stock to be Held in Trust.Upon the grant of an Option, the Employer,
in accordance with the Trust Agreement, shall instruct the Trustee to purchase
a portion of the Stock underlying each Option Agreement as of the date of the
Option Agreement. The Employer shall transfer to the Trustee an amount of funds
equal to at least the Market Price of the Stock less the initial Exercise
Price. Such funds shall be applied by the Trustee for the purpose of payment
for such underlying securities. In addition, if on the date the Committee
grants the Option, the principal of the Trust, and any earnings thereon, are
not sufficient to purchase such underlying securities, the Employer shall
transfer to the Trustee an amount of funds sufficient to purchase such Stock. The Trustee shall establish a separate account for each Option Agreement
in which the Trustee shall hold funds to purchase securities, as well as
securities already purchased, underlying the Option Agreement. The Trustee
shall hold the securities in its own name until the Plan Participant exercises
the Option to purchase securities. The Stock shall not be subject to any security interest, whether or not
perfected, or to any option or contract under which any other person may
acquire any interest in it, except as otherwise provided in the Trust
Agreement.




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3.6 Substitution of Assets Held in Trust.The Committee may, in its
discretion, after consultation with the Participant, substitute Stock of equal
Market Price for any Stock subject to purchase through the exercise of an
Option. When such substitution occurs, both parties are required to terminate
the Option Agreement and to adopt a new Option Agreement which awards Options
of equal Market Price on the new Stock. Such change in Option property shall be
considered the grant of a new Option and the terms of the Plan, including Articles ill and IV, shall apply to the grant
of the new Option except that the Exercise Period under the new Option
Agreement shall not exceed the Exercise Period under the original Option
Agreement. In the event that the listing, registration or qualification of the Option
or the Stock on any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, or the
availability of any exemption therefrom, is necessary as a condition of, or in
connection with, the exercise of the Option, then the Option shall not be
exercised in whole or in part until such listing, registration, qualification,
consent or approval has been affected or obtained. 3.7 Designation of Beneficiary. As soon as practicable after the grant of
an Option, the Participant shall designate one or more Beneficiaries and
successor Beneficiaries, and may
change them at any time, by filling the prescribed form with the Committee. The
consent of the Participants current beneficiary shall not be required for a
change of beneficiary. No beneficiary shall have any rights under the Plan or
an Option Agreement during the lifetime of the Participant. (a) The Beneficiary of a Participant who dies without having designated a
Beneficiary in accordance with this Section 3.7 and who is lawfully married on
the date of death shall be the Participants surviving spouse. (b) The Beneficiary ofany other Participant who dies without having
designated a Beneficiary in accordance with this Section 3.7 shall be the
Participants estate. 3.8 General Non-Transferability.No Option granted under this Plan may be
transferred, assigned, or alienated (whether by operation of law or otherwise),
except as provided herein, and no Option shall be subject to execution,
attachment or similar process. An Option may be exercised only by the
Participant (or the Participants Beneficiary pursuant to Section 3.7). 3.9 Permitted Transfers.Notwithstanding the provisions of Section 3.8, a
Participant may at any time prior to death, assign all or any portion of an
Option to: (a) the Participants spouse or lineal descendants, (b) the trustee of a trust for the primary benefit of the Participants spouse
or lineal descendants, or (c) a partnership of which the participants spouse and lineal descendants are
the only partners.




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(The forgoing shall be referred to collectively as Permitted Transferee) Any such assignment shall be permitted only if an assignment is expressly
permitted in the Option Agreement, or approved in writing by the Committee, and
the Participant receives no consideration for the assignment. Any such
assignment shall be evidenced by an appropriate written document executed by
the Participant, and delivered to the Committee on or before the effective date
of the assignment. In the event of such assignment, the Permitted Transferee
shall be entitled to all of the rights of the Participant with respect to the
assigned portion of the Option, including, but not limited to the right to
exercise the Option and such portion of the Option, shall continue to be
subject to all of the terms, conditions and restrictions applicable to the
Option, as set forth in the Plan and the Option Agreement. ARTICLE IV Option Exercise 4.1 Exercise Period.A Participant (or the Participants Beneficiary
pursuant to Section 3.7 or Permitted Transferee pursuant to Section 3.9) may
exercise the adjusted portion of an Option as determined under Section 4.2 at any time during the period beginning six
months after the Grant Date and ending on the earliest of the following: (a) 90 days after the Participants Termination of Employment, or Separation
from Service if such Participant is terminated involuntarily for cause, as
determined by the Committee based upon the records of the Employer; (b) 120 months after the Participants Termination of Employment, or Separation
from Service if such Participants employment terminates for any other reason
not set forth in Paragraph (a); or (c) 20 years after the Grant Date. If a Participant or his Beneficiary fails to exercise an Option within the
Exercise Period then the Stock becomes the permanent property of the Employer
with the Participant or his Beneficiary or assignee losing any right to any
Option or Stock that was not exercised within the eligible Exercise Period
pursuant to Section 4.1. Notwithstanding the foregoing, at no time shall the
Exercise Period be less than six months from the Grant Date. 4.2 Exercise of Adjusted Portion of Option.A Participant (or the
Participants Beneficiary pursuant to Section 3.7 or Permitted Transferee
pursuant to Section 3.9) may exercise 100 percent of his or her Option granted
in exchange for a specified amount of future base compensation, Board fees, or
bonus of a Participant, provided the Option is held for at least six months. If
the Participant has been granted an Option in the form of an outright award or
in exchange for the surrender of a deferred compensation account with the
Employer, he or she may exercise the Adjusted Portion of the Option which has
been granted to him or her. For purposes of this Plan, Adjusted Portion shall
be defined in the Participants Option Agreement.




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The Participant shall exercise the Adjusted Portion of the Option by
giving written notice to the Committee and tendering full payment of the
Exercise Price by bank-certified or cashiers check on or before the date of
exercise. That percentage of a Participants Option which is not an Adjusted
Portion of an Option shall be forfeited by the Participant upon Termination of
Employment unless otherwise provided in the Option Agreement. The minimum
portion of an Option allowed to be exercised at anyone time is the number of
shares of Stock for which the Market Price of such Stock totals $5,000. In the event that the listing, registration or qualification of the Option
or the Stock on any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, or the
availability of any exemption therefrom, is necessary as a condition of, or in
connection with, the exercise of the Option, then the Option shall not be
exercised in whole or in part until such listing, registration, qualification,
consent, approval, or exemption has been affected, obtained, or established to
the satisfaction of the Committee. 4.3 Delivery of Stock. On the date of exercise, or as soon as practicable
thereafter (but in no event later than fifteen business days after the Exercise
Date), the Employer shall deliver or cause to be delivered the Stock then being
purchased to the Participant (or the Participants Beneficiary pursuant to
Section 3.7 or Permitted Transferee pursuant to Section 3.9). 4.4 Tax Withholding. Whenever Stock is to be delivered upon exercise of an
Option under the Plan, the Employer shall require as a condition of such
delivery: (a) the cash payment by the Participant of an amount sufficient to satisfy
all federal, state and local tax withholding requirements related thereto, (b) the withholding of such amount from any Stock to be delivered to the
Participant, or (c) a combination of the foregoing, at the election of the Participant
with the consent of the Employer. Such election shall be made before the date
on which the amount of tax to be withheld is determined by the Employer, and
such election shall be irrevocable. 4.5 Additional Withholding. With the consent of the Employer, the
Participant may elect a greater amount of withholding, not to exceed the estimated amount of
the Participants total tax liability with respect to the delivery of Stock
under the Plan. Such election shall be made at the same time and in the same
manner as provided under Section 4.4. 4.6 Failure to Exercise.No Option shall be exercised, in whole or in
part, after the end of the Exercise Period, and the Employer shall have no
obligation to deliver or cause to be delivered to the Participant (or the
Participants Beneficiary) the Stock subject to such Option.




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ARTICLE V Amendment or Termination 5.1 Plan Amendment.The Board may, from time to time in its discretion,
amend any provision of the Plan, in whole or in part, with respect to any Participant or
group of Participants. Such amendment shall be effective as of the date
specified therein and shall be binding upon the Committee, all Participants and
Beneficiaries, and all other persons claiming an interest under the Plan. 5.2 Plan Termination.The Plan shall terminate on the twentieth
anniversary of the Effective Date or such earlier date as the Board may
determine in its discretion. Such termination shall be effective as of the date
determined by the Board and shall be binding upon the Committee, all
Participants and Beneficiaries, and all other persons claiming an interest
under the Plan. Options shall continue to be exercisable after the effective
date of such termination, and may be exercised in accordance with Article IV,
but no new Options shall be granted. However, in the event of a termination of
the Plan in connection with compliance with or any addition or change in the
Code or ERISA, federal or state securities laws, or any other law or
regulation, all Options shall be required to be exercised immediately. 5.3 Amendment of Option.An Option Agreement may be amended by the
Committee at any time if the Committee determines that an amendment is
necessary or advisable in connection with (a) compliance with or any addition to or change in the Code or ERISA,
federal or state securities laws, or any other law or regulation, (b) any substitution of Stock held in Trust pursuant to Section 3.6, (c) any Plan amendment pursuant to Section 5.1, or Plan termination
pursuant to Section 5.2, provided that the amendment does not materially and
adversely affect the terms, conditions and restrictions applicable to the
Option, or (d) any circumstances not specified in Paragraphs (a), (b), or (c), with
the consent of the Participant. 5.4 Change of Control.Notwithstanding any other provision of the Plan or
an Option Agreement, in the event of a Change of Control: (a) the Participant shall not be required to remain in the employ of the
Employer for at least six months after the Grant Date of an Option under
Section 3.4, (b) the Exercise Period under Section 4.1(b) shall not end prior to six
months after such Change of Control, (c) an Option Agreement shall not be amended by the Committee under
Section 5.3 for any reason other than pursuant to subparagraph (a) thereof
without the consent of the Participant, and




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(d) an Option Agreement may be terminated by the Committee on any date
after a Change of Control, in its sole discretion and without the consent of
the Participant, if the Committee makes a cash payment to the Participant on
such date in an amount equal to the Market Price of the Stock underlying such
Option Agreement reduced by the Exercise Price, multiplied by the number of
shares underlying such Option Agreement, and further reduced by all applicable
tax withholding required by Section 4.4. ARTICLE VI Administration 6.1 The Committee. The Plan shall be administered by a Committee
consisting of one or more persons appointed by the Board of Directors. The
Committee shall act by a majority of its members at the time in office and may
take action either by vote at a meeting or by consent in writing without a
meeting. (a) The Board may remove any member of the Committee at any time, with or
without cause, and may fill any vacancy. If a vacancy occurs, the remaining
member or members of the Committee shall have full authority to act. (b) Any member of the Committee may resign by written resignation
delivered to the Board. Any such resignation shall become effective upon its
receipt by the Board or on such other date as agreed to by the Board and the
resigning member. 6.2 Powers of the Committee.In carrying out its duties with respect to
the general administration of the Plan, the Committee shall have, in addition
to any other powers conferred by the Plan or by law, the following powers: (a) to determine eligibility to participate in the Plan and
eligibility to receive Options; (b) to grant Options, and to determine the form, amount and timing
of such Options; (c) to determine the terms and provisions of the Option Agreements,
and to modify such Option Agreements as provided in Section 5.3; (d) to substitute stock held in Trust as provided in Section 3.6, (e) to maintain all records necessary for the administration of the Plan; (f) to prescribe, amend, and rescind rules for the administration of the
Plan to the
extent not inconsistent with the terms thereof; (g) to appoint such individuals and subcommittees as it deems desirable
for the conduct of its affairs and the administration of the Plan;




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(h) to employ counsel, accountants and other consultants to aid in
exercising its powers and carrying out its duties under the Plan; (i) to direct the trustee on the investment of trust funds; and (j) to perform any other acts necessary and proper for the conduct of its
affairs and the administration of the Plan, except those reserved by the Board. 6.3 Determinations by the Committee.The Committee shall interpret and
construe the Plan and the Option Agreements, and its interpretations and
determinations shall be conclusive and binding on all Participants,
Beneficiaries and any other persons claiming an interest under the Plan or any
Option Agreement. The Committees interpretations and determinations under the
Plan and the Option Agreements need not be uniform and may be made by it
selectively among Participants, Beneficiaries and any other persons whether or
not they are similarly situated. The failure of the Committee to strictly
enforce the terms and conditions of the Plan or the Option Agreement shall not
constitute a waiver of any provision of the Plan or the Option Agreement. No
Participant may rely on any act or statement of the Committee or anyone charged
with the administration of the Plan which is inconsistent with any of the terms
and conditions of the Plan or the Option Agreement. 6.4 Indemnification of the Committee.The Employer shall indemnify and
hold harmless each member of the Committee against any and all expenses and
liabilities arising out of such members action or failure to act in such
capacity, excepting only expenses and liabilities arising out of such members
own willful misconduct or gross negligence. (a) Expenses and liabilities against which a member of the Committee is
Indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees and related charges reasonably
incurred in connection with a claim asserted or a proceeding brought against
him or the settlement thereof, provided that the Employer shall not be liable
for any settlement to which it does not consent but such consent shall not be
unreasonably withheld. (b) This right of indemnification shall be in addition to any other rights
to which any member of the Committee may be entitled. (c) The Employer may, at its own expense, settle any claim asserted or
proceeding brought against any member of the Committee when such settlement
appears to be in the best interests of the Employer, provided that such
settlement includes a complete release from liability of such member and is
otherwise reasonably acceptable to such member. The provisions of this Section 6.4 are for the benefit of each member of the
Committee, his or her heirs, successors and assigns and as to each such member shall survive the
termination of his service as such. Any amendment of this Section 6.4 shall not
materially impair the rights of members and former members of the Committee
thereunder as to any period prior to such amendment.




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6.5 Expenses of the Committee.The members of the Committee shall serve
without compensation for services as such. All reasonable expenses of the
Committee shall be paid by the Employer. ARTICLE VII Trust Provisions 7.1 Establishment of the Trust.The Trust shall be established to hold all
Stock contributed by the Employer pursuant to Section 3.5 as well as any stock
acquired with those funds. Except as otherwise provided in the Trust Agreement,
the Trust shall be irrevocable and no portion of the Trust Fund shall be used
for any purpose other than the delivery of Stock pursuant to the exercise of an
Option, and the payment of expenses of the Plan and Trust. 7.2 Trust Status.The Trust is intended to be a grantor trust, within the
meaning of Section 671 of the Code, of which the Employer is the grantor, and this Plan is
to be construed in accordance with that intention. Notwithstanding any other
provision of this Plan, the Trust Fund shall remain the property of the Employer and shall be subject to the claims of its
creditors in the event of its bankruptcy or insolvency. No Participant shall
have any priority claim on the Trust Fund or any security interest or other
right superior to the rights of a general creditor of the Employer. ARTICLE VIII Miscellaneous Provisions 8.1 Headings.The headings of articles, sections and paragraphs are solely
for convenience of reference. If there is any conflict between such headings
and the text of this Plan, the text shall control. 8.2 Gender. Unless the context clearly requires a different meaning, all
pronouns shall refer indifferently to persons of any gender. 8.3 Singular and Plural. Unless the context clearly requires a different
meaning, singular terms shall also include the plural and vice versa. 8.4 Governing Law.Except to the extent preempted by federal law, the
construction and operation of the Plan shall be governed by the laws of the
State of Minnesota without regard to the choice of law principles of such
state. 8.5 Severability.If any provision of this Plan is held illegal or invalid
by any court or governmental authority for any reason, the remaining provisions
shall remain in full force and effect and shall be construed and enforced in
accordance with the purposes of the Plan as if the illegal or invalid provision
did not exist.




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8.6 No Obligation to Exercise.The granting of an Option shall impose no
obligation upon a Participant to exercise such Option. 8.7 No Rights of Shareholder.Neither the Participant, nor a Beneficiary
shall be, or shall have any of the rights and privileges of, a stockholder with
respect to any Stock purchasable or issuable upon the exercise of an Option,
prior to the date of exercise of such Option. 8.8 No Right to Continued Employment.Nothing contained in the Plan shall
be deemed to give any person the right to be retained in the employ of the
Employer, or in service as members of the Board of Directors, or to interfere
with the right of the Employer to discharge any person at any time without
regard to the effect that such discharge shall have upon such persons rights
or potential rights, if any, under the Plan. The provisions of the Plan are in
addition to, and not a limitation on, any rights that a Participant may have
against the Employer by reason of any employment or other agreement with the
Employer. 8.9 Notices.Unless otherwise specified in an Option Agreement, any notice
to be provided under the Plan to the Committee shall be mailed (by certified
mail, postage prepaid) or delivered to the Committee in care of the Employer at
its executive offices, and any notice to the Participant shall be mailed (by
certified mail, postage prepaid) or delivered to the Participant at the current
address shown on the payroll records of the Employer. No notice shall be
binding on the Committee until received by the Committee.