METROPOLITAN FINANCIAL CORPORATION

                        1993 STOCK INCENTIVE PLAN
                 (As amended effective February 22, 1994)

1.     Purpose of Plan.

The purpose of the Metropolitan Financial Corporation 1993 Stock 
Incentive Plan (the "Plan") is to advance the interests of Metropolitan 
Financial Corporation (the "Company") and its stockholders by enabling 
the Company and its Subsidiaries to attract and retain persons of 
ability to perform services for the Company and its Subsidiaries by 
providing an incentive to such individuals through equity participation 
in the Company and by rewarding such individuals who contribute to the 
achievement by the Company of its economic objectives.

2.     Definitions.

The following terms will have the meanings set forth below, unless the 
context clearly otherwise requires:

    1)  "Board" means the Board of Directors of the Company.

    2)  "Broker Exercise Notice" means a written notice pursuant to 
which a Participant, upon exercise of an Option, irrevocably instructs a 
broker or dealer to sell a sufficient number of shares or loan a 
sufficient amount of money to pay all or a portion of the exercise price 
of the Option and/or any related withholding tax obligations and remit 
such sums to the Company and directs the Company to deliver stock 
certificates to be issued upon such exercise directly to such broker or 
dealer.

     3)  "Change in Control" means an event described in Section 13.1 of 
the Plan.

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

     5)  "Committee" means the group of individuals administering the
plan, as provided in Section 3 of the Plan. 

     6)  "Common Stock" means the common stock of the Company, $.01 par,
value, 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. 

     7)  "Disability" means the disability of the Participant such as
would entitle the Participant to receive disability income benefits 
pursuant to the long-term disability plan of the Company or Subsidiary 
then covering the Participant or, if no such plan exists or is 
applicable to the Participant, the permanent and total disability of the 
Participant within the meaning of Section 22(e)(3) of the Code.

     8)  "Eligible Recipients" means all employees (including, without 
limitation, officers and directors who are also employees) of the 
Company or any Subsidiary and any non-employee consultants and 
independent contractors of the Company or any Subsidiary.

     9)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     10)  "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), 

the reported closing sale price per share of the Common Stock on the 
Composite Tape for the New York Stock Exchange.

     11)  "Incentive Award"  means an Option, Stock Appreciation Right, 
Restricted Stock Award, Performance Unit or Stock Bonus granted to an 
Eligible Recipient pursuant to the Plan.

     12)  "Incentive Stock Option" means a right to purchase Common
Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan 
that qualifies as an "incentive stock option" within the meaning of 
Section 422 of the Code.

     13)  "Non-Statutory Stock Option" means a right to purchase Common
Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan 
that does not qualify as an Incentive Stock Option.

     14)  "Option" means an Incentive Stock Option or a Non-Statutory
Stock Option.  

     15)  "Participant" means an Eligible Recipient who receives one or
more Incentive Awards under the Plan. 

     16)  "Performance Unit" means a right granted to an Eligible
Recipient pursuant to Section 9 of the Plan to receive a payment from 
the Company, in the form of stock, cash or a combination of both, upon 
the achievement of established performance goals.

     17)  "Previously Acquired Shares" means shares of Common Stock that
are already owned by the Participant which have been held by the 
Participant for at least six months or, with respect to any Incentive 
Award, that are to be issued upon the grant, exercise or vesting of such 
Incentive Award.

     18)  "Restricted Stock Award" means an award of Common Stock
granted to an Eligible Recipient pursuant to Section 8 of the Plan that 
is subject to the restrictions on transferability and the risk of 
forfeiture imposed by the provisions of such Section 8.

     19)  "Retirement" means normal or approved early termination of 
employment or service pursuant to and in accordance with the regular 
retirement/pension plan or practice of the Company or Subsidiary then 
covering the Participant, provided that if the Participant is not 
covered by any such plan or practice, the Participant will be deemed to 
be covered by the Company's plan or practice for purposes of this 
determination.

     20)  "Securities Act" means the Securities Act of 1933, as amended.

     21)  "Stock Appreciation Right" means a right granted to an
Eligible Recipient pursuant to Section 7 of the Plan to receive a 
payment from the Company, in the form of stock, cash or a combination of 
both, equal to the difference between the Fair Market Value of one or 
more shares of Common Stock and the exercise price of such shares under 
the terms of such Stock Appreciation Right.

     22)  "Stock Bonus" means an award of Common Stock granted to an
Eligible Recipient pursuant to Section 10 of the Plan.

     23)  "Subsidiary" means any entity that is directly or indirectly 
controlled by the Company or any entity in which the Company has a 
significant equity interest, as determined by the Committee.

     24)  "Tax Date" means the date any withholding tax obligation
arises under the Code for a Participant with respect to an Incentive 
Award. 

3.  Plan Administration.

     1)  The Committee.  The Plan will be administered by a committee 
consisting solely of members of the Board who are disinterested persons 
within the meaning of Rule 16b-3 under the Exchange Act, as amended from 
time to time.  The number of members of the Committee shall be 
determined from time to time by the Board but in no event shall the 
number of members of the Committee be less than the greater of (a) the 
minimum number required in order to maintain the Plan's compliance with 
Rule 16b-3 under the Exchange Act, or (b) the minimum number of members 
of the Committee required, if any, in order to comply with any 
applicable rules, regulations or requirements of any securities 
exchange.  As used in the Plan, the term "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 Eligible Recipients who are 
subject to Section 16 of the Exchange Act.  Each determination, 
interpretation or other action made or taken by the Committee pursuant 
to the provisions of the Plan will be conclusive and binding for all 
purposes and on all persons, and no member of the Committee will be 
liable for any action or determination made in good faith with respect 
to the Plan or any Incentive Award granted under the Plan. 

     2)  Authority of the Committee.  

        (a)  In accordance with and subject to the provisions of the 
Plan, the Committee will have the authority to determine all provisions 
of Incentive Awards as the Committee may deem necessary or desirable and 
as consistent with the terms of the Plan, including, without limitation, 
the following: (i) the Eligible Recipients to be selected as 
Participants; (ii) the nature and extent of the Incentive Awards to be 
made to each Participant (including the number of shares of Common Stock 
to be subject to each Incentive Award, any exercise price, the manner in 
which Incentive Awards will vest or become exercisable and whether 
Incentive Awards will be granted in tandem with other Incentive Awards) 
and the form of written agreement, if any, evidencing such Incentive 
Award; (iii) the time or times when Incentive Awards will be granted; 
(iv) the duration of each Incentive Award; and (v) the restrictions and 
other conditions to which the payment or vesting of Incentive Awards may 
be subject.  In addition, the Committee will have the authority under 
the Plan in its sole discretion to pay the economic value of any 
Incentive Award in the form of cash, Common Stock or any combination of 
both.

     (b)  The Committee will have the authority under the Plan to amend 
or modify the terms of any outstanding Incentive Award in any manner, 
including, without limitation, the authority to modify the number of 
shares or other terms and conditions of an Incentive Award, extend the 
term of an Incentive Award, accelerate the exercisability or vesting or 
otherwise terminate any restrictions relating to an Incentive Award, 
accept the surrender of any outstanding Incentive Award or, to the 
extent not previously exercised or vested, authorize the grant of new 
Incentive Awards in substitution for surrendered Incentive Awards; 
provided, however that the amended or modified terms are permitted by 
the Plan as then in effect and that any Participant adversely affected 
by such amended or modified terms has consented to such amendment or 
modification.  No amendment or modification to an Incentive 

Award, however, whether pursuant to this Section 3.2 or any other 
provisions of the Plan, will be deemed to be a regrant of such Incentive 
Award for purposes of the Plan.

     (c)  In the event of (i) any reorganization, merger, consolidation, 
recapitalization, liquidation, reclassification, stock dividend, stock 
split, combination of shares, rights offering, extraordinary dividend or 
divestiture (including a spin-off) or any other change in corporate 
structure or shares, (ii) any purchase, acquisition, sale or disposition 
of a significant amount of assets or a significant business, (iii) any 
change in accounting principles or practices, or (iv) any other similar 
change, in each case with respect to the Company or any other entity 
whose performance is relevant to the grant or vesting of an Incentive 
Award, the Committee (or, if the Company is not the surviving 
corporation in any such transaction, the board of directors of the 
surviving corporation) may, without the consent of any affected 
Participant, amend or modify the vesting criteria of any outstanding 
Incentive Award that is based in whole or in part on the financial 
performance of the Company (or any Subsidiary or division thereof) or 
such other entity so as equitably to reflect such event, with the 
desired result that the criteria for evaluating such financial 
performance of the Company or such other entity will be substantially 
the same (in the sole discretion of the Committee or the board of 
directors of the surviving corporation) following such event as prior to 
such event; provided, however, that the amended or modified terms are 
permitted by the Plan as then in effect.

4.  Shares Available for Issuance.

    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 
2,000,000 shares, plus any shares of Common Stock that, as of the date 
the Plan is approved by the Company's stockholders, are reserved for 
issuance under the Company's 1990 Stock Option Plan.  In addition, the 
Board may increase the number of shares of Common Stock that will be 
available for issuance under the Plan, without the approval of the 
Company's stockholders; provided, however, that such number of shares 
may not be increased to more than seven percent (7%) of the outstanding 
shares of Common Stock at any time, without approval of the Company's 
stockholders.  Notwithstanding the foregoing, no more than 500,000 
shares of Common Stock may be cumulatively issued under the Plan 
pursuant to the exercise of Incentive Stock Options, subject to 
adjustment as provided in Section 4.3 of the Plan.  The shares available 
for issuance under the Plan may, at the election of the Committee, be 
either treasury shares or shares authorized but unissued, and, if 
treasury shares are used, all references in the Plan to the issuance of 
shares will, for corporate law purposes, be deemed to mean the transfer 
of shares from treasury.

     Notwithstanding any other provision of the Plan to the contrary, no 
Participant in the Plan may be granted, during the term of the Plan, any 
Options or Stock Appreciation Rights, or any other Incentive Awards with 
a value based solely on an increase in the value of the Common Stock 
after the date of grant, relating to more than an aggregate of 400,000 
shares of Common Stock (subject to adjustment as provided in Section 4.3 
of the Plan).

     2)  Accounting for Incentive Awards.  Shares of Common Stock that
are issued under the Plan or that are subject to outstanding Incentive 
Awards 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 Incentive Award that lapses, 
expires, is forfeited or for any reason is terminated unexercised or 
unvested and any shares of Common Stock that are subject to an Incentive 
Award that is settled or paid in cash or any form other than shares of 

Common Stock will automatically again become available for issuance 
under the Plan.  Any shares of Common Stock that constitute the 
forfeited portion of a Restricted Stock Award, however, will not become 
available for further issuance under the Plan.

     3)  Adjustments to Shares and Incentive Awards.  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 available for issuance under the Plan and, in order to 
prevent dilution or enlargement of the rights of Participants, the 
number, kind and, where applicable, exercise price of securities subject 
to outstanding Incentive Awards.

5.  Participation.

Participants in the Plan will be those Eligible Recipients who, in the 
judgment of the Committee, have contributed, are contributing or are 
expected to contribute to the achievement of economic objectives of the 
Company or its Subsidiaries.  Eligible Recipients may be granted from 
time to time one or more Incentive Awards, singly or in combination or 
in tandem with other Incentive Awards, as may be determined by the 
Committee in its sole discretion subject to the limitations contained in 
Section 4.1 of the Plan.  Incentive Awards will be deemed to be granted 
as of the date specified in the grant resolution of the Committee, which 
date will be the date of any related agreement with the Participant.

6.  Options.

    1)  Grant.
        (a)  An Eligible Recipient may be granted one or more Options 
under the Plan, and such Options will be subject to such terms and 
conditions, consistent with the other provisions of the Plan, as may be 
determined by the Committee in its sole discretion.  The Committee may 
designate whether an Option is to be considered an Incentive Stock 
Option or a Non-Statutory Stock Option.

        (b)  For Participants who are permitted to pay the purchase 
price of an Option with Previously Acquired Shares as provided in 
Section 6.4 below, the Committee, in its sole discretion, may, at or 
after the date an Option is granted, provide for the automatic grant of 
additional Options to replace the number of Previously Acquired Shares 
used to pay the purchase price upon the exercise of all or any portion 
of such Option.  Such replacement Options shall be for a number of 
shares of Common Stock as is equal to or less than the number of 
Previously Acquired Shares used to pay the purchase price of the Option, 
shall be granted at the Fair Market Value of the Common Stock on the 
date of exercise of the Option and shall be automatically granted 
without action by the Committee.  The authority of the Committee to 
provide for such replacement Options shall in no way limit its authority 
to otherwise grant Options, whether or not related to any other Option, 
in such amounts, at such prices and upon such other terms as it 
determines in its sole discretion.

     2)  Exercise Price.  The per share price to be paid by a 
Participant upon exercise of an Option will be determined by the 
Committee in its discretion at the time of the Option grant, provided 
that (a) such price will not be less than 100% of the Fair Market Value 
of one share of Common Stock on the date of grant with respect to an 
Incentive Stock Option (110% of the Fair Market Value if, at the time 

the Incentive Stock Option is granted, the Participant owns, directly or 
indirectly, more than 10% of the total combined voting power of 
all classes of stock of the Company or any parent or subsidiary 
corporation of the Company), and (b) such price will not be less than 
75% of the Fair Market Value of one share of Common Stock on the date of 
grant with respect to a Non-Statutory Stock Option.

     3)  Exercisability and Duration.  An Option will become exercisable
at such times and in such installments as may be determined by the 
Committee in its sole discretion at the time of grant; provided, 
however, that no Option may be exercisable prior to six months from its 
date of grant and no Incentive Stock Option may be exercisable after 10 
years from its date of grant (5 years from its date of grant if, at the 
time the time the Incentive Stock Option is granted, the Participant 
owns, directly or indirectly, more than 10% of the total combined voting 
power of all classes of stock of the Company or any parent or subsidiary 
corporation of the Company).

     4)  Payment of Exercise Price.  The total purchase price of the
shares to be purchased upon exercise of an Option will be paid entirely 
in cash (including check, bank draft or money order); provided, however, 
that the Committee, in its sole discretion and upon terms and conditions 
established by the Committee, may allow such payments to be made, in 
whole or in part, by tender of a Broker Exercise Notice, Previously 
Acquired Shares, a promissory note (on terms acceptable to the Committee 
in its sole discretion) or by a combination of such methods.

     5)  Manner of Exercise.  An Option may be exercised by a
Participant in whole or in part from time to time, subject to the 
conditions contained in the Plan and in the agreement evidencing such 
Option, by delivery in person, by facsimile or electronic transmission 
or through the mail of written notice of exercise to the Company 
(Attention:  Human Resources Department) at its principal executive 
office in Minneapolis, Minnesota and by paying in full the total 
exercise price for the shares of Common Stock to be purchased in 
accordance with Section 6.4 of the Plan.

     6)  Aggregate Limitation of Stock Subject to Incentive Stock 
Options.  

To the extent that the aggregate Fair Market Value (determined as of the 
date an Incentive Stock Option is granted) of the shares of Common Stock 
with respect to which incentive stock options (within the meaning of 
Section 422 of the Code) are exercisable for the first time by a 
Participant during any calendar year (under the Plan and any other 
incentive stock option plans of the Company or any subsidiary or parent 
corporation of the Company (within the meaning of the Code)) exceeds 
$100,000 (or such other amount as may be prescribed by the Code from 
time to time), such excess Options will be treated as Non-Statutory 
Stock Options.  The determination will be made by taking incentive stock 
options into account in the order in which they were granted.  If such 
excess only applies to a portion of an incentive stock option, the 
Committee, in its discretion, will designate which shares will be 
treated as shares to be acquired upon exercise of an incentive stock 
option.

     7)  Supplemental Bonuses.  As to each Option granted pursuant to
the Plan, the Company may grant a supplemental cash bonus to the 
Participant, in the discretion of the Committee.  Such supplemental 
bonuses may be granted or payable in connection with the grant or the 
exercise of such Option or both. The determination of whether to grant a 
supplemental bonus in connection with any particular grant or exercise 
of an Option and the determination as to the nature and amount of any 
such bonus shall be within the discretion of the Committee.

7.  Stock Appreciation Rights.

     1)  Grant.  An Eligible Recipient may be granted one or more Stock 
Appreciation Rights under the Plan, and such Stock Appreciation Rights 
shall be subject to such terms and conditions, consistent with the other 
provisions of the Plan, as may be determined by the Committee in its 
sole discretion.  

     2)  Exercise Price.  The exercise price of a Stock Appreciation
Right will be determined by the Committee, in its discretion, at the 
date of grant but will not be less than 100% of the Fair Market Value of 
one share of Common Stock on the date of grant.

     3)  Exercisability and Duration.  A Stock Appreciation Right will
become exercisable at such time and in such installments as may be 
determined by the Committee in its sole discretion at the time of grant; 
provided, however, that no Stock Appreciation Right may be exercisable 
prior to six months or after 10 years from its date of grant.  A Stock 
Appreciation Right will be exercised by giving notice in the same manner 
as for Options, as set forth in Section 6.5 of the Plan.

8.  Restricted Stock Awards.

     1)  Grant.  An Eligible Recipient may be granted one or more
Restricted Stock Awards under the Plan, and such Restricted Stock Awards 
will be subject to such terms and conditions, consistent with the other 
provisions of the Plan, as may be determined by the Committee in its 
sole discretion.  The Committee may impose such restrictions or 
conditions, not inconsistent with the provisions of the Plan, to the 
vesting of such Restricted Stock Awards as it deems appropriate, 
including, without limitation, that the Participant remain in the 
continuous employ or service of the Company or a Subsidiary for a 
certain period or that the Participant or the Company (or any Subsidiary 
or division thereof) satisfy certain performance goals or criteria; 
provided, however, that no Restricted Stock Award may vest prior to six 
months from its date of grant.

     2)  Rights as a Stockholder; Transferability.  Except as provided
in Sections 8.1, 8.3 and 14.3 of the Plan, a Participant will have all 
voting, dividend, liquidation and other rights with respect to shares of 
Common Stock issued to the Participant as a Restricted Stock Award under 
this Section 8 upon the Participant becoming the holder of record of 
such shares as if such Participant were a holder of record of shares of 
unrestricted Common Stock.

     3)  Dividends and Distributions.  Unless the Committee determines 
otherwise in its sole discretion (either in the agreement evidencing the 
Restricted Stock Award at the time of grant or at any time after the 
grant of the Restricted Stock Award), any dividends or distributions 
(other than regular quarterly cash dividends) paid with respect to 
shares of Common Stock subject to the unvested portion of a Restricted 
Stock Award will be subject to the same restrictions as the shares to 
which such dividends or distributions relate.  In the event the 
Committee determines not to pay such dividends or distributions 
currently, the Committee will determine in its sole discretion whether 
any interest will be paid on such dividends or distributions.  In 
addition, the Committee in its sole discretion may require such 
dividends and distributions to be reinvested (and in such case the 
Participants consent to such reinvestment) in shares of Common Stock 
that will be subject to the same restrictions as the shares to which 
such dividends or distributions relate.

     4)  Enforcement of Restrictions.  To enforce the restrictions
referred to in this Section 8, the Committee may place a legend on the 
stock certificates referring to such restrictions and may require the 
Participant, until the restrictions have lapsed, to keep the stock 
certificates, together with duly endorsed stock powers, in the custody 
of the Company or its transfer agent or to maintain evidence of stock 

ownership, together with duly endorsed stock powers, in a 
certificateless book-entry stock account with the Company's transfer 
agent.

9.  Performance Units.

An Eligible Recipient may be granted one or more Performance Units under 
the Plan, and such Performance Units will be subject to such terms and 
conditions, consistent with the other provisions of the Plan, as may be 
determined by the Committee in its sole discretion.  The Committee may 
impose such restrictions or conditions, not inconsistent with the 
provisions of the Plan, to the vesting of such Performance Units as it 
deems appropriate, including, without limitation, that the Participant 
remain in the continuous employ or service of the Company or any 
Subsidiary for a certain period or that the Participant or the Company 
(or any Subsidiary or division thereof) satisfy certain performance 
goals or criteria.  The Committee will have the sole discretion either 
to determine the form in which payment of the economic value of vested 
Performance Units will be made to the Participant (i.e., cash, Common 
Stock or any combination thereof) or to consent to or disapprove the 
election by the Participant of the form of such payment.

10.  Stock Bonuses.

An Eligible Recipient may be granted one or more Stock Bonuses under the 
Plan, and such Stock Bonuses will be subject to such terms and 
conditions, consistent with the other provisions of the Plan, as may be 
determined by the Committee in its sole discretion.  The Participant 
will have all voting, dividend, liquidation and other rights with 
respect to the shares of Common Stock issued to a Participant as a Stock 
Bonus under this Section 10 upon the Participant becoming the holder of 
record of such shares; provided, however, that the Committee may impose 
such restrictions on the assignment or transfer of a Stock Bonus as it 
deems appropriate.

11.  Effect of Termination of Employment or Other Service.

     1)  Termination Due to Death.  In the event a Participant's
employment or other service with the Company and all Subsidiaries is 
terminated by reason of death or in the event that the Participant dies 
within three-months of such termination: 

         (a)  All outstanding Options and Stock Appreciation Rights then 
held by the Participant will remain exercisable to the extent 
exercisable as of such termination for a period of one year after such 
termination (but in no event after the expiration date of any such 
Option or Stock Appreciation Right); 

         (b)  All outstanding Restricted Stock Awards then held by the 
Participant that have not vested will be terminated and forfeited; and

         (c)  All outstanding Performance Units and Stock Bonuses then 
held by the Participant will vest and/or continue to vest in the manner 
determined by the Committee and set forth in the agreement evidencing 
such Performance Units or Stock Bonuses.

     (1)  Termination Due to Cause.  

          (a)  In the event a Participant's employment or other service 
is terminated with the Company and all Subsidiaries for "cause" all 
rights of the Participant under the Plan and any agreements evidencing 
an Incentive Award will immediately terminate without notice of any 
kind, and no Options or Stock Appreciation Rights then held by the 
Participant will thereafter be exercisable, all Restricted Stock Awards 
then held by the Participant that have not vested will be terminated and 
forfeited, and all Performance Units and Stock Bonuses then held by the 
Participant will vest and/or continue to vest in the manner determined 
by the Committee and set forth in the agreement evidencing such 
Performance Units or Stock Bonuses.

          (b)  For purposes of this Section 11.2, "cause" (as determined 
by the Committee) will be as defined in any employment or other 
agreement, plan or policy applicable to the Participant or, if no such 
agreement, plan or policy exists, will mean (i) dishonesty, fraud, 
misrepresentation, embezzlement or deliberate injury or attempted 
injury, in each case related to the Company or any Subsidiary, (ii) any 
unlawful or criminal activity of a serious nature, (iii) any intentional 
and deliberate breach of a duty or duties that, individually or in the 
aggregate, are material in relation to the Participant's overall duties, 
or (iv) any material breach of any employment, service, confidentiality 
or non-compete agreement entered into with the Company or any 
Subsidiary.

     3)  Termination for Reasons Other than Death or Cause.  In the
event a Participant's employment or other service with the Company and 
all Subsidiaries is terminated for any reason other than death or cause, 
or a Participant is in the employ or service of a Subsidiary and the 
Subsidiary ceases to be a Subsidiary of the Company (unless the 
Participant continues in the employ or service of the Company or another 
Subsidiary):

         (a)  All outstanding Options and Stock Appreciation Rights then 
held by the Participant will remain exercisable to the extent 
exercisable as of such termination for a period of three months after 
such termination (but in no event after the expiration date of any such 
Option or Stock Appreciation Right);

         (b)  All outstanding Restricted Stock Awards then held by the 
Participant that have not vested will be terminated and forfeited; and

         (c)  All outstanding Performance Units and Stock Bonuses then 
held by the Participant will vest and/or continue to vest in the manner 
determined by the Committee and set forth in the agreement evidencing 
such Performance Units or Stock Bonuses.

     4)  Modification of Rights Upon Termination.  Notwithstanding the
other provisions of this Section 11, upon a Participant's termination of 
employment or other service with the Company and all Subsidiaries, the 
Committee may, in its sole discretion (which may be exercised at any 
time on or after the date of grant, including following such 
termination), cause Options and Stock Appreciation Rights (or any part 
thereof) then held by such Participant to become or continue to become 
exercisable and/or remain exercisable following such termination of 
employment or service and Restricted Stock Awards, Performance Units and 
Stock Bonuses then held by such Participant to vest and/or continue to 
vest or become free of transfer restrictions, as the case may be, 
following such termination of employment or service, in each case in the 
manner determined by the Committee; provided, however, that (a) no 
Incentive Award will become exercisable or vest prior to six months from 
its date of grant and (b) no Option or Stock Appreciation Right may 
remain exercisable beyond its expiration date. 


     5)  Breach of Confidentiality or Non-Compete Agreements.
Notwithstanding anything in the Plan to the contrary, in the event that 
a Participant materially breaches the terms of any confidentiality or 
non-compete agreement entered into with the Company or any Subsidiary, 
whether such breach occurs before or after termination of such 
Participant's employment or other service with the Company or any 
Subsidiary, the Committee in its sole discretion may immediately 
terminate all rights of the Participant under the Plan and any 
agreements evidencing an Incentive Award then held by the Participant 
without notice of any kind.

     6)  Date of Termination of Employment or Other Service.  Unless the 
Committee otherwise determines in its sole discretion, a Participant's 
employment or other service 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 Subsidiary for which the Participant provides 
employment or other service, as determined by the Committee in its sole 
discretion based upon such records.

12.  Payment of Withholding Taxes.

     1)  General Rules.  The Company is entitled to (a) withhold and
deduct from future wages of the Participant (or from other amounts that 
may be due and owing to the Participant from the Company or a 
Subsidiary), or make other arrangements for the collection of, all 
legally required amounts necessary to satisfy any and all federal, state 
and local withholding and employment-related tax requirements 
attributable to an Incentive Award, including, without limitation, the 
grant, exercise or vesting of, or payment of dividends with respect to, 
an Incentive Award or a disqualifying disposition of stock received upon 
exercise of an Incentive Stock Option, or (b) require the Participant 
promptly to remit the amount of such withholding to the Company before 
taking any action, including issuing any shares of Common Stock, with 
respect to an Incentive Award.

     2)  Special Rules.  The Committee may, in its sole discretion and
upon terms and conditions established by the Committee, permit or 
require a Participant to satisfy, in whole or in part, any withholding 
or employment-related tax obligation described in Section 12.1 of the 
Plan by electing to tender Previously Acquired Shares, a Broker Exercise 
Notice or a promissory note (on terms acceptable to the Committee in its 
sole discretion), or by a combination of such methods.


13.  Change in Control.

     1)  Change in Control.  For purposes of this Section 13.1, 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 a person or 
entity that is not controlled by the Company;

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

         (c)  any person 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 Incumbent Directors (as defined in Section 13.2 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 Incumbent Directors);

          (d)  a merger or consolidation to which the Company is a party 
if the stockholders of the Company immediately prior to the effective 
date of such merger or consolidation have "beneficial ownership" (as 
defined in Rule 13d-3 under the Exchange Act), immediately following the 
effective date 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 Incumbent 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 Incumbent Directors);

          (e)  the Incumbent Directors cease for any reason to 
constitute at least a majority of the Board; or

          (f)  a change in control of the Company of a nature that would 
be required to be reported pursuant to Section 13 or 15(d) of the 
Exchange Act, whether or not the Company is then subject to such 
reporting requirements.

     2)  Incumbent Directors.  For purposes of this Section 13,
"Incumbent Directors" of the Company means any individuals who are 
members of the Board on the effective date of the Plan 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 comprising 
the Board on the effective date of the Plan (either by specific vote or 
by approval of the Company's proxy statement in which such individual is 
named as a nominee for director without objection to such nomination).

     3)  Acceleration of Vesting.  Without limiting the authority of the 
Committee under Section 3.2 of the Plan, if a Change in Control of the 
Company occurs, then, if approved by the Committee in its sole 
discretion either in the agreement evidencing an Incentive Award at the 
time of grant or at any time after the grant of an Incentive Award, (a) 
all Options and Stock Appreciation Rights then held by the Participant 
will become immediately exercisable in full and will remain exercisable 
for the remainder of their terms, regardless of whether the Participant 
to whom such Options or Stock Appreciation Rights have been granted 
remains in the employ or service of the Company or any Subsidiary; (b) 
all Restricted Stock Awards then held by the Participant will become 
immediately fully vested and non-forfeitable; and (c) all outstanding 
Performance Units and Stock Bonuses then held by the Participant will 
vest and/or continue to vest in the manner determined by the Committee 
and set forth in the agreement evidencing such Performance Units or 
Stock Bonuses.

     4)  Cash Payment for Options.  If a Change in Control of the
Company occurs, then the Committee, if approved by the Committee in its 
sole discretion either in an agreement evidencing an Incentive Award at 
the time of grant or at any time after the grant of an Incentive Award, 
and without the consent of any Participant effected thereby, may 
determine that some or all Participants holding outstanding Options will 
receive, with respect to some or all of the shares of Common Stock 
subject to such Options, as of the effective date of any such Change in 
Control of the Company, cash in an amount equal to the excess of the 

Fair Market Value of such shares immediately prior to the effective date 
of such Change in Control of the Company over the exercise price per 
share of such Options.

     5)  Limitation on Change in Control Payments.  Notwithstanding
anything in Section 13.3 or 13.4 of the Plan to the contrary, if, with 
respect to a Participant, the acceleration of the vesting of an 
Incentive Award as provided in Section 13.3 or the payment of cash in 
exchange for all or part of an Incentive Award as provided in Section 
13.4 (which acceleration or payment could be deemed a "payment" within 
the meaning of Section 280G(b)(2) of the Code), together with any other 
payments which such Participant has the right to receive from the 
Company or any corporation that is a member of an "affiliated group" (as 
defined in Section 1504(a) of the Code without regard to Section 1504(b) 
of the Code) of which the Company is a member, would constitute a 
"parachute payment" (as defined in Section 280G(b)(2) of the Code), then 
the payments to such Participant pursuant to Section 13.3 or 13.4 will 
be reduced to the largest amount as will result in no portion of such 
payments being subject to the excise tax imposed by Section 4999 of the 
Code; provided, however, that if such Participant is subject to a 
separate agreement with the Company or a Subsidiary which specifically 
provides that payments attributable to one or more forms of employee 
stock incentives or to payments made in lieu of employee stock 
incentives will not reduce any other payments under such agreement, even 
if it would constitute an excess parachute payment, or provides that the 
Participant will have the discretion to determine which payments will be 
reduced in order to avoid an excess parachute payment, then the 
limitations of this Section 13.5 will, to that extent, not apply.
 
14.  Rights of Eligible Recipients and Participants; Transferability.

     1)  Employment or Service.  Nothing in the Plan will interfere with
or limit in any way the right of the Company or any Subsidiary to 
terminate the employment or service of any Eligible Recipient or 
Participant at any time, nor confer upon any Eligible Recipient or 
Participant any right to continue in the employ or service of the 
Company or any Subsidiary.

     2)  Rights as a Stockholder.  As a holder of Incentive Awards
(other than Restricted Stock Awards and Stock Bonuses), a Participant 
will have no rights as a stockholder unless and until such Incentive 
Awards are exercised for, or paid in the form of, shares of Common Stock 
and the Participant becomes the holder of record of such shares.  Except 
as otherwise provided in the Plan, no adjustment will be made for 
dividends or distributions with respect to such Incentive Awards 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 discretion.

     3)  Restrictions on Transfer.  Except pursuant to testamentary will
or the laws of descent and distribution or as otherwise expressly 
permitted by the Plan, no right or interest of any Participant in an 
Incentive Award prior to the exercise or vesting of such Incentive Award 
will be assignable or transferable, or subjected to any lien, during the 
lifetime of the Participant, either voluntarily or involuntarily, 
directly or indirectly, by operation of law or otherwise.  A Participant 
will, however, be entitled to designate a beneficiary to receive an 
Incentive Award upon such Participant's death, and in the event of a 
Participant's death, payment of any amounts due under the Plan will be 
made to, and exercise of any Options (to the extent permitted pursuant 
to Section 11 of the Plan) may be made by, the Participant's legal 
representatives, heirs and legatees.  

     4)  Non-Exclusivity of the Plan.  Nothing contained in the Plan is 
intended to modify or rescind any previously approved compensation plans 
or programs of the Company or create any limitations on the power or 
authority of the Board to adopt such additional or other compensation 
arrangements as the Board may deem necessary or desirable.

15.  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 Incentive Awards 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 securities 
laws or an exemption from such registration under the Securities Act and 
applicable state securities laws, and (b) there has been obtained any 
other consent, approval or permit from any securities exchange or other 
regulatory body which 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.

16.  Plan Amendment, Modification and 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 Incentive Awards 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 
stockholder approval of the amendment is then required pursuant to Rule 
16b-3 under the Exchange Act, Section 422 and 162(m) of the Code or the 
rules of the New York Stock Exchange.  No termination, suspension or 
amendment of the Plan may adversely affect any outstanding Incentive 
Award without the consent of the affected Participant; provided, 
however, that this sentence will not impair the right of the Committee 
to take whatever action it deems appropriate under Sections 3.2(c), 4.3 
and 13 of the Plan.

17.  Effective Date and Duration of the Plan.

The Plan is effective as of December 21, 1993, the date it was adopted 
by the Board; subject, however, to approval of the Company's 
stockholders prior to December 20, 1994.  The Plan will terminate at 
midnight on December 20, 2003, and may be terminated prior to such time 
to by Board action, and no Incentive Award will be granted after such 
termination.  Incentive Awards outstanding upon termination of the Plan 
may continue to be exercised, or become free of restrictions, in 
accordance with their terms.

18.  Miscellaneous.

     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.

     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.