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                                                                    EXHIBIT 10.3

                       HUTCHINSON TECHNOLOGY INCORPORATED
                            1988 STOCK OPTION PLAN(1)


         1. Purpose of Plan. The purpose of this 1988 Stock Option Plan (the
"Plan") is to promote the interests of Hutchinson Technology Incorporated, a
Minnesota corporation (the "Company"), and its shareholders by providing
employees of the Company and its subsidiaries, if any, with an opportunity to
acquire a proprietary interest in the Company and thereby develop a stronger
incentive to put forth maximum effort for the continued success and growth of
the Company and its subsidiaries, if any. In addition, the opportunity to
acquire a proprietary interest in the Company will aid in attracting and
retaining personnel of outstanding ability. Options granted under the Plan may
be either nonqualified stock options or incentive stock options meeting the
requirements of Section 422A of the Internal Revenue Code of 1986, or any
amendment thereto (the "Code").

         2. Administration of Plan. The Plan shall be administered by a
Committee (the "Committee") consisting of not less than three directors who are
not employees of the Company or any of its subsidiaries and who have not been
employees of the Company during the preceding twelve months. A majority of the
members of the Committee shall constitute a quorum for any meeting of the
Committee, and the acts of a majority of the members present at any meeting at
which a quorum is present or the acts unanimously approved in writing by all
members of the Committee shall be the acts of the Committee. Subject to the
provisions of the Plan, the Committee may from time to time establish such rules
for the administration of the Plan as it deems appropriate. The decision of the
Committee on any matter affecting the Plan or the rights and obligations arising
under the Plan or any option granted thereunder or any related Limited Right, as
hereinafter defined, shall be final, conclusive and binding upon all persons,
including without limitation the Company, shareholders, employees, and
optionees. To the full extent permitted by law, no member of the Committee shall
be liable for any action or determination taken or made in good faith with
respect to the Plan or any option or Limited Right granted thereunder.


         3. Shares Subject to Plan. The shares that may be made subject to
options granted under the Plan shall be authorized but previously unissued
shares of common stock ("Common Shares") of the Company, of the par value of
$.01 per share, and they shall not exceed 3,000,000 Common Shares in the
aggregate, except that, if any option lapses or terminates for any reason before
being completely exercised, the shares covered by the unexercised portion of
such option may again be made subject to options granted under the Plan.
Appropriate adjustments in the number of shares and in the option price per
share may be made by the Committee in its sole discretion to give effect to
adjustments made in the number of Common Shares of the Company through a merger,
consolidation, recapitalization, reclassification, combination, stock dividend,
stock split or other relevant change, provided that fractional shares shall be
rounded to the nearest whole share.


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(1) Conformed copy, which includes all amendments through November 19, 2003.

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         4. Eligible Employees. Options may be granted under the Plan to any
employee of the Company or any subsidiary thereof, including any employee who is
also an officer or director of the Company or any subsidiary thereof, who is
not, on the date of grant, a member of the Committee.


         5. Granting of Options. Subject to the terms and conditions of the
Plan, the Committee may, from time to time prior to May 31, 1998, grant to such
eligible employees as the Committee may determine options to purchase such
number of Common Shares of the Company on such terms and conditions as the
Committee may determine; provided, however, that no employee may be granted
options with respect to more than 300,000 Common Shares during any calendar year
under this Plan. In determining the employees to whom options shall be granted
and the number of Common Shares to be covered by each option, the Committee may
take into account the nature of the services rendered by the respective
employees, their present and potential contributions to the success of the
Company, and such other factors as the Committee in its sole discretion shall
deem relevant. More than one option may be granted to the same employee. The
date and time of approval by the Committee of the granting of an option shall be
considered the date and time of the grant of such option. Notwithstanding
anything stated herein, in the case of any incentive stock option, the aggregate
Fair Market Value, as defined in paragraph 6, determined at the time the option
is granted to an individual, of the Common Shares with respect to which
incentive stock options held by such individual first become exercisable in any
calendar year (under this Plan and all other incentive stock option plans of
such individual's employer corporation, and its parent corporations and
subsidiaries) shall not exceed $100,000.


         6. Option Price. The purchase price of each Common Share subject to an
option shall be fixed by the Committee, but shall not be less than 100% of the
Fair Market Value of a Common Share at the time the option is granted. The
purchase price of each Common Share subject to an incentive stock option within
the meaning of Section 422A of the Code that is granted to an employee who owns,
or is deemed under Section 425(d) of the Code to own, at the time the incentive
stock option is granted, stock of the Company (or of any parent or subsidiary of
the Company) possessing more than 10% of the total combined voting power of all
classes of stock therein (a "10% Shareholder") shall, notwithstanding anything
stated in the immediately preceding sentence, be not less than 110% of the Fair
Market Value of a Common Share at the time the option is granted.


         For purposes of the Plan, the "Fair Market Value" of a Common Share at
the time the option is granted shall, unless otherwise expressly provided in the
Plan, mean the closing price of a Common Share on the date immediately preceding
the date the option is granted or, if no sale of Common Shares shall have
occurred on that date, on the next preceding day on which a sale occurred of
Common Shares, on the composite tape for New York Stock Exchange listed shares,
or, if the Common Shares are not quoted on the composite tape for New York Stock
Exchange listed shares, on the principal United States Securities Exchange
registered under the Securities Exchange Act of 1934, as amended, on which the
shares are listed, or, if the shares are not listed on any such exchange, on the
National Association of Securities Dealers, Inc. Automated Quotations National
Market System or, if the Common Shares are not quoted on the National
Association of Securities Dealers, Inc. Automated Quotations National Market
System, the mean between the closing "bid" and the closing "asked" quotation of
a Common Share on the date immediately preceding the date the option is granted,
or, if no closing bid or asked quotation


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is made on that date, on the next preceding day on which a quotation is made, on
the National Association of Securities Dealers, Inc. Automated Quotations System
or any system then in use, provided that if the Common Shares are not quoted on
any such system, Fair Market Value shall be what the Committee determines in
good faith to be 100% of the fair market value of a Common Share at the time the
option is granted. Notwithstanding anything stated in this paragraph, if the
applicable securities exchange or system has closed for the day at the time of
grant of an option, all references in this paragraph to the "date immediately
preceding the date the option is granted" shall be deemed to be references to
"the date the option is granted".


         7. Option Period. Each option granted under the Plan shall expire and
all rights to purchase shares thereunder shall cease on the earliest of (i) ten
years after the date such option is granted (or in the event an incentive stock
option is granted to a 10% Shareholder, five years after the date such option is
granted) or on such date prior thereto as may be fixed by the Committee on or
before the date such option is granted; (ii) March 1, 1989, in the event that
the shareholders of the Company shall not have approved the Plan prior to that
date at a duly held shareholders' meeting; or (iii) the date, if any, fixed for
cancellation pursuant to paragraph 14(b) of the Plan.


         8. Transferability and Termination of Options.

         (a) (i) During the lifetime of an individual to whom an option is
granted, only such individual or his guardian or legal representative may
exercise the option (other than as provided in Section 8(a)(ii) below), and only
while such individual is an employee of the Company or of a parent or subsidiary
thereof, and only if such individual has been continuously so employed since the
date the option was granted, except that, subject to paragraph 8(d), (i) such
individual may exercise the option within three months after termination of such
individual's employment if the option was exercisable immediately prior to such
termination, and (ii) if (x) such individual has been employed by the Company or
a parent or subsidiary thereof for at least ten years (whether or not
consecutive) and (y) such individual's employment with the Company or a parent
or subsidiary thereof terminates after such individual has reached age 55, then
the option may be exercised at any time within three (3) years following the day
such individual's employment by the Company or a parent or subsidiary thereof
ceases if the option was exercisable immediately prior to termination of
employment. In the case of an employee who is disabled (within the meaning of
Section 22(e)(3) of the Code), the three month period in the immediately
preceding sentence shall be extended to three years after termination of such
individual's employment and the requirement that the option may be exercised
only with respect to the shares for which the option was exercisable immediately
prior to such termination of employment shall be eliminated in the circumstances
set forth in Section 8(c).


             (ii) Notwithstanding the provisions of Section 8(a)(i), an option
agreement may state that a non-qualified stock option shall be transferable to
(x) any member of an employee's "immediate family" (as such term is defined in
Rule 16a-1(e) promulgated under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation), (y) one or more trusts whose beneficiaries
are members of such employee's "immediate family" or such employee, or (z)
partnerships in which such family members or such employee are the only
partners; provided, however, that the employee receives no consideration for the
transfer. Any non-qualified stock option held by a permitted transferee shall
continue to be subject to the same


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terms and conditions that were applicable to such non-qualified stock option
immediately prior to its transfer and any may be exercised by such permitted
transferee as and to the extent that such non-qualified stock option has become
exercisable and has not terminated in accordance with the provisions of this
Plan and the applicable agreement. For purposes of any provision of the Plan
relating to notice to a holder of an option or to vesting or termination of a
non-qualified stock option upon the termination of employment by such
individual, the references to such option holder shall mean the original grantee
of the non-qualified stock option and not any permitted transferee. Except as
set forth above, no option shall be assignable or transferable by the individual
to whom it is granted otherwise than by will or the laws of descent and
distribution.

             (b) An option may be exercised after the death of the individual to
whom it is granted, but, except as hereafter provided in this paragraph 8, only
if it was exercisable immediately prior to such individual's death, in which
case the option may be exercised only by such individual's legal
representatives, heirs or legatees, only within three years after the death of
such individual.

             (c) Notwithstanding the foregoing but subject to paragraph 8(d), in
the event of the disability or death of a holder of an outstanding option, an
option held by such individual or his or her legal representative that was not
previously exercisable will become immediately exercisable in full if the Plan
shall have been approved by the shareholders of the Company at a duly held
shareholders' meeting, a registration statement covering the Common Shares for
which the option may be exercised shall have become effective under the
Securities Act of 1933, as amended, and the disabled or deceased individual
shall have been continuously employed by the Company or a parent or subsidiary
thereof prior to such disability or death.

             (d) In no event shall any option be exercisable at any time after
its expiration date. In no event shall any option be exercisable at any time
following the termination of the employment of the individual to whom the option
has been granted unless such termination (i) is caused by the death or
disability of the individual or (ii) occurs following (A) a Change in Control,
(B) a declaration pursuant to paragraph 14(b) or (C) at least six months of
continuous employment of such individual by the Company or a parent or
subsidiary thereof after the date of grant of the option. When an option is no
longer exercisable, it shall be deemed to have lapsed or terminated and will no
longer be outstanding.


             9. Exercise of Options. A person entitled to exercise an option
granted under this Plan may, subject to its terms and conditions and the terms
and conditions of this Plan, exercise it in whole at any time, or in part from
time to time, by delivery to the Company at its principal executive office, to
the attention of its Vice President, Human Resources, of written notice of
exercise, specifying the number of shares with respect to which the option is
being exercised, or by such other means as the Board or Committee may approve,
provided that (i) no such option may be exercised prior to such time, if any, as
the shareholders of the Company shall approve the Plan at a duly held
shareholders' meeting of the Company; (ii) no such option may be exercised prior
to the time that a registration statement covering the Common Shares for which
the option may be exercised becomes effective under the Federal Securities Act
of 1933, as amended, and (iii) no option may be exercised less than six months
after the date it is granted except upon the occurrence of the death or
disability of the holder of the option while employed

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by the Company or a parent or subsidiary thereof or a Change in Control as
defined in paragraph 10 of the Plan or pursuant to paragraph 14(b) of the Plan.
Subject to the limitations set forth in clauses (i) through (iii) of the
immediately preceding sentence, each option agreement provided for in paragraph
15 hereof shall specify when the option shall become exercisable. The purchase
price of each share with respect to which an option is being exercised shall be
payable in full at the time of exercise (provided that, to the extent permitted
by law, the holder of an option may simultaneously exercise an option and sell
all or a portion of the shares thereby acquired pursuant to a brokerage or
similar relationship and use the proceeds from such sale to pay the purchase
price of such shares) in cash (including check, bank draft or money order) or,
at the discretion of the holder of the option, by delivery to the Company of
unencumbered Common Shares having a Fair Market Value, as defined in paragraph 6
hereof, equal to the purchase price (except, solely for purposes of this
paragraph, that all references to the "date immediately preceding the date the
option is granted," in the definition of Fair Market Value in paragraph 6 shall
be deemed to be references to "the date the option is exercised" and the last
sentence of paragraph 6 shall be of no effect). No shares shall be issued until
full payment therefor has been made, and the granting of an option to an
individual shall give such individual no rights as a shareholder except as to
shares issued to such individual. Notwithstanding anything stated in clause
(iii) of the first sentence of this paragraph 9 of the Plan, the Committee shall
have authority to grant options under the Plan that contain terms and conditions
that provide that such options may be exercised immediately or less than six
months after being granted, provided that (A) any such option may be granted
only to an eligible employee residing in or employed in a country other than the
United States at the time of the grant, (B) the Committee, in its sole
discretion, concludes that such a grant is desirable to comply with the
provisions of the laws of such a foreign country or to increase the after-tax
benefits of the option to such eligible employee under the laws of such foreign
country and (C) no such option exercisable less than six months after being
granted (except to the extent that such an option could be exercised less than
six months after being granted under clause (iii) of the first sentence of this
paragraph 9 of the Plan in the absence of this sentence) may be granted to any
individual who is subject to the reporting requirements of Section 16 of the
Securities Exchange Act of 1934, as amended. Any option granted in compliance
with the provisions of the immediately preceding sentence that, by its terms and
conditions, is exercisable immediately or less than six months after being
granted shall not be subject to the second sentence of paragraph 8(d) of the
Plan from and after the time that such option becomes exercisable.

         10. Change in Control.

         (a) Anything to the contrary notwithstanding in the Plan, in the event
of a "Change in Control" of the Company, as defined in paragraph 10(b), an
option held by a person under this Plan that shall not have expired will become
immediately exercisable in full if the Plan shall have become approved by the
shareholders of the Company at a duly held shareholders' meeting and a
registration statement covering the Common Shares for which the option may be
exercised shall have become effective under the Federal Securities Act of 1933,
as amended.

         (b) A "Change in Control", for purposes of the Plan, means:

             (i)   A majority of the directors of the Company shall be persons
         other than persons:



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                   (A) For whose election proxies shall have been solicited by
             the Board of Directors of the Company, or


                   (B) Who are then serving as directors appointed by the Board
             of Directors to fill vacancies on the Board of Directors caused by
             death or resignation (but not by removal) or to fill newly-created
             directorships,

             (ii) 30% or more of the outstanding voting stock of the Company is
     acquired or beneficially owned (as defined in Rule 13d-3 under the
     Securities Exchange Act of 1934, as amended, or any successor rule thereto)
     by any person (other than the Company, a subsidiary of the Company or the
     person holding the option) or group of persons, not including the person
     holding the option, acting in concert, or

             (iii) The shareholders of the Company approve a definitive
     agreement or plan to


                   (A) merge or consolidate the Company with or into another
             corporation (other than (1) a merger or consolidation with a
             subsidiary of the Company or (2) a merger in which the Company is
             the surviving corporation and either (a) no outstanding voting
             stock of the Company (other than fractional shares) held by
             shareholders immediately prior to the merger is converted into
             cash, securities, or other property or (b) all holders of
             outstanding voting stock of the Company (other than fractional
             shares) immediately prior to the merger have substantially the same
             proportionate ownership of the voting stock of the Company or its
             parent corporation immediately after the merger),

                   (B) exchange, pursuant to a statutory exchange of shares of
             voting stock of the Company held by shareholders of the Company
             immediately prior to the exchange, shares of one or more classes or
             series of voting stock of the Company for cash, securities, or
             other property,


                   (C) sell or otherwise dispose of all or substantially all of
             the assets of the Company (in one transaction or a series of
             transactions) or


                   (D) liquidate or dissolve the Company,

         unless a majority of the voting stock (or the voting equity interest)
         of the surviving corporation or of any corporation (or other entity)
         acquiring all or substantially all of the assets of the Company (in the
         case of a merger, consolidation or disposition of assets) or the
         Company or its parent corporation (in the case of a statutory share
         exchange) is beneficially owned by the person holding the options or a
         group of persons, including the person holding the options, acting in
         concert.


         11. Tax Withholding. Delivery of Common Shares upon exercise of a
non-qualified stock option shall be subject to any required withholding taxes. A
person exercising


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such an option may, as a condition precedent to receiving the Common Shares, be
required to pay the Company a cash amount equal to the amount of required
withholdings. In lieu of all or any part of such a cash payment, the Committee
may, but is not required to, permit the individual to elect to cover all or any
part of the required withholdings, and to cover any additional withholdings up
to the amount needed to cover the individual's full FICA and federal, state and
local income tax with respect to income arising from the exercise of the option,
through a reduction of the number of Common Shares delivered to the person
exercising the option or through a subsequent return to the Company of shares
delivered to the person exercising the option. Any such election by an
individual who is subject to the reporting requirements of Section 16 ("Section
16") of the Securities Exchange Act of 1934, as amended ("Section 16
Individuals"), is also subject to the following:


         (a) Time of election. Any such election by a Section 16 Individual may
     be made only during certain specified time periods, as follows:

                   (1) The election may be made during the period beginning on
         the third business day following the date of public release of the
         Company's quarterly or annual financial statements and ending on the
         twelfth business day following such date of public release, or

                   (2) The election may be made at least six months prior to the
         date as of which the amount of tax to be withheld is determined;

         provided, however, an election by such a person pursuant to clause (1)
         or (2) may not be made within six months of the date of grant of the
         option being exercised unless death or disability of the individual to
         whom the option was granted occurs during said six month period.

             The foregoing restrictions do not apply to any person who is not
         subject to the reporting requirements of Section 16.

         (b) Committee approval; revocation. The Committee's approval of such an
     election by a Section 16 Individual, if given, may be granted in advance
     but is subject to revocation by the Committee at any time. Once such an
     election is made by a Section 16 Individual, he or she may not revoke it.


         12. Termination of Employment. Neither the transfer of employment of an
individual to whom an option is granted between any combination of the Company,
a parent corporation and a subsidiary thereof, nor a leave of absence granted to
such individual and approved by the Committee, shall be deemed a termination of
employment for purposes of the Plan. The terms "parent" or "parent corporation"
and "subsidiary" as used in the Plan shall have the meaning ascribed to "parent
corporation" and "subsidiary corporation," respectively, in Sections 425(e) and
(f) of the Code.


         13. Other Terms and Conditions. The Committee shall have the power,
subject to the limitations contained herein, to fix any other terms and
conditions for the grant or exercise of any option under this Plan. Nothing
contained in this Plan, or in any option granted pursuant to this Plan, shall
confer upon a person holding an option any right to continued


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employment by the Company or limit in any way the right of the Company to
terminate an employee's employment at any time.


         14. Dissolution, Liquidation, Merger. In the event of the proposed
dissolution or liquidation of the Company or in the event of a proposed sale of
substantially all of the assets of the Company or in the event of a proposed
merger or consolidation of the Company with or into any other corporation,
regardless of whether the Company is the surviving corporation, or a statutory
share exchange involving capital stock of the Company (the actual effective date
of the dissolution, liquidation, sale, merger, consolidation or exchange being
herein called an "Event"), the Committee may, but shall not be obligated to:


         (a) if the Event is a merger or consolidation or statutory share
     exchange, make appropriate provision for the protection of the outstanding
     options granted under the Plan by the substitution of options and
     appropriate voting common stock of the corporation surviving any merger or
     consolidation or, if appropriate, the parent corporation of the Company or
     such surviving corporation, to be issuable upon the exercise of options in
     lieu of options and capital stock of the Company; or


         (b) at least 30 days prior to the occurrence of an Event, declare, and
     provide written notice to each optionee of the declaration, that each
     outstanding option, whether or not then exercisable, shall be cancelled at
     the time of, or immediately prior to the occurrence of, an Event (unless it
     shall have been exercised prior to the occurrence of the Event) in exchange
     for payment to each holder of an option, within ten days after the Event,
     of cash equal to the amount (if any), for each share covered by the
     cancelled option, by which the Fair Market Value per Common Share exceeds
     the exercise price per share of Common Shares covered by such option,
     provided that no such declaration shall be made unless the Plan shall have
     been approved by the shareholders of the Company at a duly held
     shareholders' meeting and a registration statement covering the Common
     Shares for which the option may be exercised shall have become effective
     under the Federal Securities Act of 1933, as amended. At the time of the
     declaration provided for in the immediately preceding sentence, each option
     shall immediately become exercisable in full and each person holding an
     option shall have the right, during the period preceding the time of
     cancellation of the option, to exercise his or her option as to all or any
     part of the shares covered thereby. In the event of a declaration pursuant
     to this paragraph 14(b), each outstanding option granted pursuant to the
     Plan that shall not have been exercised prior to the Event shall be
     cancelled at the time of, or immediately prior to, the Event, as provided
     in the declaration, and the Plan shall terminate at the time of such
     cancellation, subject to the payment obligations of the Company provided in
     this paragraph 14(b) or paragraph 16. For purposes of this paragraph, "Fair
     Market Value" per share shall mean the cash plus the fair market value, as
     determined in good faith by the Committee, of the non-cash consideration to
     be received per Common Share by the shareholders of the Company upon the
     occurrence of the Event.


         15. Option Agreements. All options granted under the Plan shall be
evidenced by a written agreement in such form or forms as the Committee may from
time to time determine, which agreement shall, among other things, designate
whether the options being

                                       8

<PAGE>

granted thereunder are non-qualified stock options or incentive stock options
under Section 422A of the Code.


         16. Limited Rights. The Committee may, in its discretion, grant limited
stock appreciation rights ("Limited Rights") to the holder of any option granted
hereunder (the "Related Option") with respect to all or any portion of the
shares covered by the Related Option. Each Limited Right shall relate to a
specific Related Option and may be granted at any time either concurrently with
the grant of the Related Option or (with respect to non-qualified stock options)
at any time the Related Option is outstanding. As hereafter provided in this
paragraph 16, the Limited Rights are rights which the recipients may exercise in
the circumstances set forth below, in lieu of exercising the Related Options, to
receive cash equal to the amount (if any) by which the Fair Market Value of the
Common Shares covered by the Related Option exceeds the exercise price of the
Related Option.


         Limited Rights shall be exercisable (but only if and to the extent that
the Related Option is exercisable) at any time within the thirty day period
after any Change in Control, regardless of whether the person holding the
Limited Right is an employee on the date of exercise, so long as the Optionee is
an employee immediately preceding the Change in Control.


         Notwithstanding the provisions of the immediately preceding paragraph,
no Limited Right shall be exercised within a period of six months after the date
of grant of the Limited Right and no Limited Right shall be exercised if the
Committee shall previously have made the declaration provided for in paragraph
14(b) and the Event resulting in the cancellation of all options pursuant to
paragraph 14(b) shall have occurred.


         If Limited Rights are exercised, the Related Option shall no longer be
exercisable to the extent of the number of shares with respect to which the
Limited Rights were exercised. Upon the exercise or termination of a Related
Option, Limited Rights granted with respect thereto shall terminate to the
extent of the number of shares as to which the Related Option was exercised or
terminated.


         A person entitled to exercise a Limited Right may, subject to its terms
and conditions and the terms and conditions of the Plan, exercise such Limited
Right in whole or in part by delivery to the Company at its principal office in
Hutchinson, Minnesota, to the attention of the Chief Financial Officer, of
written notice of an election to exercise such Limited Right specifying the
number of shares purchasable under the Related Option with respect to which the
Limited Right is being exercised. The date the Company receives the notice is
the exercise date. Upon exercise of Limited Rights, the holder shall promptly be
paid an amount in cash for each share with respect to which the Limited Rights
are exercised equal to the amount (if any) by which the Fair Market Value per
share of Common Shares covered by the Related Option exceeds the option exercise
price per share of Common Shares covered by the Related Option.


         For purposes of this paragraph, "Fair Market Value" shall have the
definition set forth in paragraph 6 hereof, except that all references to "the
date immediately preceding the date the option is granted" shall, solely for
purposes of this paragraph, be deemed to be references to "the date the Limited
Right is exercised" and the last sentence of paragraph 6 shall be of no effect.


                                       9

<PAGE>

         A Limited Right may not be assigned and shall be transferable only if
and to the extent that the Related Option is transferable. The Company may
withhold from any cash payment due upon exercise of a Limited Right a cash
amount sufficient to cover any required withholding taxes.


         17. Amendment and Discontinuance of Plan. The Board may at any time
amend, suspend or discontinue the Plan; provided, however, that no amendment by
the Board shall, without further approval of the shareholders of the Company,
(a) change the class of employees eligible to receive options or Limited Rights;
(b) except as provided in paragraph 3 hereof, increase the total number of
Common Shares of the Company which may be made subject to options granted under
the Plan; (c) except as provided in paragraph 3 hereof, change the minimum
purchase price for the exercise of an option; (d) increase the maximum period
during which options or Limited Rights may be exercised; (e) extend the term of
the Plan beyond May 31, 1998; or (f) permit the granting of options to employees
who are then members of the Committee. No amendment to the Plan shall, without
the consent of the holder of the option, alter or impair any option previously
granted under the Plan.


         18. Effective Date. The Plan shall be effective upon approval thereof
by the Board.




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