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                                                                   EXHIBIT 10.30

                             LIFE TIME FITNESS, INC.
                          2004 LONG-TERM INCENTIVE PLAN
                        (EFFECTIVE AS OF APRIL 30, 2004)

1. PURPOSES.

     The purposes of this Plan are to provide long-term incentives to those
persons with responsibility for the success and growth of Life Time Fitness,
Inc. (the "Company") and its subsidiaries, divisions and affiliated businesses,
to associate the interests of such persons with those of the Company's
shareholders, to assist the Company in recruiting, retaining and motivating a
diverse group of employees, consultants, advisors and non-employee directors on
a competitive basis, and to ensure a pay-for-performance linkage for such
employees and outside directors.

2. DEFINITIONS

     For purposes of this Plan:

     (a) "Affiliate" means any corporation that is a "parent corporation" or
"subsidiary corporation" of the Company, as those terms are defined in Code
Sections 424(e) and 424(f), or any successor provisions, and, for purposes other
than the grant of Incentive Stock Options, any joint venture in which the
Company or such "parent corporation" or "subsidiary corporation" owns an equity
interest.

     (b) "Award" or "Awards" means a grant under this Plan in the form of
Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units,
Performance Awards, or any or all of them.

     (c) "Award Agreement" means any written or electronic agreement contract or
other instrument or document evidencing the grant of an Award, which may but is
not required to be signed by a Participant, in such form and including such
terms as the Committee in its sole discretion shall determine.

     (d) "Board" means the Board of Directors of the Company.

     (e) "Cause" means, unless otherwise defined in an Individual Agreement, (i)
dishonesty or violation of any duty owed to the Company; (ii) conviction of a
felony crime; (iii) any material act or omission involving willful malfeasance
or gross negligence in the performance of duties to the Company; (iv) willful
damage to the Company's business and/or relationships with customers or
suppliers; and, (v) failure, refusal or inability to perform duties in
accordance with the directions, policies, and practices of the Company. The
Committee shall, unless otherwise provided in an Individual Agreement with the
Participant have the sole discretion to determine whether "Cause" exists, and
its determination shall be final.

     (f) "Change in Control" is defined in Section 11(b).

     (g) "Code" means the Internal Revenue Code of 1986, as amended.

     (h) "Committee" means the Compensation Committee of the Board.

     (i) "Common Stock" means the common stock, par value $.02 per share, of the
Company.


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     (j) "Effective Date" shall have the meaning set forth in Section 13.

     (k) "Eligible Participants" means any of the following individuals who is
designated by the Committee as eligible to receive Awards, subject to the
conditions set forth in this Plan: any officer, employee, non-employee director,
consultant or advisor of the Company or its Affiliates. The term employee does
not include any individual who is not, as of the grant date of an Award,
classified by the Company or any Affiliate as an employee on its corporate books
and records even if that individual is later reclassified (by the Company, such
Affiliate, any court or any governmental or regulatory agency) as an employee as
of the grant date. Except when referring to ISOs, all references in this Plan to
"employee," "employment" or similar words shall, with respect to consultants or
advisors, refer to the consulting or advisory services provided by such
consultants or advisors to the Company and shall, with respect to Non-Employee
Directors, refer to service as a member of the Board.

     (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time and any successor thereto.

     (m) "Fair Market Value" on any date means:

          (i)  the closing price of the stock as reported for composite
               transactions, if the Company's Common Stock is then traded on a
               national securities exchange;

          (ii) the average of the closing representative bid and asked prices of
               the Company's Common Stock as reported on NASDAQ on the date as
               of which fair market value is being determined; or

          (iii) if the Common Stock of the Company is not publicly traded on the
               date of grant of any Award under this Plan, the Committee shall
               make a good faith attempt to determine the fair market value of a
               share of Common Stock using such criteria as it shall determine,
               in its sole discretion, to be appropriate for valuation.

     (n) "Individual Agreement" means an employment, consulting or similar
written agreement between a Participant and the Company or any one of its
Affiliates.

     (o) "ISO" means an Option satisfying the requirements of Section 422 of the
Code and designated by the Committee as an ISO.

     (p) "Non-Employee Director" means a member of the Board who is not an
employee of the Company.

     (q) "NQSO" or "Non-Qualified Stock Option" means any Option that is not
designated as an ISO or even if so designated does not qualify as an ISO on or
subsequent to its grant date.

     (r) "Options" means the right to purchase shares of Common Stock at a
specified price for a specified period of time. (s) "Option Exercise Price"
means the purchase price per share of Common Stock covered by an Option granted
pursuant to this Plan.

     (t) "Participant" means an individual who has received an Award under this
Plan.

     (u) "Performance Awards" means an Award of Performance Shares or
Performance Units based on the achievement of Performance Goals during a
Performance Period.


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     (v) "Performance Based Exception" means the performance-based exception set
forth in Code Section 162(m)(4)(C) from the deductibility limitations of Code
Section 162(m).

     (w) "Performance Goals" means the goals established by the Committee under
Section 7(d).

     (x) "Performance Measures" means the criteria set out in Section 7(d) that
may be used by the Committee as the basis for a Performance Goal.

     (y) "Performance Period" means the period established by the Committee
during which the achievement of Performance Goals is assessed in order to
determine whether and to what extent a Performance Award has been earned.

     (z) "Performance Shares" means shares of Common Stock awarded to a
Participant based on the achievement of Performance Goals during a Performance
Period.

     (aa) "Performance Units" means an Award denominated in shares of Common
Stock, cash or a combination thereof, as determined by the Committee, awarded to
a Participant based on the achievement of Performance Goals during a Performance
Period.

     (bb) "Plan" means the Life Time Fitness, Inc. 2004 Long-Term Incentive
Plan, as amended and restated from time to time.

     (cc) "Restriction Period" means, with respect to Restricted Shares or
Restricted Share Units, the period during which any restrictions set by the
Committee remain in place. Restrictions remain in place until such time as they
have lapsed under the terms and conditions of the Restricted Shares or
Restricted Share Units or as otherwise determined by the Committee.

     (dd) "Restricted Shares" means shares of Common Stock that may not be
traded or sold until the date that the restrictions on transferability imposed
by the Committee with respect to such shares have lapsed.

     (ee) "Restricted Share Units" means the right, as described in Section
7(c), to receive an amount, payable in either cash or shares of Common Stock,
equal to the value of a specified number of shares of Common Stock.

     (ff) "Retirement" with respect to a Non-Employee Director shall mean
termination from the Board after such Non-Employee Director shall have attained
at least age 70 or after such Non-Employee Director shall have satisfied the
criteria for Retirement established by the Committee from time to time.

     (gg) "Stock Appreciation Rights" or "SARs" means the right to receive the
difference between the Fair Market Value of a share of Common Stock on the grant
date and the Fair Market Value of a share of Common Stock on the date the Stock
Appreciation Right is exercised.

     (hh) "Total Disability" shall have the meaning set forth in the long-term
disability program of the Company, unless otherwise defined in an Individual
Agreement.

3. ADMINISTRATION OF THIS PLAN.

     (a) Authority of Committee. This Plan shall be administered by the
Committee, which shall have all the powers vested in it by the terms of this
Plan, such powers to include the authority (within the limitations described
herein):

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          o    to select the persons to be granted Awards under this Plan,

          o    to determine the type, size and terms of Awards to be made to
               each person selected,

          o    to determine the time when Awards are to be made and any
               conditions which must be satisfied before an Award is made,

          o    to establish objectives and conditions for earning Awards,

          o    to determine whether an Award shall be evidenced by an agreement
               and, if so, to determine the terms of such agreement (which shall
               not be inconsistent with this Plan) and who must sign such
               agreement,

          o    to determine whether the conditions for earning an Award have
               been met and whether an Award will be paid at the end of the
               Performance Period,

          o    to determine if and when an Award may be deferred,

          o    to determine the guidelines and/or procedures for the payment or
               exercise of Awards, and

          o    to determine whether an Award should qualify, regardless of its
               amount, as deductible in its entirety for federal income tax
               purposes, including whether any Awards granted under this Plan
               comply with the Performance Based Exception under Code Section
               162(m).

     (b) Interpretation of Plan. The Committee shall have full power and
authority to administer and interpret this Plan and to adopt or establish such
rules, regulations, agreements, guidelines, procedures and instruments, which
are not contrary to the terms of this Plan and which, in its opinion, may be
necessary or advisable for the administration and operation of this Plan. The
Committee's interpretations of this Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all parties concerned, including
the Company, its shareholders and any person receiving an Award under this Plan.

     (c) Delegation of Authority. To the extent not prohibited by law, the
Committee may (i) delegate its authority and administrative powers hereunder to
a subcommittee, (ii) allocate all or any portion of its responsibilities and
powers to any one or more of its members and, (iii) grant authority to employees
or designate employees of the Company to execute documents on behalf of the
Committee or to otherwise assist the Committee in the administration and
operation of this Plan, provided that no such delegation may be made that would
cause Awards or other transactions under this Plan to cease to be exempt from
Section 16(b) of the Exchange Act or cause an Award intended to qualify for the
Performance Based Exception to case to qualify for such exception. Any such
allocation or delegation may be revoked by the Committee at any time.

     (d) Section 162(m) and Rule 16b-3 Compliance. In the case of any grants
made to insiders or Awards that are intended to qualify for the Performance
Based Exception, the Committee shall delegate its authority to a subcommittee
composed solely of two or more directors who qualify as an "independent
director" within the meaning of the applicable stock exchange, as an "outside
director" within the meaning of Section 162(m) of the Code, and as a
"non-employee director" within the meaning of Rule 16b-3.


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4. ELIGIBILITY.

     Awards may be granted under this Plan to Eligible Participants.

5. SHARES OF COMMON STOCK SUBJECT TO THIS PLAN.

     (a) Authorized Number of Shares. Unless otherwise authorized by the
Company's shareholders and subject to the provisions of this Section 5 and
Section 10, the maximum aggregate number of shares of Common Stock available for
issuance under this Plan shall be 3,500,000. Subject to the provisions of this
Section 5 and Section 10, the maximum number of shares of Common Stock that may
be issued pursuant to Options intended to be ISO's shall be 3,500,000 shares.

     (b) Share Counting. The following shall apply in determining the number of
shares remaining available for grant under this Plan:

          (i)  In connection with the granting of an Option or other Award
               (other than a Performance Unit denominated in dollars), the
               number of shares of Common Stock available for issuance under
               this Plan shall be reduced by the number of shares in respect of
               which the Option or Award is granted or denominated; provided,
               however, that, in the case of Stock Appreciation Rights granted
               in tandem with Options (so that only one may be exercised with
               the other terminating upon such exercise), the number of shares
               of Common Stock shall only be taken into account once (and not as
               to both Awards) for purposes of this Section 5 and the
               limitations hereunder; and provided further where a SAR is
               settled in shares of Common Stock, the number of shares of Common
               Stock available for issuance under this Plan shall be reduced
               only by the number of shares issued in such settlement.

          (ii) If any Option is exercised by tendering shares of Common Stock to
               the Company as full or partial payment of the exercise price, the
               number of shares available for issuance under this Plan shall be
               increased by the number of shares so tendered.

         (iii) Whenever any outstanding Option or other Award (or portion
               thereof) expires, is cancelled, is settled in cash or is
               otherwise terminated for any reason without having been exercised
               or payment having been made in respect of the entire Option or
               Award, the shares allocable to the expired, cancelled, settled or
               otherwise terminated portion of the Option or Award may again be
               the subject of Options or Awards granted under this Plan.

         (iv)  Awards granted through the assumption of, or in substitution
               for, outstanding awards previously granted to individuals who
               become employees as a result of a merger, consolidation,
               acquisition or other corporate transaction involving the Company
               as a result of an acquisition will not count against the reserve
               of available shares under this Plan. The terms and conditions of
               the substitute or assumed Awards may vary from the terms and
               conditions set forth in this Plan to the extent the Committee at
               the time of the grant may deem appropriate to conform, in whole
               or in part, to the provisions of the Awards in substitution for
               which they are granted.

     (c) Shares to be Delivered. Shares of Common Stock to be delivered by the
Company under this Plan shall be determined by the Committee and may consist in
whole or in part of authorized but unissued shares or shares acquired on the
open market.


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     (d) Fractional Shares. No fractional shares of Common Stock may be issued
under this Plan; however, cash shall be paid in lieu of any fractional shares in
settlement of an Award.

6. AWARD LIMITATIONS.

     The maximum number of Options, SARs and Restricted Shares that can be
granted to any Eligible Participant during a single calendar year cannot exceed
750,000. The maximum per Eligible Participant, per calendar year amount of
Awards other than Options, SARs and Restricted Shares shall not exceed two (2)
times the Eligible Participant's base salary. The maximum Award that may be
granted to any Eligible Participant for a Performance Period greater than one
year shall not exceed the foregoing annual maximum multiplied by the number of
full years in the Performance Period.

7. AWARDS TO ELIGIBLE PARTICIPANTS.

     (a) Options.

          (i)  Grants. Subject to the terms and provisions of this Plan, Options
               may be granted to Eligible Participants. Options may consist of
               ISOs or NQSOs, as the Committee shall determine. Options may be
               granted alone or in tandem with SARs. With respect to Options
               granted in tandem with SARs, the exercise of either such Options
               or such SARs will result in the simultaneous cancellation of the
               same number of tandem SARs or Options, as the case may be. The
               grant of an Option shall occur on the date the Committee by
               resolution selects a Participant to receive a grant of an Option,
               determines the number of shares of Common Stock to be subject to
               such Option to be granted to such Participant and specifies the
               terms and provisions of the Option. The Company shall notify a
               Participant of any grant of an Option, and such Award shall be
               confirmed by, and subject to the terms of, an Award Agreement.

          (ii) Option Exercise Price. The Option Exercise Price shall be equal
               to or greater than the Fair Market Value on the date the Option
               is granted, unless the Option was granted through the assumption
               of, or in substitution for, outstanding awards previously granted
               to individuals who became employees of the Company or any
               Affiliate as a result of a merger, consolidation, acquisition or
               other corporate transaction involving the Company or such
               Affiliate.

          (iii) ISO Limits. ISOs may only be granted to employees of the Company
               and its Affiliates and may only be granted to an employee who, at
               the time the Option is granted, does not own stock possessing
               more than ten percent (10%) of the total combined voting power of
               all classes of stock of the Company or any Affiliate. The
               aggregate Fair Market Value of all shares with respect to which
               ISOs are exercisable by a Participant for the first time during
               any year shall not exceed $100,000; provided, however, that any
               Options or portions thereof that exceed such limit shall be
               treated as NQSOs notwithstanding any other provisions of the
               Award Agreement, but only to the extent of such excess. The
               aggregate Fair Market Value of such shares shall be determined at
               the time the Option is granted.

          (iv) No Repricing. Except for adjustments made pursuant to Section 10,
               the Option Exercise Price for any outstanding Option granted
               under this Plan may not be decreased after the date of grant nor
               may any outstanding Option granted under this Plan be surrendered
               to the Company as consideration for the grant of a new Option
               with a lower Option Exercise Price or otherwise be subject to any
               action that would be treated, for accounting purposes, as a
               "repricing" of such Option without the approval of the Company's
               shareholders.


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          (v)  Buy Out of Option Gains. In the event of a Change of Control, the
               Committee shall have the right to elect, in its sole discretion
               and without the consent of the holder thereof, to cancel such
               Option and to cause the Company to pay to the Participant the
               excess of the Fair Market Value of the shares of Common Stock
               covered by such Option over the Option Exercise Price of such
               Option at the date the Committee provides written notice (the
               "Buy Out Notice") of its intention to exercise such right.
               Buyouts pursuant to this provision shall be effected by the
               Company as promptly as possible after the date of the Buy Out
               Notice. Payments of buy out amounts may be made in cash, in
               shares of Common Stock, or partly in cash and partly in Common
               Stock, as the Committee deems advisable. To the extent payment is
               made in shares of Common Stock, the number of shares shall be
               determined by dividing the amount of the payment to be made by
               the Fair Market Value of a share of Common Stock at the date of
               the Buy Out Notice. Notwithstanding the foregoing, the Committee
               shall have the right to elect, in its sole discretion and without
               the consent of the holder thereof, to cancel vested but
               unexercised Options and to cause the Company to pay to the
               Participant the excess of the Fair Market Value of the shares of
               Common Stock covered by such Options over the Option Exercise
               Price of such Options at the date the Committee provides the Buy
               Out Notice, so long as the Committee takes such action with
               respect to all vested but unexercised Options outstanding at the
               time the Committee elects to exercises such right.

     (b) Stock Appreciation Rights.

          (i)  Grants. Subject to the terms and provisions of this Plan, SARs
               may be granted to Eligible Participants. SARs may be granted
               alone or in tandem with Options. With respect to SARs granted in
               tandem with Options, the exercise of either such Options or such
               SARs will result in the simultaneous cancellation of the same
               number of tandem SARs or Options, as the case may be.

          (ii) Purchase Price. The purchase price per share of Common Stock
               covered by a SAR granted pursuant to this Plan shall be equal to
               or greater than Fair Market Value on the date the SAR is granted,
               unless the SAR was granted through the assumption of, or in
               substitution for, outstanding awards previously granted to
               individuals who became employees of the Company of any Affiliate
               as a result of a merger, consolidation, acquisition or other
               corporate transaction involving the Company or such Affiliate.

          (iii) Form of Payment. The Committee may authorize payment of a SAR in
               the form of cash, Common Stock valued at its Fair Market Value on
               the date of the exercise, a combination thereof, or by any other
               method as the Committee may determine.

          (iv) No Repricing. Except for adjustments pursuant to Section 10, in
               no event may any Stock Appreciation Right granted under this Plan
               be amended to decrease the purchase price per share of Common
               Stock covered thereby, cancelled in conjunction with the grant of
               any new Stock Appreciation Right with a lower purchase price per
               share, or otherwise be subject to any action that would be
               treated, for accounting purposes, as a "repricing" of such Stock
               Appreciation Right, without the approval of the Company's
               shareholders.

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     (c) Restricted Shares / Restricted Share Units.

          (i)  Grants. Subject to the terms and provisions of this Plan,
               Restricted Shares or Restricted Share Units may be granted to
               Eligible Participants.

          (ii) Restrictions. The Committee shall impose such terms, conditions
               and/or restrictions on any Restricted Shares or Restricted Share
               Units granted pursuant to this Plan as it may deem advisable
               including, without limitation: a requirement that Participants
               pay a stipulated purchase price for each Restricted Share or each
               Restricted Share Unit; restrictions based upon the achievement of
               specific performance goals (Company-wide, divisional, and/or
               individual); time-based restrictions on vesting; and/or
               restrictions under applicable Federal or state securities laws.
               Unless otherwise determined by the Committee at the time of
               grant, any time-based restriction period shall be for a minimum
               of three years. To the extent the Restricted Shares or Restricted
               Share Units are intended to be deductible under Code Section
               162(m), the applicable restrictions shall be based on the
               achievement of Performance Goals over a Performance Period, as
               described in Section 7(d) below.

          (iii) Payment of Units. Restricted Share Units that become payable in
               accordance with their terms and conditions shall be settled in
               cash, shares of Common Stock, or a combination of cash and
               shares, as determined by the Committee.

          (iv) No Disposition During Restriction Period. During the Restriction
               Period, Restricted Shares may not be sold, assigned, transferred
               or otherwise disposed of, or mortgaged, pledged or otherwise
               encumbered. In order to enforce the limitations imposed upon the
               Restricted Shares, the Committee may (a) cause a legend or
               legends to be placed on any certificates relating to such
               Restricted Shares, and/or (b) issue "stop transfer" instructions,
               to its transfer agent as it deems necessary or appropriate.

          (v)  Dividend and Voting Rights. Unless otherwise determined by the
               Committee, during the Restriction Period, Participants who hold
               Restricted Shares and Restricted Share Units shall have the right
               to receive dividends in cash or other property or other
               distribution or rights in respect of such shares, and
               Participants who hold Restricted Shares shall have the right to
               vote such shares as the record owner thereof. Unless otherwise
               determined by the Committee, any dividends payable to a
               Participant during the Restriction Period shall be distributed to
               the Participant only if and when the restrictions imposed on the
               applicable Restricted Shares or Restricted Share Units lapse.

          (vi) Share Certificates. Each certificate issued for Restricted Shares
               shall be registered in the name of the Participant and deposited
               with the Company or its designee. At the end of the Restriction
               Period, a certificate representing the number of shares to which
               the Participant is then entitled shall be delivered to the
               Participant free and clear of the restrictions. No certificate
               shall be issued with respect to a Restricted Share Unit unless
               and until such unit is paid in shares of Common Stock.


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     (d) Performance Awards.

          (i)  Grants. Subject to the provisions of this Plan, Performance
               Awards consisting of Performance Shares or Performance Units may
               be granted to Eligible Participants. Performance Awards may be
               granted either alone or in addition to other Awards made under
               this Plan.

          (ii) Performance Goals. Unless otherwise determined by the Committee,
               Performance Awards shall be conditioned on the achievement of
               Performance Goals (which shall be based on one or more
               Performance Measures, as determined by the Committee) over a
               Performance Period. The Performance Period shall be one year,
               unless otherwise determined by the Committee.

          (iii) Performance Measures. The Performance Measure(s) to be used for
               purposes of Performance Awards may be described in terms of
               objectives that are related to the individual Participant or
               objectives that are Company-wide or related to a subsidiary,
               division, department, region, function, business unit or
               Affiliate of the Company in which the Participant is employed,
               and may consist of one or more or any combination of the
               following criteria: stock price, market share, sales revenue,
               cash flow, sales volume, earnings per share, EBITDA, pre-tax
               income, return on equity, return on assets, return on sales,
               return on invested capital, economic value added, net earnings,
               total shareholder return, gross margin, and/or costs. The
               Performance Goals based on these Performance Measures may be made
               relative to the performance of other corporations. The
               Performance Measures to be used for Performance Awards that are
               not intended to satisfy the conditions for the Performance Based
               Exception under Code Section 162(m) may consist of other criteria
               determined by the Committee.

          (iv) Extraordinary Events. At, or at any time after, the time an Award
               is granted, and to the extent permitted under Code Section 162(m)
               and the regulations thereunder without adversely affecting the
               treatment of the Award under the Performance Based Exception, the
               Committee may provide for the manner in which performance will be
               measured against the Performance Goals (or may adjust the
               Performance Goals) to reflect the impact of specific corporate
               transactions, accounting or tax law changes and other
               extraordinary and nonrecurring events.

          (v)  Interpretation. With respect to any Award that is intended to
               satisfy the conditions for the Performance Based Exception under
               Code Section 162(m): (A) the Committee shall interpret this Plan
               and this Section 7 in light of Code Section 162(m) and the
               regulations thereunder; (B) the Committee shall have no
               discretion to amend the Award in any way that would adversely
               affect the treatment of the Award under Code Section 162(m) and
               the regulations thereunder; and (C) such Award shall not be paid
               until the Committee shall first have certified that the
               Performance Goals have been achieved.

     (e) Other Stock-Based Awards. The Committee is hereby authorized to grant
to Eligible Participants, subject to the terms of this Plan, such other Awards
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, shares of Common Stock (including, without
limitation, securities convertible into shares of Common Stock), as are deemed
by the Committee to be consistent with the purpose of this Plan. Shares of
Common Stock or other securities delivered pursuant to a purchase right granted
under this Section 7(e) shall be purchased for such consideration, which may be


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paid by such method or methods and in such form or forms (including, without
limitation, cash, shares of Common Stock, other securities, other Awards or
other property or any combination thereof), as the Committee shall determine,
the value of which consideration, as established by the Committee, shall not be
less than 100% of the Fair Market Value of such shares of Common Stock or other
securities as of the date such purchase right is granted, unless otherwise
determined by the Committee.

     (f) Dividend Equivalents. The Committee is hereby authorized to grant
dividend equivalents to Eligible Participants under which the Participant shall
be entitled to receive payments (in cash, shares of Common Stock, other
securities, other Awards or other property as determined in the discretion of
the Committee) equivalent to the amount of cash dividends paid by the Company to
holders of shares of Common Stock with respect to a number of shares of Common
Stock determined by the Committee. Subject to the terms of this Plan, such
dividend equivalents may have such terms and conditions as the Committee shall
determine.

     (g) Termination of Awards. Unless otherwise provided in an Award Agreement,
Awards shall terminate in accordance with this Section 7(g).

          (i)  Options and SARs Granted to Eligible Participants. Each Option
               and SAR granted to an Eligible Participant pursuant to this
               Section 7 shall terminate:

               If the Participant is then living, at the earliest of the
               following times:

               (A)  ten (10) years after the date of grant of the Option or SAR,
                    except in the event of death or Total Disability as provided
                    below;

               (B)  ninety (90) days after termination of employment with the
                    Company or any Affiliate other than termination because of
                    death or Total Disability or through discharge for Cause;
                    provided, however, that if any Option or SAR is not fully
                    exercisable at the time of such termination of employment,
                    such Option or SAR shall expire on the date of such
                    termination of employment to the extent not then
                    exercisable;

               (C)  immediately upon termination of Participant's employment
                    through discharge for Cause; or

               (D)  any other time set forth in the Award Agreement describing
                    and setting the terms of the Award.

                    In the event of death or Total Disability of the Participant
                    while employed by the Company or any Affiliate, or if no
                    longer so employed such Participant dies prior to
                    termination of the entire Option or SAR under Section
                    7(g)(i)(B) or (D) hereof, the Participant's Option or SAR
                    shall become exercisable in full on the date of such death
                    or Total Disability and shall remain exercisable for a
                    minimum period of one (1) year after the date of death or
                    Total Disability, unless it terminates earlier pursuant to
                    Section 7(g)(i)(A) or (D). To the extent an Option or SAR is
                    exercisable after the death of the Participant, it may be
                    exercised by the person or persons to whom the Participant's
                    rights under the agreement have passed by will or by the
                    applicable laws of descent and distribution and to the
                    extent an Option or SAR is exercisable after the Total
                    Disability of the Participant who is incompetent, it may be
                    exercised by the Participant's legal representative.


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               (ii) Restricted Shares and Restricted Share Units. Unless
                    otherwise provided in the related Award Agreement, in the
                    case of a Participant's death or Total Disability, the
                    Participant shall be entitled to receive a number of shares
                    of Common Stock under outstanding Restricted Shares, or in
                    the case of Restricted Share Units, an amount of cash or
                    number of shares of Common Stock, that has been prorated for
                    the portion of the term of the Award during which the
                    Participant was employed by the Company or any Affiliate,
                    and, with respect to any shares, all restrictions shall
                    lapse. Any Restricted Shares or Restricted Share Units as to
                    which the restrictions do not lapse under the preceding
                    sentence shall terminate at the date of the Participant's
                    termination of employment and such Restricted Shares or
                    Restricted Share Units shall be forfeited to the Company;
                    provided, however, that Awards of Restricted Shares or
                    Restricted Share Units subject to Performance Measures shall
                    be treated the same as Performance Awards according to
                    Section 7(g)(iii).

              (iii) Performance Awards. If a Participant's employment or other
                    relationship with the Company or any Affiliate terminates
                    during a Performance Period applicable to a Performance
                    Award because of death or Total Disability, or under other
                    circumstances provided by the Committee in its discretion in
                    the related Award Agreement or otherwise, the Participant,
                    unless the Committee shall otherwise provide in the Award
                    Agreement, shall be entitled to a payment with respect to
                    such Performance Awards at the end of the Performance Period
                    based upon the extent to which achievement of the
                    Performance Measures was satisfied at the end of such period
                    (as determined at the end of the Performance Period) and
                    prorated for the portion of the Performance Period during
                    which the Participant was employed by the Company or any
                    Affiliate. Except as provided in this paragraph, if a
                    Participant's employment with the Company or any Affiliate
                    terminates during a Performance Period, then such
                    Participant shall not be entitled to any payment with
                    respect to that Performance Award.


8. AWARDS TO NON-EMPLOYEE DIRECTORS.

     (a) Awards. Non-Employee Directors are eligible to receive any and all
types of Awards under this Plan other than ISOs. The Board must approve all
Awards to Non-Employee Directors. Any Award to a Non-Employee Director shall be
subject to the terms of Section 7 of this Plan, provided that to the extent the
provisions of this Section 8 conflict with the terms of Section 7, this Section
8 shall prevail with respect to Awards to Non-Employee Directors.

     (b) Death, Total Disability and Retirement. In the event of the death,
Total Disability or Retirement of a Non-Employee Director prior to the granting
of an Award in respect of the fiscal year in which such event occurred, an Award
may, in the discretion of the Board, be granted in respect of such fiscal year
to the retired or disabled Non-Employee Director or his or her estate. If any
Non-Employee Director ceases to be a member of the Board for any reason other
than death, Total Disability or Retirement prior to the granting of an Award in
respect of the fiscal year in which such event occurred, his or her rights to
any Award in respect of the fiscal year during which such cessation occurred
will terminate unless the Board determines otherwise.

     (c) Terms of Awards Granted to Non-Employee Directors.

          (i)  Each Option granted to a Non-Employee Director shall have an
               Option Exercise Price equal to the Fair Market Value on the grant
               date.


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<PAGE>


          (ii) Each Option granted to a Non-Employee Director shall vest in
               accordance with the terms of an Award Agreement and shall have a
               term of ten years.

         (iii) In the event a Non-Employee Director terminates membership on
               the Board prior to the vesting date, or lapsing of any
               restrictions, of an Award, then (A) if such termination is the
               result of such Non-Employee Director's death, Total Disability or
               Retirement, such Award shall immediately vest or, as applicable,
               the restrictions shall lapse, and, in the case of Options, be
               exercisable, and (B) if such termination is the result of an
               event other than death, Total Disability or Retirement, such
               Award shall immediately terminate and expire.

          (iv) No Options granted to a Non-Employee Director may be exercised
               after he or she ceases to be a member of the Board, except that:
               (A) if such cessation occurs by reason of death, the Options then
               held by the Non-Employee Director may be exercised by his or her
               designated beneficiary (or, if none, his or her legal
               representative) until the expiration of such Options in
               accordance with the terms hereof; (B) if such cessation occurs by
               reason of the Non-Employee Director incurring a Total Disability,
               the Options then held by the Non-Employee Director may be
               exercised by him or her until the expiration of such Options in
               accordance with its terms; and (C) if such cessation occurs by
               reason of the Non-Employee Director's Retirement, the Options
               then held by the Non-Employee Director may be exercised by him or
               her until the expiration of such Options in accordance with the
               terms hereof.

     (d) Exercise of Options Granted to Non-Employee Directors.

          (i)  To exercise an Option, a Non-Employee Director must provide to
               the Company (A) a written notice specifying the number of Options
               to be exercised and (B) to the extent applicable, any required
               payments due upon exercise.

          (ii) Non-Employee Directors may exercise Options under either of the
               following methods:

               (A)  Cashless Exercise. To the extent permitted by law,
                    Non-Employee Directors may exercise Options through a
                    registered broker-dealer pursuant to cashless exercise
                    procedures that are, from time to time, approved by the
                    Committee. Proceeds from any such exercise shall be used to
                    pay the exercise costs, which include the Option Exercise
                    Price, applicable taxes and brokerage commissions. Any
                    remaining proceeds from the sale shall be delivered to the
                    Non-Employee Director in cash or stock, as specified by the
                    Non-Employee Director.

               (B)  Standard Exercise. Non-Employee Directors may exercise
                    Options by paying to the Company an amount in cash from his
                    or her own funds equal to the Option Exercise Price and any
                    taxes required at exercise. A certificate representing the
                    shares of Common Stock that the Non-Employee Director
                    purchased shall be delivered to him or her only after the
                    Option Exercise Price and the applicable taxes have been
                    paid.

9. DEFERRED PAYMENTS.

     Subject to the terms of this Plan, the Committee may determine that all or
a portion of any Award to a Participant, whether it is to be paid in cash,
shares of Common Stock or a combination thereof, shall be deferred or may, in
its sole discretion, approve deferral elections made by Participants. Deferrals
shall be for such periods and upon such terms as the Committee may determine in
its sole discretion.

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<PAGE>


10. DILUTION AND OTHER ADJUSTMENTS.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, combination or exchange of shares
or other change in corporate structure affecting any class of Common Stock, the
Committee may, but shall not be required to, make such adjustments in the class
and aggregate number of shares which may be delivered under this Plan as
described in Section 5, the individual award maximums under Section 6, the
class, number, and Option Exercise Price of outstanding Options and the class
and number of shares subject to any other Awards granted under this Plan
(provided the number of shares of any class subject to any Award shall always be
a whole number), as may be determined to be appropriate by the Committee, and
any such adjustment may, in the sole discretion of the Committee, take the form
of Options covering more than one class of Common Stock. Such adjustment shall
be conclusive and binding for all purposes of this Plan.

11. CHANGE IN CONTROL.

     (a) Impact of Change in Control. Notwithstanding any other provision of
this Plan to the contrary, unless otherwise provided by the Committee in any
Award Agreement, in the event of a Change in Control:

          (i)  Any Options and SARs outstanding as of the date of such Change in
               Control, and which are not then exercisable and vested, shall
               become fully exercisable and vested.

          (ii) The restrictions and deferral limitations applicable to any
               Restricted Shares and Restricted Share Units shall lapse, and
               such Restricted Shares and Restricted Share Units shall become
               free of all restrictions and become fully vested.

          (iii) All Performance Awards shall be considered to be earned and
               payable in full, and any deferral or other restriction shall
               lapse and such Performance Awards shall be settled in cash or
               shares of Common Stock, as determined by the Committee, as
               promptly as is practicable.

          (iv) All restrictions on other Awards shall lapse and such Awards
               shall become free of all restrictions and become fully vested.

     (b) Definition. "Change in Control" means (i) a change in the composition
of the Board such that the individuals who, as of the Effective Date (as defined
below), constitute the Board (such Board shall be hereinafter referred to as the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, for purposes of this definition, that any individual
who becomes a member of the Board subsequent to the Effective Date, whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of those individuals who are members of the
Board and who were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) shall be considered as though such individual were a
member of the Incumbent Board; but, provided, further, that any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board shall not be so considered as a member of the
Incumbent Board; (ii) consummation of a merger, tender offer or consolidation of


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<PAGE>

the Company with any other corporation, other than a merger or consolidation
that would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 45% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation; or (iii) consummation of a sale of all or substantially all of
the assets of the Company, other than in connection with the sale-leaseback of
the Company's real estate.

12.  MISCELLANEOUS PROVISIONS.

     (a) Misconduct. Except as otherwise provided in agreements covering Awards
hereunder, a Participant shall forfeit all rights in his or her outstanding
Awards under this Plan, whether or not such Awards have been earned or are
vested or remain unearned or unvested, and all such outstanding Awards shall
automatically terminate and lapse, if the Committee determines that such
Participant has (i) used for profit or disclosed to unauthorized persons,
confidential information or trade secrets of the Company, (ii) breached any
contract with or violated any fiduciary obligation to the Company, including,
without limitation, a violation of any Company code of conduct, (iii) engaged in
unlawful trading in the securities of the Company or of another company based on
information gained as a result of that Participant's employment or other
relationship with the Company, or (iv) committed a felony or other serious
crime.

     (b) Rights as Shareholder. Except as otherwise provided herein, a
Participant shall have no rights as a holder of Common Stock with respect to
Awards hereunder, unless and until certificates for shares of Common Stock are
issued to the Participant.

     (c) No Loans. No loans from the Company to Participants shall be permitted
under this Plan.

     (d) Assignment or Transfer. Unless the Committee shall specifically
determine otherwise, no Award under this Plan or any rights or interests therein
shall be transferable other than by will or the laws of descent and distribution
and shall be exercisable, during the Participant's lifetime, only by the
Participant. Once awarded, the shares of Common Stock received by Participants
may be freely transferred, assigned, pledged or otherwise subjected to lien,
subject to the restrictions imposed by the Securities Act of 1933, Section 16 of
the Exchange Act and the Company's policy concerning insider trading, each as
amended from time to time.

     (e) Withholding Taxes. The Company shall have the right to deduct from all
Awards paid in cash (and any other payment hereunder) any federal, state, local
or foreign taxes required by law to be withheld with respect to such Awards and,
with respect to Awards paid in stock or upon exercise of Options, to require the
payment (through withholding from the Participant's salary or otherwise) of any
such taxes. The obligations of the Company to make delivery of Awards in cash or
Common Stock shall be subject to currency or other restrictions imposed by any
government.

     (f) No Rights to Awards. Neither this Plan nor any action taken hereunder
shall be construed as giving any employee any right to be retained in the employ
of the Company or any of its subsidiaries, divisions or Affiliates. Except as
set forth herein, no employee or other person shall have any claim or right to
be granted an Award under this Plan. By accepting an Award, the Participant
acknowledges and agrees that (i) that the Award will be exclusively governed by
the terms of this Plan, including the right reserved by the Company to amend or
cancel this Plan at any time without the Company incurring liability to the
Participant (except for Awards already granted under this Plan), (ii) Awards are
not a constituent part of salary and that the Participant is not entitled, under


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<PAGE>


the terms and conditions of employment, or by accepting or being granted Awards
under this Plan to require Awards to be granted to him or her in the future
under this Plan, or any other plan, (iii) the value of Awards received under
this Plan will be excluded from the calculation of termination indemnities or
other severance payments, and (iv) the Participant will seek all necessary
approval under, make all required notifications under and comply with all laws,
rules and regulations applicable to the ownership of Options and stock and the
exercise of Options, including, without limitation, currency and exchange laws,
rules and regulations.

     (g) Beneficiary Designation. To the extent allowed by the Committee, each
Participant under this Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named on a contingent or successive basis) to whom any
benefit under this Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, and unless the Committee determines
otherwise shall be in a form prescribed by the Committee, and will be effective
only when filed by the Participant in writing with the Company during the
Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.

     (h) Costs and Expenses. The cost and expenses of administering this Plan
shall be borne by the Company and not charged to any Award or to any
Participant.

     (i) Fractional Shares. Fractional shares of Common Stock shall not be
issued or transferred under an Award, but the Committee may pay cash in lieu of
a fraction or round the fraction, in its discretion.

     (j) Funding of Plan. The Company shall not be required to establish or fund
any special or separate account or to make any other segregation of assets to
assure the payment of any Award under this Plan.

     (k) Indemnification. Provisions for the indemnification of officers and
directors of the Company in connection with the administration of this Plan
shall be as set forth in the Company's articles of incorporation and bylaws as
in effect from time to time.

     (l) Successors. All obligations of the Company under this Plan with respect
to Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, by merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.

     (m) Section 16 Compliance; Section 162(m) Administration. This Plan is
intended to comply in all respects with Rule 16b-3 or any successor provision,
as in effect from time to time, and in all events this Plan shall be construed
in accordance with the requirements of Rule 16b-3. If any Plan provision does
not comply with Rule 16b-3 as hereafter amended or interpreted, the provision
shall be deemed inoperative. The Board, in its absolute discretion, may
bifurcate this Plan so as to restrict, limit or condition the use of any
provision of this Plan with respect to persons who are officers or directors
subject to Section 16 of the Exchange Act without so restricting, limiting or
conditioning this Plan with respect to other Eligible Participants. The Company
intends that all Awards granted under this Plan to individuals who are or who
the Committee believes will be "covered employees" (within the meaning of
Section 162(m)(3) of the Code) will qualify for the Performance Based Exception.


                                       15

<PAGE>


13. EFFECTIVE DATE, GOVERNING LAW, AMENDMENTS AND TERMINATION.

     (a) Effective Date. This Plan shall be effective as of April 30, 2004 (the
"Effective Date"), provided that it is approved by the shareholders of the
Company in accordance with all applicable laws, regulations and stock exchange
rules and listing standards.

     (b) Amendments. The Board may at any time terminate or from time to time
amend this Plan in whole or in part, but no such action shall adversely affect
any rights or obligations with respect to any Awards granted prior to the date
of such termination or amendment. Notwithstanding the foregoing, unless the
Company's shareholders shall have first approved the amendment, no amendment of
this Plan shall be effective which would (i) increase the maximum number of
shares of Common Stock which may be delivered under this Plan or to any one
individual (except to the extent such amendment is made pursuant to Section 10
hereof), (ii) extend the maximum period during which Awards may be granted under
this Plan, (iii) add to the types of awards that can be made under this Plan,
(iv) change the Performance Measures pursuant to which Performance Awards are
earned, (v) modify the requirements as to eligibility for participation in this
Plan, or (vi) require shareholder approval pursuant to this Plan, applicable law
or applicable stock exchange standards, to be effective. With the consent of the
Participant affected, the Committee may amend outstanding agreements evidencing
Awards under this Plan in a manner not inconsistent with the terms of this Plan.

     (c) Governing Law. All questions pertaining to the construction,
interpretation, regulation, validity and effect of the provisions of this Plan
shall be determined in accordance with the laws of the State of Minnesota
without giving effect to conflict of laws principles.

     (d) Termination. No Awards shall be made under this Plan after the tenth
anniversary of the Effective Date.



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