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                                                                     EXHIBIT 4.5






                               PEPSIAMERICAS, INC.

                             1999 STOCK OPTION PLAN






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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                               PAGE
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<S>                                                                                                            <C>
SECTION 1 - GENERAL...............................................................................................1
         1.1      Purpose.........................................................................................1
         1.2      Participation...................................................................................1
         1.3      Operation, Administration, and Definitions......................................................1

SECTION 2 - OPTIONS...............................................................................................1
         2.1      Definitions.....................................................................................1
         2.2      Exercise Price..................................................................................2
         2.3      Exercise........................................................................................2
         2.4      Payment of Option Exercise Price................................................................2
         2.5      Settlement of Award.............................................................................2
         2.6      Automatic Option Grants to Outside Directors....................................................3

SECTION 3 - OPERATION AND ADMINISTRATION..........................................................................3
         3.1      Effective Date..................................................................................3
         3.2      Shares Subject to Plan..........................................................................3
         3.3      General Restrictions............................................................................4
         3.4      Tax Withholding.................................................................................4
         3.5      Use of Shares...................................................................................5
         3.6      Dividends and Dividend Equivalents..............................................................5
         3.7      Payments........................................................................................5
         3.8      Transferability.................................................................................5
         3.9      Form and Time of Elections......................................................................5
         3.10     Agreement With Company..........................................................................5
         3.11     Action by Company or Subsidiary.................................................................6
         3.12     Gender and Number...............................................................................6
         3.13     Limitation of Implied Rights....................................................................6
         3.14     Evidence........................................................................................6

SECTION 4 - CHANGE IN CONTROL.....................................................................................6

SECTION 5 - COMMITTEE.............................................................................................7
         5.1      Administration..................................................................................7
         5.2      Powers of Committee.............................................................................7
         5.3      Delegation by Committee.........................................................................8
         5.4      Information to be Furnished to Committee........................................................8

SECTION 6 - AMENDMENT AND TERMINATION.............................................................................8

SECTION 7 - DEFINED TERMS.........................................................................................8
</TABLE>



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                               PEPSIAMERICAS, INC.

                                STOCK OPTION PLAN

                                    SECTION 1

                                     GENERAL

         1.1 Purpose. The PepsiAmericas, Inc. 1999 Stock Option Plan (the
"Plan") has been established by PepsiAmericas, Inc. (the "Company") to (i)
attract and retain persons eligible to participate in the Plan; (ii) motivate
Participants, by means of appropriate incentives, to achieve long-range goals;
(iii) provide incentive compensation opportunities that are competitive with
those of other similar companies; and (iv) further identify Participants'
interests with those of the Company's other shareholders through compensation
that is based on the Company's common stock; and thereby promote the long-term
financial interest of the Company and the Subsidiaries, including the growth in
value of the Company's equity and enhancement of long-term shareholder return.

         1.2 Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Individuals those persons who will be granted one or more Awards under
the Plan, and thereby become "Participants" in the Plan. In the discretion of
the Committee, a Participant may be granted any Award permitted under the
provisions of the Plan, and more than one Award may be granted to a Participant.
Awards may be granted as alternatives to or replacement of awards outstanding
under the Plan, or any other plan or arrangement of the Company or a Subsidiary
(including a plan or arrangement of a business or entity, all or a portion of
which is acquired by the Company or a Subsidiary).

         1.3 Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 3 (relating to operation and
administration). Capitalized terms in the plan shall be defined as set forth in
the Plan (including the definition provisions of Section 7 of the Plan).


                                    SECTION 2

                                     OPTIONS

         2.1 Definitions.

         (a)      The grant of an "Option" entitles the Participant to purchase
                  shares of Stock at an Exercise Price established by the
                  Committee. Options granted under this Section 2 may be either
                  Incentive Stock Options ("ISOs") or Non-Qualified Options
                  ("NQOs"), as determined in the discretion of the Committee.



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         (b)      An "ISO" is an Option that is intended to satisfy the
                  requirements applicable to an ""incentive stock option"
                  described in section 422(b) of the Code. ISO grants may be
                  awarded only to Eligible Employees.

         (c)      An "NQO" is an Option that is not intended to be an "incentive
                  stock option" as that term is described in section 422(b) of
                  the Code. NQO grants may be awarded to any Eligible
                  Individual.

         2.2 Exercise Price. The "Exercise Price" of each Option granted under
this Section 2 shall be established by the Committee or shall be determined by a
method established by the Committee at the time the Option is granted; except
that the Exercise Price of an ISO shall not be less than 100% of the Fair Market
Value of a share of Stock on the date of grant. Notwithstanding the foregoing,
any ISO granted to any 10% or more shareholder of the Company must be at an
option price of at least 110% of the Fair Market Value of the Stock subject to
the Option.

         2.3 Exercise. An Option shall be exercisable in accordance with such
terms and conditions and during such periods as may be established by the
Committee.

         2.4 Payment of Option Exercise Price. The payment of the Exercise Price
of an Option granted under this Section 2 shall be subject to the following:

         (a)      Subject to the following provisions of this subsection 2.4,
                  the full Exercise Price for shares of Stock purchased upon the
                  exercise of any Option shall be paid at the time of such
                  exercise (except that, in the case of an exercise arrangement
                  approved by the Committee and described in paragraph 2.4(c),
                  payment may be made as soon as practicable after the
                  exercise).

         (b)      The Exercise Price shall be payable in cash, cashier's check
                  or by tendering, by either actual delivery of shares or by
                  attestation, shares of Stock acceptable to the Committee, and
                  valued at Fair Market Value as of the day of exercise, or such
                  other consideration, including a combination of payment
                  methods. Any other method of payment which the Board or the
                  Committee deems appropriate on the date of such exercise may
                  also be used.

         (c)      A Participant may elect to pay the Exercise Price upon the
                  exercise of an Option by irrevocably authorizing a third party
                  to sell shares of Stock (or a sufficient portion of the
                  shares) acquired upon exercise of the Option and remit to the
                  Company a sufficient portion of the sale proceeds to pay the
                  entire Exercise Price and any tax withholding resulting from
                  such exercise.

         2.5 Settlement of Award. Shares of Stock delivered pursuant to the
exercise of an option shall be subject to such conditions, restrictions and
contingencies as the Committee may establish in the applicable Award Agreement.
The Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise
of an Option as the Committee determines to be desirable.



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         2.6 Automatic Option Grants to Outside Directors. Upon the conclusion
of each regular annual meeting of the Company's shareholders held after the
Effective Date, each director serving on the Board who is not an Eligible
Employee, and excluding directors who serve on the Board as representatives of
PepsiCo or Pohlad Companies, shall receive an NQO covering 1,000 shares of
stock. Such NQO grants are immediately vested and fully exercisable. The
exercise price shall be the Fair Market Value on the date of issuance. Options
to outside directors under this Section 2.6 shall terminate on the earliest of
(a) the 10th anniversary of the date of grant, (b) the date three months after
the termination of such director's service for any reason other than death or
disability or (c) the date one year after the termination of such director's
service because of death or total and permanent disability.


                                    SECTION 3

                          OPERATION AND ADMINISTRATION

         3.1 Effective Date. Subject to the approval of the shareholders of the
Company, the Plan shall be effective as of September 3, 1999 (the "Effective
Date"); provided, however, that to the extent that Awards are granted under the
Plan prior to its approval by shareholders, the Awards shall be contingent on
approval of the Plan by the shareholders of the Company. The Plan shall be
unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding; provided, however, that,
to the extent required by the Code, no ISO may be granted under the Plan on a
date that is more than ten years from the date the Plan is adopted or, if
earlier, the date the Plan is approved by shareholders and, further, no ISO may
be exercised after the expiration of ten years from the date the Award is
granted, or, in the case of options granted to 10% or greater shareholders of
the Company, after the expiration of five years from the date the option is
granted.

         3.2 Shares Subject to Plan. The shares of Stock for which Awards may be
granted under the Plan shall be subject to the following:

         (a)      Subject to the following provisions of this subsection 3.2,
                  the maximum number of shares of Stock that may be delivered to
                  participants and their beneficiaries under the Plan shall be
                  equal to 4,000,000 shares of Stock.

         (b)      To the extent any shares of Stock covered by an Award are not
                  delivered to a Participant or beneficiary because the Award is
                  forfeited or canceled, or the shares of Stock are not
                  delivered because the Award is settled in cash or used to
                  satisfy the applicable tax withholding obligation, such shares
                  shall not be deemed to have been delivered for purposes of
                  determining the maximum number of shares of Stock available
                  for delivery under the Plan.

         (c)      If the exercise price of any stock option granted under the
                  Plan is satisfied by tendering shares of Stock to the Company
                  (by either actual delivery or by attestation), only the number
                  of shares of Stock issued net of the shares of Stock tendered
                  shall be deemed delivered for purposes of determining the
                  maximum number of shares of Stock available for delivery under
                  the Plan.



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         (d)      Options granted hereunder shall be treated as ISOs under Code
                  Section 422 only to the extent that the aggregate fair market
                  value (determined at the time of grant) of Shares exercisable
                  for the first time by the Participant during any calendar
                  year, in combination with shares first exercisable under all
                  other plans of the Company and its Subsidiaries or affiliates,
                  does not exceed $100,000, with any options or portions of
                  options in excess of such limit (according to the order in
                  which they were granted) being treated as NQOs.

         (e)      In the event of a corporate transaction involving the Company
                  (including, without limitation, any stock dividend, stock
                  split, extraordinary cash dividend, recapitalization,
                  reorganization, merger, consolidation, split-up, spin-off,
                  combination of exchange of shares), the Committee shall adjust
                  Awards to preserve the benefits or potential benefits of the
                  Awards and to prevent dilution and maintain the proportion and
                  cost of the Stock subject to the Option Awards. Action by the
                  Committee may include: (i) adjustment of the number and kind
                  of shares which may be delivered under the Plan; (ii)
                  adjustment of the number and kind of shares subject to
                  outstanding Awards; (iii) adjustment of the Exercise Price of
                  outstanding Options; and (iv) any other adjustments that the
                  Committee determines to be equitable.

         (f)      The maximum number of shares of stock subject to Options
                  granted to an Eligible Employee hereunder in any calendar year
                  shall be limited to 250,000, except that this limit shall not
                  apply to an Eligible Employee in the fiscal year of the
                  Company in which his or her service as an employee first
                  commences.

         3.3 General Restrictions. Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:

         (a)      Notwithstanding any other provision of the Plan, the Company
                  shall have no liability to deliver any shares of Stock under
                  the Plan or make any other distribution of benefits under the
                  Plan unless such delivery or distribution would comply with
                  all applicable laws (including, without limitation, the
                  requirements of the Securities Act of 1933), and the
                  applicable requirements of any securities exchange or similar
                  entity.

         (b)      To the extent that the Plan provides for issuance of stock
                  certificates to reflect the issuance of shares of Stock, the
                  issuance may be effected on a non-certificated basis, to the
                  extent not prohibited by applicable law or the applicable
                  rules of any stock exchange.

         3.4 Tax Withholding. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant



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already owns, or through the surrender of shares of Stock to which the
Participant is otherwise entitled under the Plan.

         3.5 Use of Shares. Subject to the overall limitation on the number of
shares of Stock that may be delivered under the Plan, the Committee may use
available shares of Stock as the form of payment for compensation, grants or
rights earned or due under any other compensation plans or arrangements of the
Company or a Subsidiary, including the plans and arrangements of the Company or
a Subsidiary assumed in business combinations.

         3.6 Dividends and Dividend Equivalents. An Award may provide the
Participant with the right to receive dividend payments or dividend equivalent
payments with respect to Stock subject to the Award (both before and after the
Stock subject to the Award is earned, vested, or acquired), which payments may
be either made currently or credited to an account for the Participant, and may
be settled in cash or Stock as determined by the Committee. Any such
settlements, and any such crediting of dividends or dividend equivalents or
reinvestment in shares of Stock, may be subject to such conditions, restrictions
and contingencies as the Committee shall establish, including the reinvestment
of such credited amounts in Stock equivalents.

         3.7 Payments. Awards may be settled in any of the methods described in
Section 2.4. Any Award settlement, including payment deferrals, may be subject
to such conditions, restrictions and contingencies as the Committee shall
determine. The Committee may permit or require the deferral of any Award
payment, subject to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest, or dividend
equivalents, including converting such credits into deferred Stock equivalents.
Each Subsidiary shall be liable for payment of cash due under the Plan with
respect to any Participant to the extent that such benefits are attributable to
the services rendered for that Subsidiary by the Participant. Any disputes
relating to liability of a Subsidiary for cash payments shall be resolved by the
Committee.

         3.8 Transferability. Except as otherwise provided by the Committee,
Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.

         3.9 Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

         3.10 Agreement With Company. An Award under the Plan shall be subject
to such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in such form of written document as is
determined by the Committee. A copy of such document shall be provided to the
Participant. The Participant shall sign a copy of such document, which shall be
referred to in the Plan as an "Award Agreement".



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         3.11 Action by Company or Subsidiary. Any action required or permitted
to be taken by the Company or any Subsidiary shall be by resolution of its
Board, or by action of one or more members of the Board (including a committee
of the Board) who are duly authorized to act for the Board, or (except to the
extent prohibited by applicable law or applicable rules of any stock exchange)
by a duly authorized officer of such company.

         3.12 Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.

         3.13 Limitation of Implied Rights.

         (a)      Neither a Participant nor any other person shall, by reason of
                  participation in the Plan, acquire any right in or title to
                  any assets, funds or property of the Company or any Subsidiary
                  whatsoever, including, without limitation, any specific funds,
                  assets, or other property which the Company or any Subsidiary,
                  in its sole discretion, may set aside in anticipation of a
                  liability under the Plan. A Participant shall have only a
                  contractual right to the Stock or amounts, if any, payable
                  under the Plan, unsecured by any assets of the Company or any
                  Subsidiary, and nothing contained in the Plan shall constitute
                  a guarantee that the assets of the Company or any Subsidiary
                  shall be sufficient to pay any benefits to any person.

         (b)      The Plan does not constitute a contract of employment, and
                  selection as a Participant will not give any participating
                  employee the right to be retained in the employ of the Company
                  or any Subsidiary, nor any right or claim to any benefit under
                  the Plan, unless such right or claim has specifically accrued
                  under the terms of the Plan. Except as otherwise provided in
                  the Plan, no Award under the Plan shall confer upon the holder
                  thereof any rights as a shareholder of the Company prior to
                  the date on which the individual fulfills all conditions for
                  receipt of such rights.

         3.14 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.


                                    SECTION 4

                                CHANGE IN CONTROL

         Subject to the provisions of paragraph 3.2(e) (relating to the
adjustment of shares), and except as otherwise provided in the Plan or the Award
Agreement reflecting the applicable Award, upon the occurrence of a Change in
Control, outstanding Options shall become fully vested and exercisable as to all
of the stock subject to such Options unless such Options are assumed by the
surviving corporation or its parent or the surviving corporation or its parent
substitutes Options with substantially the same terms for such Options. The
Committee shall



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have the right to cancel Options in the event of a Change in Control, provided
that in exchange for such cancellation the Participant shall receive a cash
payment equal to the Change in Control consideration less the exercise price of
the Option.


                                    SECTION 5

                                    COMMITTEE

         5.1 Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
which shall be selected by the Board. The Committee shall consist exclusively of
two or more directors of the Company. The composition of the Committee shall
meet the following:

         (a)      Such requirements as the Securities and Exchange Commission
                  may establish for administrators acting under plans intended
                  to qualify for exemption under Rule 1 6b-3 (or its successor)
                  under the Exchange Act; and

         (b)      Such requirements as the Internal Revenue Service may
                  establish for outside directors acting under plans intended to
                  qualify for exemption under Section 162(m) (4) (C) of the
                  Code.

         5.2 Powers of Committee. The Committee's administration of the Plan
shall be subject to the following:

         (a)      Subject to the provisions of the Plan, the Committee will have
                  the authority and discretion to select from among the Eligible
                  Individuals those persons who shall receive Awards, to
                  determine the time or times of receipt, to determine the types
                  of Awards and the number of shares covered by the Awards, to
                  establish the terms, conditions, performance criteria,
                  restrictions, and other provisions of such Awards, and
                  (subject to the restrictions imposed by Section 6) to cancel
                  or suspend Awards.

         (b)      The Committee will have the authority and discretion to
                  interpret the Plan, to establish, amend, and rescind any rules
                  and regulations relating to the Plan, to determine the terms
                  and provisions of any Award Agreement made pursuant to the
                  Plan, and to make all other determinations that may be
                  necessary or advisable for the administration of the Plan.

         (c)      Any interpretation of the Plan by the Committee and any
                  decision made by it under the Plan is final and binding on all
                  persons.

         (d)      In controlling and managing the operation and administration
                  of the Plan, the Committee shall take action in a manner that
                  conforms to the articles and by-laws of the Company, and
                  applicable state corporate law.



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         5.3 Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.

         5.4 Information to be Furnished to Committee. The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an employee's or Participant's employment,
termination of employment, leave of absence, reemployment and compensation shall
be conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.


                                    SECTION 6

                            AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; provided that adjustments made pursuant to
subsection 3.2(e) shall not be subject to the foregoing limitations of this
Section 6. An amendment shall be subject to approval by the Company's
shareholders only to the extent required by applicable laws, regulations or
rules.


                                    SECTION 7

                                  DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions shall apply:

         (a)      Award. The term "Award" shall mean any award or benefit
                  granted under the Plan.

         (b)      Board. The term "Board" shall mean the Board of Directors of
                  the Company.

         (c)      Change in Control. The term "Change in Control" shall mean:

                  1.       an acquisition by any individual, entity or group
                           (within the meaning of Section 13(d) (3) or 14(d)(2)
                           of the Securities Exchange Act of 1934, as amended
                           (the "Exchange Act") of 50% or more of either:

                           A.       the then outstanding Stock; or



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                           B.       the combined voting power of the Company's
                                    outstanding voting securities immediately
                                    after the merger or acquisition entitled to
                                    vote generally in the election of directors;
                                    provided, however, that the following
                                    acquisition shall not constitute a Change of
                                    Control:

                                    i.       any acquisition directly from the
                                             Company;

                                    ii.      any acquisition by the Company or a
                                             Subsidiary;

                                    iii.     any acquisition by the trustee or
                                             other fiduciary of any employee
                                             benefit plan or trust sponsored by
                                             the Company or a Subsidiary; or

                                    iv.      any acquisition by any corporation
                                             with respect to which, following
                                             such acquisition, more than 50% of
                                             the Stock or combined voting power
                                             of Stock and other voting
                                             securities of the Company is
                                             beneficially owned by substantially
                                             all of the individuals and entities
                                             who were beneficial owners of Stock
                                             and other voting securities of the
                                             Company immediately prior to the
                                             acquisition in substantially
                                             similar proportions immediately
                                             before and after such acquisition;
                                             or

                  2.       individuals who, as of the Effective Date of this
                           Plan, constitute the Board (the "Incumbent Board"),
                           cease to constitute at least a majority of the Board.
                           Individuals nominated by the Incumbent Board and
                           subsequently elected shall be deemed for this purpose
                           to be members of the Incumbent Board; or

                  3.       approval by the shareholders of the Company of a
                           reorganization, merger, consolidation, liquidation,
                           dissolution, sale or statutory exchange of Stock
                           which changes the beneficial ownership of Stock and
                           other voting securities so that after the corporate
                           change the immediately previous owners of 50% of
                           Stock and other voting securities do not own 50% of
                           the Company's Stock and other voting securities
                           either legally or beneficially; or

                  4.       the sale, transfer or other disposition of all
                           substantially all of the Company's assets; or

                  5.       a merger of the Company with another entity after
                           which the pre-merger shareholders of the Company own
                           less than 50% of the stock of the surviving
                           corporation.

         A "Change in Control" shall not be deemed to occur with respect to a
Participant if the acquisition of a 50% or greater interest is by a group that
includes the Participant, nor shall it be deemed to occur if at least 50% of the
Stock and other voting securities owned before the



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occurrence are beneficially owned subsequent to the occurrence by a group that
includes the Participant.

         (d)      Code. The term "Code" means the Internal Revenue Code of 1986,
                  as amended. A reference to any provision of the Code shall
                  include reference to any successor provision of the Code.

         (e)      Eligible Employee. The term "Eligible Employee" shall mean any
                  common-law employee of the Company or a Subsidiary. An NSO
                  (but not an ISO) Award may be granted to an individual who is
                  not yet an Eligible Employee, in connection with hiring,
                  retention or otherwise, prior to the date the individual first
                  performs services for the Company or the Subsidiaries,
                  provided that any such Award shall not become vested prior to
                  the date the employee first performs such services.

         (f)      Eligible Individual. The term "Eligible Individual" shall
                  include Eligible Employees, members of the Company's Board and
                  outside consultants or advisors to the Company who provide
                  bona fide services to the Company or a Subsidiary as
                  Independent Contractors.

         (g)      Fair Market Value. For purposes of determining the "Fair
                  Market Value" of a share of Stock as of any date, the
                  following rules shall apply:

                  1.       If at the time an Option is granted, the Class B
                           Common Stock is publicly traded on the New York Stock
                           Exchange, the fair market value of a share of Stock
                           shall be equal to the sales price for a share of
                           Class B Common Stock as quoted in the New York Stock
                           Exchange at close of business on such date.

                  2.       If sale prices are not available or if the principal
                           market for the Stock is not a national securities
                           exchange and the Stock is not quoted on the NASDAQ
                           stock market, the average between the highest bid,
                           and lowest asked prices for the Stock on such day as
                           reported on the NASDAQ OTC Bulletin Board Service or
                           by the National Quotation Bureau, Incorporated or a
                           comparable service.

                  3.       If the day is not a business day, and as a result,
                           paragraphs (i) and (ii) next above are inapplicable,
                           the Fair Market Value of the Stock shall be
                           determined as of the last preceding business day. If
                           paragraphs (i) and (ii) next above are otherwise
                           inapplicable, then the Fair Market Value of the Stock
                           shall be determined in good faith by an independent
                           third party expert selected by the Committee.

         (h)      Subsidiaries. The term "Subsidiary" means any company during
                  any period in which it is a "subsidiary corporation" (as that
                  term is defined in Code section 424(f)) with respect to the
                  Company.

         (i)      Stock. The term "Stock" shall mean shares of Class B common
                  stock of the Company.



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