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                               NASH-FINCH COMPANY
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                     (as amended effective January 1, 2001)

1.   PURPOSE.

         The purpose of this 1999 Employee Stock Purchase Plan (the "Plan") is
to advance the interests of Nash-Finch Company ("the Company") and its
stockholders by providing eligible employees of the Company and its
Participating Subsidiaries with an opportunity to acquire an ownership interest
in the Company through the purchase of Common Stock of the Company on favorable
terms through payroll deductions. The Company intends that the Plan qualify as
an "employee stock purchase plan" under Section 423 of the Code. Accordingly,
provisions of the Plan will be construed so as to extend and limit participation
in a manner consistent with the requirements of Section 423 of the Code.

2.   DEFINITIONS.

         2.1     "BOARD" means the Board of Directors of the Company.

         2.2     "CHANGE IN CONTROL" means an event described in Section 9.1 of
the Plan.

         2.3     "CODE" means the Internal Revenue Code of 1986, as amended.

         2.4     "COMMITTEE" means the group of individuals administering the
Plan, as provided in Section 3 of the Plan.

         2.5     "COMMON STOCK" means the common stock, par value $1.66-2/3 per
share, of the Company, or the number and kind of shares of stock or other
securities into which such common stock may be changed in accordance with
Section 4.3 of the Plan.

         2.6     "COMPENSATION" means all gross cash compensation (including
wage, salary, incentive, bonus and overtime earnings) paid by the Company or any
Participating Subsidiary to a Participant, including amounts that would have
constituted compensation but for a Participant's election to defer or reduce
compensation pursuant to any deferred compensation, cafeteria, capital
accumulation or any other similar plan of the Company; provided, however, that
the Committee, in its sole discretion, may expand or limit the amounts that will
be deemed compensation for purposes of the Plan in such manner as it deems
appropriate.

         2.7     "ELIGIBLE EMPLOYEE" means any employee of the Company or a
Participating Subsidiary (other than an employee whose customary employment with
the Company or a Participating Subsidiary is for 20 hours or less per week or
five months or less per calendar year) who, with respect to any Offering Period,
has been continuously employed by the Company or a Participating Subsidiary for
at least three months prior to the Offering Commencement Date for such Offering
Period. With respect to a Subsidiary that has been acquired by the Company and
designated as a Participating Subsidiary or a Subsidiary that is otherwise
subsequently designated by the Committee as a Participating Subsidiary, the
period of employment of employees of such Participating Subsidiary occurring
prior to the time of such acquisition or designation will be included for
purposes of determining whether an employee has been employed for the requisite
period of time under the Plan.

         2.8     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

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         2.9     "FAIR MARKET VALUE" means, with respect to the Common Stock, as
of any date (or, if no shares were traded or quoted on such date, as of the next
preceding date on which there was such a trade or quote) (a) the mean between
the reported high and low sale prices of the Common Stock if the Common Stock is
listed, admitted to unlisted trading privileges or reported on any foreign or
national securities exchange or on the Nasdaq National Market or an equivalent
foreign market on which sale prices are reported; (b) if the Common Stock is not
so listed, admitted to unlisted trading privileges or reported, the closing bid
price as reported by the Nasdaq SmallCap Market, OTC Bulletin Board, National
Quotation Bureau, Inc. or other comparable service; or (c) if the Common Stock
is not so listed or reported, such price as the Committee determines in good
faith in the exercise of its reasonable discretion.

         2.10    "OFFERING COMMENCEMENT DATE" means the first day of an Offering
Period.

         2.11    "OFFERING PERIOD" means any of the offerings to Participants of
Options under the Plan, each continuing for six months, as described in Section
6 of the Plan.

         2.12    "OFFERING TERMINATION DATE" means the last day of an Offering
Period.

         2.13    "OPTION" means a right to purchase shares of Common Stock
granted to a Participant in connection with an Offering Period pursuant to
Section 7 of the Plan

         2.14    "OPTION PRICE" means, with respect to any Offering Period, the
lower of (a) 85% of the Fair Market Value of one share of Common Stock on the
Offering Commencement Date, or (b) 85% of the Fair Market Value of one share of
Common Stock on the Offering Termination Date.

         2.15    "PARTICIPANT" means an Eligible Employee who elects to
participate in the Plan pursuant to Section 5 of the Plan.

         2.16    "PARTICIPATING SUBSIDIARY" means a Subsidiary that has been
designated by the Committee from time to time, in its sole discretion, as a
corporation whose Eligible Employees may participate in the Plan.

         2.17    "SECURITIES ACT" means the Securities Act of 1933, as amended.

         2.18    "SUBSIDIARY" means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.

         2.19    "TERMINATION OF EMPLOYMENT" means a Participant's complete
termination of employment with the Company and all Participating Subsidiaries
for any reason, including death, disability or retirement. In the event that a
Participant is in the employ of a Participating Subsidiary and the Participating
Subsidiary ceases to be a Participating Subsidiary of the Company for any
reason, such event will be deemed a termination of employment unless the
Participant continues in the employ of the Company or another Participating
Subsidiary.

3.   ADMINISTRATION.

         The Plan will be administered by the Board or by a committee of the
Board. So long as the Company has a class of its equity securities registered
under Section 12 of the Exchange Act, any committee administering the Plan will
consist solely of two or more members of the Board who are "non-employee
directors" within the meaning of Rule 16b-3 under the Exchange Act. Such a
committee, if established, will act by majority approval of the members (but may
also take action with the written

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consent of all members of such committee), and a majority of the members of such
a committee will constitute a quorum. As used in the Plan, "Committee" will
refer to the Board or to such a committee, if established. To the extent
consistent with corporate law, the Committee may delegate to any officers of the
Company the duties, power and authority of the Committee under the Plan pursuant
to such conditions or limitations as the Committee may establish; provided,
however, that only the Committee may exercise such duties, power and authority
with respect to Participants who are subject to Section 16 of the Exchange Act.
The Committee may exercise its duties, power and authority under the Plan in its
sole discretion without the consent of any Participant or other party, unless
the Plan specifically provides otherwise. Each determination, interpretation or
other action made or taken by the Committee pursuant to the provisions of the
Plan will be final, conclusive and binding for all purposes and on all persons,
including, without limitation, the Company, the stockholders of the Company, the
participants and their respective successors-in-interest. No member of the
Committee will be liable for any action or determination made in good faith with
respect to the Plan or any Option granted under the Plan.

4.   SHARES AVAILABLE FOR ISSUANCE; ADJUSTMENTS FOR CERTAIN EVENTS.

         4.1 MAXIMUM NUMBER OF SHARES AVAILABLE. Subject to adjustment as
provided in Section 4.3 of the Plan, the maximum number of shares of Common
Stock that will be available for issuance under the Plan will be 450,000 shares
of Common Stock. If the total number of shares of Common Stock that would
otherwise be issuable upon the exercise of Options granted pursuant to Section 7
of the Plan on any Offering Termination Date exceeds the number of shares then
available for issuance under the Plan, the Committee will make a pro rata
allocation of the shares of Common Stock remaining available for issuance under
the Plan in as uniform and equitable a manner as it deems appropriate.

         4.2 ACCOUNTING FOR OPTIONS. Shares of Common Stock that are issued
under the Plan or that are subject to outstanding Options will be applied to
reduce the maximum number of shares of Common Stock remaining available for
issuance under the Plan. Any shares of Common Stock that are subject to an
Option that is terminated unexercised will automatically again become available
for issuance under the Plan.

         4.3 ADJUSTMENTS TO SHARES AND OPTIONS. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the number and kind of
securities or other property (including cash) available for issuance or payment
under the Plan and, in order to prevent dilution or enlargement of the rights of
Participants, the number and kind of securities or other property (including
cash) subject to, and the exercise price of, outstanding Options.

5.   PARTICIPATION; PAYROLL DEDUCTIONS.

         5.1 PARTICIPATION. Participation in the Plan is voluntary and is not a
condition of employment. Eligible Employees may elect to participate in the
Plan, beginning with the first Offering Period to commence after such person
becomes an Eligible Employee, by properly completing a subscription agreement
authorizing payroll deductions on the form provided by the Company and filing
the participation form with the Company's Human Resources Department not later
than the 15th day of the month immediately preceding the Offering Commencement
Date of the first Offering Period in which the Participant wishes to
participate. An Eligible who elects to participate with respect to an Offering

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Period will be deemed to have elected to participate in each subsequent Offering
Period, unless such Participant properly completes and files a notice of
withdrawal form in the manner described in Section 8.1 of the Plan.

         5.2 LIMITATION ON PARTICIPATION. Notwithstanding any provisions of the
Plan to the contrary, an Eligible Employee may not participate in the Plan and
will not be granted an Option under the Plan if, immediately after the grant of
such Option, such Eligible Employee (or any other person whose stock ownership
would be attributed to such Eligible Employee pursuant to Section 424(d) of the
Code) would own stock or options possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or of its "parent"
or "subsidiary" corporations (within the meaning of Section 424 of the Code).

         5.3 PAYROLL DEDUCTIONS.

             (a)     By completing and filing a participation form, a
         Participant will elect to have payroll deductions made from such
         Participant's total Compensation (in whole percentages from a minimum
         of 1% to a maximum of 15%, or such other minimum or maximum percentages
         as the Committee may from time to time establish) on each payday during
         the time he or she is a Participant in the Plan in such amount as such
         Participant designates on the participation form; provided, however,
         that no Participant's payroll deductions may be less than $10.00 per
         pay period.

             (b)     All payroll deductions authorized by a Participant will be
         credited as of each payday to an account established under the Plan for
         the Participant. Such account will be solely for bookkeeping purposes,
         no separate fund, trust or other segregation of such amounts will be
         established or made and the amounts represented by such account will be
         held as part of the Company's general assets, usable for any corporate
         purpose. A Participant may not make any separate cash payment or
         contribution to such Participant's account. No interest will accrue on
         amounts held in such accounts under the Plan.

             (c)     No increases or decreases in the amount of payroll
         deductions for a Participant may be made during an Offering Period. A
         Participant may increase or decrease the amount of his or her payroll
         deductions under the Plan for subsequent Offering Periods by properly
         completing an amended participation form and filing it with the
         Company's Human Resources Department not less than the 15th day of the
         month immediately preceding the Offering Commencement Date of the
         Offering Period for which such change in payroll deductions is to be
         effective.

             (d)     A Participant may withdraw from participation in the Plan
         at any time as provided in Section 8.1 of the Plan.

6.   OFFERING PERIODS.

         Options to purchase shares of Common Stock will be offered to
Participants under the Plan through a continuous series of Offering Periods,
each continuing for six months, and each of which will commence on January 1 and
July 1 of each year, as the case may be, and will terminate on June 30 and
December 31 of such year, as the case may be.

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7.   OPTIONS.

         7.1 GRANT OF OPTIONS. With respect to any Offering Period, each
Participant participating in such Offering Period will be granted, by operation
of the Plan on the Offering Commencement Date for such Offering Period, an
Option to purchase (at the Option Price) as many full shares of Common Stock as
such Participant will be able to purchase with the accumulated payroll
deductions credited to such Participant's account during such Offering Period
plus the balance (if any) carried forward from the Participant's payroll
deduction account from the preceding Offering Period.

         7.2 LIMITATIONS ON PURCHASE. Notwithstanding Section 7.1 or any other
provision of the Plan to the contrary, the number of shares of Common Stock that
may be purchased under the Plan will be limited as follows:

             (a)     No Participantmay purchase more than 5,000 shares of Common
         Stock under the Plan in any given Offering Period.

             (b)     No Participant may be granted an Option that permits such
         Participant to purchase Common Stock under the Plan and any other
         "employee stock purchase plans" (within the meaning of Section 423 of
         the Code) of the Company and its Subsidiaries to accrue (i.e., become
         exercisable) at a rate that exceeds $25,000 of Fair Market Value of
         Common Stock (determined at the time such Option is granted) for each
         calendar year in which such Option is outstanding at any time.

         7.3 EXERCISE OF OPTIONS.

             (a)     Unless a Participant withdraws from the Plan as provided in
         Section 8.1 of the Plan, the Participant's Option for the purchase of
         shares of Common Stock granted with respect to an Offering Period will
         be exercised automatically at the Offering Termination Date of such
         Offering Period for the purchase of the number of full shares of Common
         Stock that the accumulated payroll deductions in such Participant's
         account as of such Offering Termination Date will purchase at the
         applicable Option Price.

             (b)     A Participant may only purchase one or more full shares in
         connection with the exercise of an Option granted for any Offering
         Period. The portion of any balance remaining in a Participant's payroll
         deduction account at the close of business on the Offering Termination
         Date of any Offering Period that is less than the purchase price of one
         full share of Common Stock will be carried forward into the
         Participant's payroll deduction account for the following Offering
         Period. In no event, however, will the balance carried forward be equal
         to or greater than the purchase price of one full share of Common Stock
         on the Offering Termination Date of an Offering Period.

             (c)     No Participant (or any person claiming through such
         Participant) will have any interest in any Common Stock subject to an
         Option under the Plan until such Option has been exercised, at which
         point such interest will be limited to the interest of a purchaser of
         the Common Stock purchased upon such exercise pending the delivery of
         such Common Stock.

             (d)     As promptly as practicable after the Offering Termination
         Date of each Offering Period, the Company will issue the shares of
         Common Stock purchased upon exercise of such Participant's Option
         granted for such Offering Period, registered in the name of the
         Participant or, if the Participant so directs on his or her
         Participation Form, in the names of the Participant and his or her
         spouse. The Committee may determine, in its sole discretion, the manner
         of

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         delivery of shares of Common Stock purchased under the Plan, which may
         be by electronic account entry into new or existing brokerage or other
         accounts, delivery of physical stock certificates or such other means
         as the Committee deems appropriate.

8.   WITHDRAWAL FROM PLAN.

         8.1 VOLUNTARY WITHDRAWAL. A Participant may, at any time on or before
4:30 p.m., Minneapolis, Minnesota time on the 15th day of the last month of an
Offering Period, terminate his or her participation in the Plan and withdraw
all, but not less than all, of the payroll deductions credited to such
Participant's account under the Plan by giving written notice to the Company's
Human Resources Department. Such notice must state that the Participant wishes
to terminate his or her participation in the Plan and request the withdrawal of
all of the Participant's payroll deductions held under the Plan. All of the
Participant's payroll deductions credited to his or her account will be paid to
such Participant as soon as practicable after receipt of the notice of
withdrawal, such Participant's Option for such Offering Period will
automatically be canceled and will no longer be exercisable, and no further
payroll deductions for the purchase of shares of Common Stock under the Plan
will be made.

         8.2 TERMINATION OF EMPLOYMENT.

             (a)     Upon the Termination of Employment of a Participant at any
         time, the payroll deductions credited to such Participant's account
         will be paid to such Participant as soon as practicable after the
         effective date of such Termination of Employment (or, in the case of
         death, to the person or persons entitled thereto under Sections 10 and
         11.3 of the Plan), such Participant's Option for the current Offering
         Period will automatically be canceled and will no longer be
         exercisable, and no further payroll deductions for the purchase of
         shares of Common Stock under the Plan will be made.

             (b)     Unless the Committee otherwise determines in its sole
         discretion, a Participant's employment will, for purposes of the Plan,
         be deemed to have terminated on the date recorded on the personnel or
         other records of the Company or the Participating Subsidiary for which
         the Participant provides employment, as determined by the Committee in
         its sole discretion based upon such records.

         8.3 EFFECT OF WITHDRAWAL. A Participant's withdrawal pursuant to
Section 8.1 of the Plan will not have any effect upon such Participant's
eligibility to participate in a subsequent Offering Period (so long as such
Participant completes and files a new Participation Form pursuant to Section 5
of the Plan) or in any similar plan that may hereafter be adopted by the
Company.

9.   CHANGE IN CONTROL.

         9.1 CHANGE IN  CONTROL.  For  purposes of this  Section 9, a "Change in
Control" of the Company  will mean the following:

             (a)     the sale, lease, exchange or other transfer, directly or
         indirectly, of substantially all of the assets of the Company (in one
         transaction or in a series of related transactions) to any Person (as
         defined below);

             (b)     the approval by the stockholders of the Company of any plan
         or proposal for the liquidation or dissolution of the Company;

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             (c)     any Person, other than a Bona Fide Underwriter (as defined
         below), becomes after the effective date of the Plan the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
         indirectly, of (i) 20% or more, but not more than 50%, of the combined
         voting power of the Company's outstanding securities ordinarily having
         the right to vote at elections of directors, unless the transaction
         resulting in such ownership has been approved in advance by the
         Continuity Directors (as defined below), or (ii) more than 50% of the
         combined voting power of the Company's outstanding securities
         ordinarily having the right to vote at elections of directors
         (regardless of any approval by the Continuity Directors);

             (d)     a merger or consolidation to which the Company is a party
         if the stockholders of the Company immediately prior to effective time
         of such merger or consolidation have, solely on account of ownership of
         securities of the Company at such time, "beneficial ownership" (as
         defined in Rule 13d-3 under the Exchange Act), immediately following
         the effective time of such merger or consolidation, of securities of
         the surviving corporation representing (i) 50% or more, but not more
         than 80%, of the combined voting power of the surviving corporation's
         then outstanding securities ordinarily having the right to vote at
         elections of directors, unless such merger or consolidation has been
         approved in advance by the Continuity Directors, or (ii) less than 50%
         of the combined voting power of the surviving corporation's then
         outstanding securities ordinarily having the right to vote at elections
         of directors (regardless of any approval by the Continuity Directors);
         or

             (e)     the Continuity Directors cease for any reason to constitute
         at least a majority of the Board.

         9.2 CHANGE IN CONTROL DEFINITIONS. For purposes of this Section 9:

             (a)     "Continuity Director" means any individual who was a member
         of the Board on the effective date of the Plan, while he or she is a
         member of the Board, and any individual who subsequently becomes a
         member of the Board whose election, or nomination for election by the
         Company's stockholders, was approved by a vote of at least a majority
         of the directors who are Continuity Directors (either by a specific
         vote or by approval of the proxy statement of the Company in which such
         individual is named as a nominee for director without objection to such
         nomination). For example, assuming that seven individuals comprise the
         entire Board as of the effective date of the Plan, if a majority of
         such individuals approved a proxy statement in which two different
         individuals were nominated to replace two of the individuals who were
         members of the Board as of the effective date of the Plan, these two
         newly elected directors would join the remaining five directors who
         were members of the Board as of the effective date of the Plan as
         Continuity Directors. Similarly, if subsequently a majority of these
         directors approved a proxy statement in which three different
         individuals were nominated to replace three other directors who were
         members of the Board as of the effective date of the Plan, these three
         newly elected directors would also become, along with the other four
         directors, Continuity Directors. Individuals subsequently joining the
         Board could become Continuity Directors under the principles reflected
         in this example.

             (b)     "Bona Fide Underwriter" means a Person engaged in business
         as an underwriter of securities that acquires securities of the Company
         from the Company through such Person's participation in good faith in a
         firm commitment underwriting until the expiration of 40 days after the
         date of such acquisition.

             (c)     "Person" means any individual, corporation, partnership,
         group, association or other "person," as such term is used in Section
         13(d) or Section 14(d) of the Exchange Act, other

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         than the Company, any affiliate or any benefit plan sponsored by the
         Company or any affiliate. For this purpose, an affiliate is (i) any
         corporation at least a majority of whose outstanding securities
         ordinarily having the right to vote at elections of directors is owned
         directly or indirectly by the Company or (ii) any other form of
         business entity in which the Company, by virtue of a direct or indirect
         ownership interest, has the right to elect a majority of the members of
         such entity's governing body.

         9.3 ADJUSTMENT OF OFFERING PERIOD. Without limiting the authority of
the Committee under Sections 3, 4.3 and 13 of the Plan, if a Change in Control
of the Company occurs, the Committee, in its sole discretion, may (a) accelerate
the Offering Termination Date of the then current Offering Period and provide
for the exercise of Options thereunder by Participants in accordance with
Section 7.3 of the Plan, or (b) accelerate the Offering Termination Date of the
then current Offering Period and provide that all payroll deductions credited to
the accounts of Participants will be paid to Participants as soon as practicable
after such Offering Termination Date and that all Options for such Offering
Period will automatically be canceled and will no longer be exercisable.

10.  DESIGNATION OF BENEFICIARY.

         A Participant may file with the Company's Human Resources Department a
written designation of a beneficiary who is to receive shares of Common Stock
and cash, if any, under the Plan in the event of such Participant's death prior
to delivery of such shares or cash to such Participant. Such designation of
beneficiary may be changed by the Participant at any time by written notice to
the Company's Human Resources Department. In the event of the death of a
Participant in the absence of a valid designation of a beneficiary who is living
at the time of such Participant's death, (a) the Company will deliver such
shares of Common Stock and cash to the executor or administrator of the estate
of the Participant, or (b) if to the Company's knowledge no such executor or
administrator has been appointed, the Company, in its sole discretion, may
deliver such shares of Common Stock and cash to the spouse or to any one or more
dependents or relatives of the Participant or, if no spouse, dependent or
relative is known to the Company, to such other person as the Company may
designate.

11.  RIGHTS OF ELIGIBLE EMPLOYEES AND PARTICIPANTS; TRANSFERABILITY.

         11.1    NO RIGHT TO EMPLOYMENT. Nothing in the Plan will interfere with
or limit in any way the right of the Company or any Participating Subsidiary to
terminate the employment of any Eligible Employee or Participant at any time,
nor confer upon any Eligible Employee or Participant any right to continue in
the employ of the Company or any Participating Subsidiary.

         11.2    RIGHTS AS A SHAREHOLDER. As a holder of an Option under the
Plan, a Participant will have no rights as a shareholder unless and until such
Option is exercised and the Participant becomes the holder of record of shares
of Common Stock. Except as otherwise provided in the Plan, no adjustment will be
made for dividends or distributions with respect to Options as to which there is
a record date preceding the date the Participant becomes the holder of record of
such shares, except as the Committee may determine in its sole discretion.

         11.3    RESTRICTIONS ON TRANSFER. Neither payroll deductions credited
to a Participant's account nor any rights with regard to the exercise of an
Option or to receive shares of Common Stock under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution, or as provided in Section 10 of the Plan)
by the Participant. Any such attempt at assignment, transfer, pledge or other
disposition will be without effect, except that the Company may treat such act
as an election to withdraw from the Plan in accordance with Section 8.1 of

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the Plan. During his or her lifetime, a Participant's Option to purchase shares
of Common Stock under the Plan is exercisable only by such Participant.

12.  SECURITIES LAW AND OTHER RESTRICTIONS.

         Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue any
shares of Common Stock under the Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Options granted under the Plan, unless (a) there is in effect with respect to
such shares a registration statement under the Securities Act and any applicable
state or foreign securities laws or an exemption from such registration under
the Securities Act and applicable state or foreign securities laws, and (b)
there has been obtained any other consent, approval or permit from any other
regulatory body that the Committee, in its sole discretion, deems necessary or
advisable. The Company may condition such issuance, sale or transfer upon the
receipt of any representations or agreements from the parties involved, and the
placement of any legends on certificates representing shares of Common Stock, as
may be deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.

13.  AMENDMENT OR TERMINATION.

         The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable in order that Options under the Plan will conform to any
change in applicable laws or regulations or in any other respect the Board may
deem to be in the best interests of the Company; provided, however, that no
amendments to the Plan will be effective without approval of the stockholders of
the Company if shareholder approval of the amendment is then required pursuant
to Section 423 of the Code or the rules of any stock exchange or Nasdaq or
similar regulatory body. Upon termination of the Plan, the Committee, in its
sole discretion, may take any of the actions described in Section 9.3 of the
Plan.

14.  EFFECTIVE DATE OF PLAN.

         The Plan will be effective as of February 17, 1999, the date it was
adopted by the Board. The Plan will terminate at midnight on December 31, 2008
and may be terminated prior to such time by Board action, and no Option will be
granted after such termination. The Plan has been adopted by the Board subject
to shareholder approval.

15.  MISCELLANEOUS.

         15.1    GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Minnesota, notwithstanding the conflicts of laws
principles of any jurisdictions.

         15.2    SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure
to the benefit of the successors and permitted assigns of the Company and the
Participants.

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