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                                                                   Exhibit 10.2

                                      BUCA

                         Key Employee Share Option Plan

                    (Amended and Restated as of May 1, 2002)

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                                      BUCA

                         Key Employee Share Option Plan

                                Table of Contents

            Article                                                        Page

               I           Purpose                                           1

              II           Definitions and Construction                      1

             III           Option Grant                                      4

              IV           Option Exercise                                   8

               V           Amendment or Termination                         10

              VI           Administration                                   11

             VII           Trust Provisions                                 13

            VIII           Miscellaneous Provisions                         14

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                                      BUCA

                         Key Employee Share Option Plan

                                    ARTICLE I

                                     Purpose

         1.1 Purpose. The purpose of the Plan is to provide Options to certain
key Employees, commensurate with their contributions to the success of the
Employer, in a form that will provide incentives and rewards for superior
performance, and encourage the Participants to provide services to the Employer.

         1.2 Intent. The Plan is intended to be a nonqualified stock option plan
within the meaning of section 83 of the Code and is not intended to be a plan
covered by ERISA.

                                   ARTICLE II

                          Definitions and Construction

         As used herein, the following capitalized words and phrases shall have
the respective meanings set forth below:

         2.1 "Beneficiary" means the person or persons designated by a
Participant, pursuant to Section 3.6, to exercise an Option after the
Participant's death.

         2.2  "Board of Directors" or "Board" means the board of directors of
the Company.

         2.3  "Cause" means:

         (a)  Employee's conviction of a felony constituting a crime involving
moral turpitude;

         (b)  Employee's misappropriation of funds, fraud, or embezzlement; or

         (c)  Employee's willful or gross and repeated neglect of duties to the
Employer, or willful or gross repeated misconduct in the performance of such
duties.

         2.4  "Change of Control" means the earliest to occur of the following:

         (a)  the date (after the Effective Date) that any entity or person
(including a "group," as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934) becomes

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the beneficial owner of, or obtains voting control over, 50 percent of more of
the outstanding common shares of the Company;

         (b) the date the shareholders of the Company approve a definitive
agreement: (A) to merge or consolidate the Company with or into another
organization, or to merge another organization into the Company, in which the
Company is not the continuing or surviving organization or pursuant to which any
common shares of the Company would be converted into cash, securities of another
organization, or other property, other than a merger or consolidation of the
Company in which holders of common shares of the Company immediately before the
merger have the same proportionate ownership of common stock of the surviving
organization or its parent organization immediately after the merger as
immediately before; or (B) to sell or otherwise dispose of substantially all of
the assets of the Company; or

         (c) the date there is a change in a majority of the Board of Directors
within a 12-month period, unless the nomination for election by the Company's
shareholders of each new director was approved by the vote of two-thirds of the
directors then still in office who were in office at the beginning of the
12-month period.

         2.5  "Code" means the Internal Revenue Code of 1986, any amendments
thereto, and any regulations or rulings issued thereunder.

         2.6  "Committee" means the Compensation Committee of the Board of
Directors.

         2.7  "Company" means BUCA, Inc., a Minnesota corporation.

         2.8  "Disability" means in the case of a Participant who is covered
under the BUCA Long-Term Disability Plan, as it may be in effect from time to
time, "total and permanent disability" as defined in such plan without regard to
any waiting period. For Participants not covered by such plan, Disability means
the Participant suffering a sickness, accident, or injury that, in the judgment
of a physician satisfactory to the Employer, prevents the Participant from
performing substantially all of his or her normal duties for the Employer.

         2.9  "Effective Date" means May 1, 2002, the date on which the plan was
amended and restated. The original effective date for the plan was January 1,
2002. The effective date of any amendment to the Plan is the date designated by
the Board of Directors adopting such amendment.

         2.10 "Employee" means any individual who is employed by the Employer.

         2.11 "Employer" means the Company and any subsidiary or other
affiliated entity of the Company and their respective successors.

         2.12 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

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         2.13 "Exercise Date" means, with respect to any Option, the date on
which the Option is exercised by a Participant.

         2.14 "Exercise Period" means the period during which a Participant may
exercise an Option, as determined in Section 4.1.

         2.15 "Exercise Price" means the price that a Participant must pay in
order to exercise an Option.

         2.16 "Grant Date" means the date specified in the Option Agreement on
which an Option is granted to a Participant.

         2.17 "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.

         2.18 "Mutual Fund Shares" means shares of an open-end regulated
investment company designated by the Committee as subject to purchase through
the exercise of an Option.

         2.19 "Net Asset Value" or "NAV" means, in the case of Mutual Fund
Shares, the net asset value per share as reported by the fund in the Wall Street
Journal or other recognized market source on the applicable date of reference
hereunder, or on the next date on which the New York Stock Exchange is open.

         2.20 "Option" means the right of a Participant, granted by the Employer
in accordance with the terms of this Plan, to purchase Mutual Fund Shares at the
Exercise Price.

         2.21 "Option Agreement" means an agreement setting forth the terms of
an Option executed by the Employer and a Participant pursuant to Section 3.2.

         2.22 "Ordinary Income Distributions" means, with respect to Mutual Fund
Shares subject to a Participant's Option, distributions from mutual funds' net
income and distributions from short-term capital gains.

         2.23 "Participant" means any Employee who has received a grant of an
Option in accordance with Section 3.2 and whose Option(s) has not been
completely exercised or lapsed.

         2.24 "Permitted Transferee" means any member of the Participant's
Immediate Family or any entity to whom or to which an Option has been assigned
pursuant to Section 3.8.

         2.25 "Plan" means the BUCA Key Employee Share Option Plan, as set forth
herein and from time to time amended.

         2.26 "Plan Year" means the operating year of the Plan, which ends on
December 31.

         2.27 "Termination of Service" means an Employee's separation from the
employment with the Employer by reason of resignation, discharge, death,
Disability or other termination.

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The Committee may, in its discretion, determine whether any leave or other
absence from service constitutes a Termination of Service for purposes of the
Plan.

         2.28 "Trust" means the trust that will be established pursuant to
Article VII to hold the Mutual Fund Shares that are subject to purchase through
the exercise of an Option.

         2.29 "Trust Agreement" means an agreement setting forth the terms of
the Trust established pursuant to Article VII.

         2.30 "Trust Fund" means the Mutual Fund Shares subject to Options that
are held in the Trust.

         2.31 "Trustee" means the persons or institution acting as trustee of
the Trust.

         2.32 "Vested Portion" means the portion of an Option that has become
exercisable in accordance with the terms of the applicable Option Agreement.

                                   ARTICLE III

                                  Option Grant

         3.1 Eligibility. Options may be granted to any Employee selected by the
Committee from the executive officers and other key Employees of the Employer
who occupy senior management or professional positions and whom the Committee
determines to have the capability of making a substantial contribution to the
success of the Employer. In making this selection, the Committee may consider
any factors that it deems relevant, including the Employee's functions,
responsibilities, value of services to the Employer and past and potential
contributions to the Employer's success and growth. Participation shall commence
after an Employee's selection by the Committee on a date designated by the
Committee.

         3.2  Grant of Options.  Options may be granted by the Committee at any
time on or after the Effective Date and prior to the termination of the Plan.

         (a)      Awards and Allocations of Options.  Options may be granted
upon the approval of the Committee,

                  (i) as an outright award, or

                  (ii) in exchange for a specified amount of the incentive
         compensation of the Participant.

         The dollar amount of the underlying Mutual Fund Shares covered by the
Option shall equal the dollar amount of the compensation to be awarded in the
form of an outright grant of an

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Option or the dollar amount of the incentive compensation to be exchanged for
the grant of an Option, as the case may be, divided by .75.

         Any specified exchange of future incentive compensation by a
Participant for an Option must be executed by the Participant before the
beginning of the calendar year in which the incentive compensation will be
earned (or before the first day of the month next following an Employee's
selection by the Committee). A Participant may agree to exchange all or a
portion of any future incentive compensation payable to him or her for an
Option, in the manner prescribed by the Committee. No Committee member
(including any person to whom the Committee has delegated authority under
Section 6.1) may take part in any way in determining the amount of any award of
an Option to himself or herself.

         Any specified exchange of future incentive compensation by a
Participant who is selected by the Committee to participate in the Plan after
the beginning of the Plan Year must be executed by the Participant before the
first day of the month next following the Participant's selection by the
Committee and before the Participant has earned the compensation. A Participant
who is hired by the Employer after the beginning of the Plan Year may agree to
exchange all or a portion of any future incentive compensation for an Option. A
Participant who was employed by the Employer prior to the beginning of the Plan
Year and whose participation in the Plan commenced prior to October 1 may agree
to exchange only that pro rata portion of the Participant's incentive
compensation that was earned after participation in the Plan had commenced equal
to the number of complete months of participation in the Plan, divided by 12. A
Participant who was employed by the Employer prior to the beginning of the Plan
Year and whose participation in the Plan commences on or after October 1 may not
exchange any portion of his or her incentive compensation for an Option during
that Plan Year.

         (b)      Grant Date and Option Agreement. Options granted in exchange
for a specified percentage of future incentive compensation of the Participant
shall be granted on or about the next following January 15, April 15, July 15,
and October 15 of the Plan Year and shall reflect the requested exchange of
compensation of the Participant, if the request was timely submitted. Options
granted in the form of outright awards may be granted to a Participant at any
time in the discretion of the Committee. Options shall become effective upon
the execution by the Participant and the Employer of an Option Agreement
specifying the Mutual Fund Shares, the number of Mutual Fund Shares subject to
the Option or the mechanism for establishing the number of the Mutual Fund
Shares, the Exercise Price, and such other terms and in such form as the
Committee may from time to time determine in accordance with the Plan. Any
items not specified in the Plan shall be specified in the Option Agreement.

         (c)      Effect of Cash Dividends and Distributions with Respect to
Mutual Fund Shares. Any Mutual Fund Shares that are acquired (or deemed to be
acquired) through reinvestment of long-term capital gain distributions and
return of capital distributions will be added to the Mutual Fund Shares that
are subject to an Option Agreement. Any Mutual Fund Shares that are acquired
(or deemed to be acquired) through reinvestment of Ordinary Income
Distributions will also be added to the Mutual Fund Shares that are subject to
an Option Agreement.

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         (d)      Conditions of Grant. As a condition to the grant of an Option,
the Committee may, in its discretion, require a Participant to enter into an
Option Agreement with the Employer containing one or more of the following
provisions:

                  (i) A covenant not to compete with the Employer, which shall
contain such terms and conditions as may be required by the Committee;

                  (ii) An agreement to remain in the employ of the Employer for
         a designated period of time after the Grant Date in order to fully
         exercise the Option; or

                  (iii) Such other conditions may be determined by the
         Committee.

         3.3 Exercise Price. The initial Exercise Price shall equal 25 percent
of the total Net Asset Value of the Mutual Fund Shares on the Grant Date. Upon a
request to exercise any Option, the Exercise Price required to be paid by the
Participant shall be 25 percent of the total NAV of the Mutual Fund Shares on
the Grant Date plus 25 percent of the accumulated Ordinary Income Distributions
that have been reinvested (or deemed to have been reinvested) in Mutual Fund
Shares pursuant to Section 3.2(c).

         3.4 Mutual Fund Shares to be Held in Trust. Upon the grant of an
Option, the Employer, in accordance with the Trust Agreement, shall instruct the
Trustee to purchase Mutual Fund Shares underlying each Option Agreement as of
the date of the Option Agreement. The Employer shall transfer to the Trustee an
amount of funds at least equal to the amount of incentive compensation being
exchanged by the Participant for the Option or the amount of the outright award
granted to the Participant in the form of an Option. Such funds shall be applied
by the Trustee to purchase Mutual Fund Shares of the type underlying the Option.
In addition, if on the date the Committee grants the Option, the principal of
the Trust, and any earnings thereon, are not sufficient to purchase such
underlying Mutual Fund Shares, the Employer shall transfer to the Trustee an
amount of funds sufficient to purchase the underlying Mutual Fund Shares.

         3.5 Substitution of Assets Held in Trust. The Committee may, in its
discretion, but no more than once during any 12-month period following the Grant
Date or a previous substitution of assets for the Participant, at a time when
Options are periodically granted, after consultation with the Participant,
substitute Mutual Fund Shares of equal total NAV for any Mutual Fund Shares
subject to purchase through the exercise of an Option. Before such a
substitution may occur, the Participant and the Employer must both agree to
terminate the Option Agreement and to adopt a new Option Agreement awarding an
Option with underlying Mutual Fund Shares of equal total NAV. Such change in
Option property shall be considered the grant of a new Option and the terms of
this Plan, including Articles III and IV, shall apply to the grant of the new
Option, except that the term of the new Option shall not extend beyond the term
of the original Option, the six-month waiting period to exercise the Option
shall not be applicable, and any conditions of the grant recited in the original
Option pursuant to Section 3.2(d) shall be carried over to the new Option
Agreement.

         The initial Exercise Price of the new Option shall be equal to the
initial Exercise Price of the Option being replaced plus 25 percent of the
accumulated Ordinary Income Distributions. If

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the substitution involves substituting Mutual Fund Shares of more than one
mutual fund for Mutual Fund Shares of one or more other mutual funds, the
initial Exercise Price of the new Option shall be allocated amongst the
underlying Mutual Funds Shares pro rata to the total Net Asset Value of such
Mutual Fund Shares on the date of substitution.

          3.6 Designation of Beneficiary. After the grant of an Option, the
Participant or Permitted Transferee may designate one or more Beneficiaries and
successor Beneficiaries, and may change them at any time, by filing the
prescribed form with the Employer. The consent of the Participant's or Permitted
Transferee's current Beneficiary shall not be required for a change of
Beneficiary. No Beneficiary shall have any rights under the Plan or an Option
Agreement during the lifetime of the Participant.

              (a) The Beneficiary of a Participant or Permitted Transferee who
         dies without having designated a Beneficiary in accordance with this
         Section 3.6 and who is lawfully married on the date of death shall be
         the Participant's or Permitted Transferee's surviving spouse.

              (b) The Beneficiary of any other Participant or Permitted
         Transferee who dies without having designated a Beneficiary in
         accordance with this Section 3.6 shall be the Participant's or
         Permitted Transferee's estate.

After a Participant's death, his or her Beneficiary is considered to be a
Participant to the extent necessary to facilitate the exercise of any Options
that continue to be exercisable under the terms of the Plan. In the event of a
Participant's Disability or other legal incapacity, the Participant's legal
representative is considered to be a Participant to the extent necessary to
facilitate the exercise of any Options that are or become exercisable under the
terms of the Plan.

         3.7 General Non-Transferability. No Option granted under this Plan may
be transferred, assigned, or alienated (whether by operation of law or
otherwise), except as provided herein, and no Option shall be subject to
execution, attachment or similar process. An Option may be exercised only by the
Participant (or the Participant's Beneficiary pursuant to Section 3.6 or
Permitted Transferee pursuant to Section 3.8).

         3.8  Permitted Transfers During Lifetime as Gifts.  Notwithstanding the
provisions of Section 3.7, a Participant may at any time prior to death, assign
all or any portion of an Option to:

              (a) the Participant's Immediate Family,

              (b) the trustee of a trust for the primary benefit of the
         Participant's Immediate Family,

              (c) a partnership of which the Participant's Immediate Family
         members are the only partners, or

              (d) a tax exempt organization, as described in Section 501(c)(3)
         of the Code.

Any such assignment shall be permitted only if an assignment is expressly
permitted in the Option Agreement, or approved in writing by the Committee, and
the Participant or Permitted Transferee

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receives no consideration for the assignment. Any such assignment shall be
evidenced by an appropriate written document executed by the Participant or
Permitted Transferee, and delivered to the Committee on or before the effective
date of the assignment. In the event of such an assignment, the Permitted
Transferee shall be entitled to all of the rights of the Participant with
respect to the assigned portion of the Option, except the right to substitute
Mutual Fund Shares pursuant to Section 3.5. Such portion of the Option shall
continue to be subject to all of the terms, conditions and restrictions
applicable to the Option, as set forth in the Plan and the Option Agreement.

                                   ARTICLE IV

                                 Option Exercise

         4.1 Exercise Period. The Exercise Period is the period beginning six
months after the Grant Date and ending on the earliest of the following:

                (a)   180 months after the Grant Date;

                (b)   24 months after the Participant's Termination of Service,
         if such Participant's service terminates by reason of Disability;

                (c)   24 months after the Participant's Termination of Service,
         if such Participant's service terminates by reason of death;

                (d)   24 months after the Participant's Termination of Service,
         if such Participant's service terminates prior to his or her
         attainment of age 50 for any reason not specified in paragraphs (a)-(c)
         or (e); or

                (e)   90 days after the Participant's Termination of Service, if
         such Participant is terminated involuntarily for Cause, as determined
         by the Committee,

For purposes of the preceding, months shall be computed on the basis of the
relevant calendar anniversary of the date of reference. Notwithstanding the
above, at no time shall the Exercise Period continue for less than 12 months
after the Participant's Termination of Service if such Termination of Service
occurs by reason of the Participant's death.

         4.2 Exercise of Vested Portion of Option. A Participant (or the
Participant's Beneficiary pursuant to Section 3.6 or Permitted Transferee
pursuant to Section 3.8) may exercise during the Exercise Period the Vested
Portion of an Option in accordance with this Section 4.2. The terms of the
Participant's Option Agreement will determine the Vested Portion of an Option
eligible for exercise during the Exercise Period in the case of an Option
granted to a Participant in the form of an outright award. That percentage of a
Participant's Option granted in the form of an outright award, which is not a
Vested Portion of an Option, shall be forfeited by the Participant upon
Termination of Service. The Vested Portion of an Option granted in exchange for
the compensation of a Participant is 100 percent as of the Grant Date.

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         The Participant (or Beneficiary or Permitted Transferee, whichever may
be applicable) shall exercise the Vested Portion of the Option by giving written
notice to the Trustee and (i) tendering full payment of the Exercise Price by
bank certified, cashiers or personal check on or before the date of exercise,
(ii) by obtaining necessary financing from a financial institution which is
utilized to pay the Exercise Price, or (iii) a combination of these two methods.
A Participant (or Beneficiary, or Permitted Transferee, whichever may be
applicable) may exercise a portion of an Option or Options so long as each
portion to be exercised is a Vested Portion and the Participant (or Beneficiary,
or Permitted Transferee, whichever may be applicable) exercises at that time an
aggregate of at least $1,000 NAV from the Option or Options.

         4.3 Registration of Mutual Fund Shares. On the date of exercise, or as
soon as practicable thereafter (but in no event later than five business days
after the date of exercise), the Trustee shall cause to be registered in the
name of the Participant, Beneficiary or Permitted Transferee the Mutual Fund
Shares then being purchased by the Participant (or the Participant's Beneficiary
pursuant to Section 3.6 or Permitted Transferee pursuant to Section 3.8). If the
Participant directs the Trustee to sell the shares subject to an Option
immediately upon exercising the Option, then the Trustee shall not cause the
Mutual Fund Shares being purchased by the Participant to be so registered.

         4.4 Tax Withholding. Whenever Mutual Fund Shares are to be registered
or sold following exercise of an Option under the Plan, the Trustee shall
require as a condition of such registration or sale:

                (a) the cash payment of an amount sufficient to satisfy all
         federal, state and local tax withholding requirements related thereto,

                (b) the withholding of such amount from any Mutual Fund Shares
         to be registered in the name of the recipient upon exercise of the
         Option, or

                (c) any combination of the foregoing, at the election of the
         Participant (or Beneficiary or Permitted Transferee, whichever may be
         applicable) with the consent of the Committee. Such election shall be
         made before the date on which the amount of tax to be withheld is
         determined by the Employer, and such election shall be irrevocable.

         4.5 Additional Withholding. With the consent of the Employer, the
Participant may elect a greater amount of withholding, not to exceed the
estimated amount of the Participant's total tax liability with respect to the
registration or sale of Mutual Fund Shares under the Plan. Such election shall
be made at the same time and in the same manner as provided under Section 4.4.

         4.6 Failure to Exercise. No Option shall be exercised, in whole or in
part, after the end of the Exercise Period, and the Employer shall have no
obligation to deliver or cause to be delivered to the Participant (or the
Participant's Beneficiary or Permitted Transferee) the Mutual Fund Shares
subject to such an Option.

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                                    ARTICLE V

                            Amendment or Termination

         5.1 Plan Amendment. The Committee may, from time to time in its
discretion, amend any provision of the Plan, in whole or in part, with respect
to any Participant or group of Participants. Any such amendment shall be
effective as of the date specified therein and shall be binding upon the
Committee, all Participants and Beneficiaries, and all other persons claiming an
interest under the Plan.

         5.2 Plan Termination. The Plan shall terminate on such date as the
Board may determine in its discretion. Such termination shall be effective as of
the date determined by the Board and shall be binding upon all Participants and
Beneficiaries, Permitted Transferees, and all other persons claiming an interest
under the Plan. Following termination of the Plan, no new Options shall be
granted, but Options shall continue to become vested and exercisable in
accordance with the provisions of the Plan, and may be exercised in accordance
with Article IV, unless the Committee, in its sole discretion, terminates a
Participant's Option within 60 days following the effective date of the Plan's
termination by making a cash payment to the Participant in an amount equal to
the total NAV of the Mutual Fund Shares subject to such Option, reduced by the
Exercise Price, and further reduced by the tax withholding required by Section
4.4. Notwithstanding the foregoing provisions of this Section 5.2, in the event
of a termination of the Plan in connection with compliance with or any addition
or change in the Code or ERISA, federal or state securities laws, or any other
law or regulation, the Vested Portion of all Options shall be required to be
exercised immediately and the unvested portion of the Options shall be
terminated immediately.

         5.3 Amendment of Option Agreements. An Option Agreement may be amended
by the Committee at any time if the Committee determines, in its sole
discretion, that an amendment is necessary or advisable in connection with:

                (a)   compliance with or any addition to or change in the Code
         or ERISA, federal or state securities laws, or any other law or
         regulation,

                (b)   any substitution of Mutual Fund Shares held in Trust
         pursuant to Section 3.5, (in which event the original Option Agreement
         shall be terminated and a new Option Agreement entered into),

                (c)   any Plan amendment pursuant to Section 5.1, or Plan
         termination pursuant to Section 5.2, provided that the amendment does
         not materially and adversely affect the terms, conditions and
         restrictions applicable to the Option, or

                (d)   any circumstances not specified in Paragraphs (a), (b), or
         (c), with the consent of the Participant.

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         5.4  Change of Control.  Notwithstanding any other provision of the
Plan or an Option Agreement, in the event of a Change of Control:

                (a)   the Participant shall not be required to remain in the
         employ of the Employer for a designated period of time after the Grant
         Date of an Option under Section 3.2(d) in order to exercise an Option,

                (b)   the Exercise Period under Section 4.1 shall not end prior
         to six months after such Change of Control,

                (c)   an Option Agreement shall not be amended by the Committee
         under Section 5.3 for any reason other than pursuant to subparagraph
         (a) thereof without the consent of the Participant,

                (d)   the Vested Portion of any Option shall be 100 percent as
         of the Grant Date, and

                (e)   an Option may be terminated by the Committee on any date
         after a Change of Control, in its sole discretion and without the
         consent of the Participant, if the Board Committee makes a cash payment
         to the Participant on such date in an amount equal to the total NAV of
         the Mutual Fund Shares subject to such Option, reduced by the Exercise
         Price, and further reduced by the tax withholding required by Section
         4.4.

                                   ARTICLE VI

                                 Administration

         6.1  The Committee.  The Plan shall be administered by the Committee.
The Committee may delegate all or any portion of its authority or duties under
the Plan to one or more persons.

         6.2 Powers of the Committee. In carrying out its duties with respect to
the general administration of the Plan, the Committee shall have, in addition to
any other powers conferred by the Plan or by law, the following discretionary
powers:

                (a)   at the direction of the Board, to communicate eligibility
         to participate in the Plan and eligibility to receive Options;

                (b)   to grant Options (including substitute Options pursuant to
         Section 3.5) and to determine the form and timing of such Options;

                (c)   to determine the terms and provisions of the Option
         Agreements, and to modify such Option Agreements as provided in
         Section 5.3;

                (d)   to designate Mutual Fund Shares subject to purchase
         through the exercise of an Option and to substitute Mutual Fund Shares
         as provided in Section 3.5,

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                (e)   to maintain all records necessary for the administration
         of the Plan;

                (f)   to prescribe, amend, and rescind rules for the
         administration of the Plan to the extent not inconsistent with the
         terms thereof;

                (g)   to direct the Trustee in the investment of the Trust Fund;

                (h)   to employ counsel, accountants and other consultants to
         aid in exercising its powers and carrying out its duties under the
         Plan;

                (i)   to hear and decide any claims with respect to Participant
         rights and benefits under the Plan, and to establish claims procedures,
         if any, that the Committee in its sole discretion determines are
         advisable; and

                (j)   to perform any other acts necessary and proper for the
         conduct of its affairs and the administration of the Plan, except those
         reserved by the Board.

         6.3 Determinations by Committee. The Committee shall interpret and
construe the Plan and the Option Agreements, and its interpretations and
determinations shall be conclusive and binding on all Participants,
Beneficiaries, Permitted Transferees, and any other persons claiming an interest
under the Plan or any Option Agreement. The Committee's interpretations and
determinations under the Plan and the Option Agreements need not be uniform and
may be made by them selectively among Participants, Beneficiaries, Permitted
Transferees, and any other persons whether or not they are similarly situated.
The failure of the Committee to strictly enforce the terms and conditions of the
Plan or any Option Agreement shall not constitute a waiver of any provision of
the Plan or the Option Agreement. The terms and conditions of the Plan and the
Option Agreement shall be the exclusive sources for determining the rights of
Participants, Beneficiaries, Permitted Transferees, or other persons claiming an
interest under the Plan or an Option Agreement.

         6.4 Indemnification of the Committee. The Employer shall indemnify and
hold harmless each member of the Committee (including any person to whom the
Committee delegates authority with respect to the Plan under Section 6.1)
against any and all expenses and liabilities arising out of such member's action
or failure to act in such capacity, excepting only expenses and liabilities
arising out of such member's own willful misconduct or gross negligence.

         (a) Expenses and liabilities against which a member of the Committee is
indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees and related charges reasonably
incurred in connection with a claim asserted or a proceeding brought against him
or the settlement thereof, provided that the Employer shall not be liable for
any settlement to which it does not consent but such consent shall not be
unreasonably withheld.

         (b) This right of indemnification shall be in addition to any other
rights to which any member of a Committee may be entitled.

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         (c) The Employer may, at its own expense, settle any claim asserted or
proceeding brought against any member of a Committee when such settlement
appears to be in the best interests of the Employer, provided that such
settlement includes a complete release from liability of such member.

The provisions of this Section 6.4 are for the benefit of each member of the
Committee, his or her heirs, successors and assigns and as to each such member
shall survive the termination of his service as such. Any amendment of this
Section 6.4 shall not materially impair the rights of members and former members
of the Committee thereunder as to any period prior to such amendment.

         6.5  Expenses of the Committee.  All reasonable expenses of the
Committee shall be paid by the Employer.

                                   ARTICLE VII

                                Trust Provisions

         7.1 Establishment of the Trust. One or more Trusts shall be established
to hold all Mutual Fund Shares that are purchased by the Trustee upon the
direction of the Employer pursuant to Section 3.4. Except as otherwise provided
in the Trust Agreement, the Trust shall be irrevocable and no portion of the
Trust Fund shall be used for any purpose other than the delivery of Mutual Fund
Shares pursuant to the exercise of an Option, and the payment of expenses of the
Plan and Trust.

         7.2 Trust Status. The Trust is intended to be a grantor trust, within
the meaning of section 671 of the Code, of which the Employer is the grantor,
and this Plan is to be construed in accordance with that intention.
Notwithstanding any other provision of this Plan, the Trust Fund shall remain
the property of the Employer and shall be subject to the claims of its creditors
in the event of its bankruptcy or insolvency. No Participant shall have any
priority claim on the Trust Fund or any security interest or other right
superior to the rights of a general creditor of the Employer.

                                  ARTICLE VIII

                            Miscellaneous Provisions

         8.1 Headings. The headings of Articles, Sections and Paragraphs are
solely for convenience of reference. If there is any conflict between such
headings and the text of this Plan, the text shall control.

         8.2 Gender.  Unless the context clearly requires a different meaning,
all pronouns shall refer indifferently to persons of any gender.

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         8.3 Singular and Plural. Unless the context clearly requires a
different meaning, singular terms shall also include the plural and vice versa.

         8.4 Governing Law. Except to the extent preempted by federal law, the
construction and operation of the Plan shall be governed by the laws of the
State of Minnesota without regard to the choice of law principles of such state.

         8.5 Severability. If any provision of this Plan is held illegal or
invalid by any court or governmental authority for any reason, the remaining
provisions shall remain in full force and effect and shall be construed and
enforced in accordance with the purposes of the Plan as if the illegal or
invalid provision did not exist.

         8.6 No Obligation to Exercise. The granting of an Option shall impose
no obligation upon a Participant to exercise such Option.

         8.7 No Rights of Shareholder. Neither a Participant, nor a Beneficiary,
nor a Permitted Transferee shall be, or shall have any of the rights and
privileges of, a shareholder with respect to any Mutual Fund Shares able to be
purchased or issued upon the exercise of an Option, prior to the date of
exercise of such Option.

         8.8 No Right to Continued Service. Nothing contained in the Plan shall
be deemed to give any person the right to be retained in the service of the
Employer, or to interfere with the right of the Employer to discharge any person
at any time without regard to the effect that such discharge shall have upon
such person's rights or potential rights, if any, under the Plan. The provisions
of the Plan are in addition to, and not a limitation on, any rights that a
Participant may have by reason of any employment or other agreement with the
Employer.

         8.9 Notices. Unless otherwise specified in an Option Agreement, any
notice to be provided under the Plan to the Committee shall be mailed (by
certified mail, postage prepaid) or delivered to the Committee in care of the
Employer at its executive offices, and any notice to the Participant shall be
mailed (by certified mail, postage prepaid) or delivered to the Participant at
the current address shown on the payroll records of the Employer. No notice
shall be binding on the Committee until received by the Committee.

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