EXHIBIT 10.4


                           E. W. BLANCH HOLDINGS, INC.
                            1997 STOCK INCENTIVE PLAN


Section 1. Purpose.

                  The purpose of the Plan is to promote the interests of the
Company and its stockholders by aiding the Company in attracting and retaining
key management personnel capable of assuring the future success of the Company,
to offer such personnel incentives to put forth maximum efforts for the success
of the Company's business and to afford such personnel an opportunity to acquire
a proprietary interest in the Company.


Section 2. Definitions.

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

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

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

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

                  (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any regulations promulgated thereunder.

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

                  (f) "Company" shall mean E. W. Blanch Holdings, Inc., a
Delaware corporation, and any successor corporation.

                  (g) "Disability" means the complete and permanent inability by
reason of illness or accident to perform the duties of the occupation at which a
Participant was employed when such disability commenced or, if the Participant
was retired when such

<PAGE>


disability commenced, the inability to engage in any substantial gainful
activity, as determined by the Committee based upon medical evidence acceptable
to it.

                  (h) "Eligible Person" shall mean any officer, consultant or
independent contractor providing services to the Company or any Affiliate who
the Committee determines to be an Eligible Person.

                  (i) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other securities), the
fair market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee. Notwithstanding the
foregoing, unless otherwise determined by the Committee, the Fair Market Value
of Shares on a given date for purposes of the Plan shall be the last reported
sale price for the Shares on that date (or, if there were no such sales on that
date, on the next most recent date on which there were such sales) as reported
on the Composite Tape for the New York Stock Exchange.

                  (j) "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an incentive stock
option within the meaning of Section 422 of the Code or any successor provision.

                  (k) "Option" shall mean a Non-Qualified Stock Option.

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

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

                  (n) "Performance Award" shall mean any right granted under
Section6(d) of the Plan.

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

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

                  (q) "Restricted Stock" shall mean any Share granted under
Section6(c) of the Plan.

                  (r) "Restricted Stock Unit" shall mean any unit granted under
Section6(c) of the Plan evidencing the right to receive a Share (or a cash
payment equal to the Fair Market Value of a Share) at some future date.

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

<PAGE>


                  (t) "Stock Appreciation Right" shall mean any right granted
under Section 6(b) of the Plan.


Section 3. Administration.

                  (a) Power and Authority of the Committee. The Plan shall be
administered by the Committee. Subject to the express provisions of the Plan and
to applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii)determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be
covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) each Award; (iv) determine the terms and
conditions of any Award or Award Agreement; (v)amend the terms and conditions of
any Award or Award Agreement and accelerate the exercisability of Options or the
lapse of restrictions relating to Restricted Stock, Restricted Stock Units or
other Awards; (vi)determine whether, to what extent and under what circumstances
Awards may be exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited or suspended; (vii) determine whether, to what
extent and under what circumstances cash, Shares, other securities, other
Awards, other property and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election of the holder
thereof or the Committee; (viii)interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (ix)
establish, amend, suspend or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (x) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award and any employee of the
Company or any Affiliate.

                  (b) Delegation. The Committee may delegate its powers and
duties under the Plan to one or more officers of the Company or any Affiliate or
a committee of such officers, subject to such terms, conditions and limitations
as the Committee may establish in its sole discretion.

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


Section 4. Shares Available for Awards.

<PAGE>


                  (a) Shares Available. Subject to adjustment as provided in
Section 4(c), the aggregate number of Shares which may be issued under all
Awards under the Plan shall be 1,000,000. Shares to be issued under the Plan
shall be treasury shares. If any Shares covered by an Award or to which an Award
relates are not purchased or are forfeited, or if an Award otherwise terminates
without delivery of any Shares, then the number of Shares counted against the
aggregate number of Shares available under the Plan with respect to such Award,
to the extent of any such forfeiture or termination, shall again be available
for granting Awards under the Plan.

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

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


Section 5. Eligibility.

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


Section 6. Awards.

                  (a) Non-Qualified Stock Options. The Committee is hereby
authorized to grant Non-Qualified Stock Options to Participants with the
following terms and

<PAGE>


conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:

                  (i) Exercise Price. The purchase price per Share purchasable
         under a Non-Qualified Stock Option shall be determined by the
         Committee; provided, however, that such purchase price shall not be
         less than 100% of the Fair Market Value of a Share on the date of grant
         of such Non-Qualified Stock Option.

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

                  (iii) Time and Method of Exercise. The Committee shall
         determine the time or times at which a Non-Qualified Stock Option may
         be exercised in whole or in part and the method or methods by which,
         and the form or forms (including, without limitation, cash, Shares,
         promissory notes, other securities, other Awards or other property, or
         any combination thereof, having a Fair Market Value on the exercise
         date equal to the relevant exercise price) in which, payment of the
         exercise price with respect thereto may be made or deemed to have been
         made.

                  (b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants subject to the
terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to receive
upon exercise thereof the excess of (i) the Fair Market Value of one Share on
the date of exercise (or, if the Committee shall so determine, at any time
during a specified period before or after the date of exercise) over (ii) the
grant price of the Stock Appreciation Right as specified by the Committee, which
price shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right. Subject to the terms of the Plan
and any applicable Award Agreement, the grant price, term, methods of exercise,
dates of exercise, methods of settlement and any other terms and conditions of
any Stock Appreciation Right shall be as determined by the Committee. The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate.

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

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

                  (ii) Stock Certificates. Any Restricted Stock granted under
         the Plan shall be evidenced by issuance of a stock certificate or
         certificates, which certificate or

<PAGE>


         certificates shall be held by the Company. Such certificate or
         certificates shall be registered in the name of the Participant and
         shall bear an appropriate legend referring to the terms, conditions and
         restrictions applicable to such Restricted Stock. In the case of
         Restricted Stock Units, no Shares shall be issued at the time such
         Awards are granted.

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

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

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

<PAGE>


                  (g) General.

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

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

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

                  (iv) Limits on Transfer of Awards. No Award and no right under
         any such Award shall be transferable by a Participant otherwise than by
         will or by the laws of descent and distribution; provided, however,
         that, if so determined by the Committee, a Participant may, in the
         manner established by the Committee, designate a beneficiary or
         beneficiaries to exercise the rights of the Participant and receive any
         property distributable with respect to any Award upon the death of the
         Participant. Each Award or right under any Award shall be exercisable
         during the Participant's lifetime only by the Participant or, if
         permissible under applicable law, by the Participant's guardian or
         legal representative. No Award or right under any such Award may be
         pledged, alienated, attached or otherwise encumbered, and any purported
         pledge, alienation, attachment or encumbrance thereof shall be void and
         unenforceable against the Company or any Affiliate.

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

                  (vi) Restrictions; Securities Exchange Listing. All
         certificates for Shares or other securities delivered under the Plan
         pursuant to any Award or the exercise thereof shall be subject to such
         stop transfer orders and other restrictions as the

<PAGE>


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


Section 7. Amendment and Termination; Adjustments.

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

                  (a) Amendments to the Plan. The Board of Directors of the
Company may amend, alter, suspend, discontinue or terminate the Plan; provided,
however, that, notwithstanding any other provision of the Plan or any Award
Agreement, without the approval of the stockholders of the Company, no such
amendment, alteration, suspension, discontinuation or termination shall be made
that, absent such approval would violate the rules or regulations of the New
York Stock Exchange or any other stock exchange that are applicable to the
Company.

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

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


Section 8. Income Tax Withholding.

                  In order to comply with all applicable federal or state income
tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant. In order to assist
a Participant in paying all or a portion of the federal and state taxes to be
withheld or collected upon exercise or receipt of (or the lapse of restrictions
relating to) an Award, the Committee, in its discretion and subject to such
additional terms and conditions as it may adopt, may permit the Participant to
satisfy such tax obligation by (i)electing to have the Company withhold a
portion of the Shares otherwise to be delivered upon exercise or receipt of (or
the lapse of restrictions relating

<PAGE>


to) such Award with a Fair Market Value equal to the amount of such taxes or
(ii)delivering to the Company Shares other than Shares issuable upon exercise or
receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes. The election, if any, must be
made on or before the date that the amount of tax to be withheld is determined.

Section 9. General Provisions.

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

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

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

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

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

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

                  (g) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the

<PAGE>


extent that any Person acquires a right to receive payments from the Company or
any Affiliate pursuant to an Award, such right shall be no greater than the
right of any unsecured general creditor of the Company or any Affiliate.

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

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


Section 10. Effective Date of the Plan.

                  The Plan shall be effective as of October 23, 1997.


Section 11. Term of the Plan.

                  Unless the Plan shall have been discontinued or terminated as
provided in Section7(a), the Plan shall terminate on October 23, 2007. No Award
shall be granted after the termination of the Plan. However, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may extend beyond the termination of the Plan, and the
authority of the Committee provided for hereunder with respect to the Plan and
any Awards, and the authority of the Board of Directors of the Company to amend
the Plan, shall extend beyond the termination of the Plan.