Exhibit 10.5










                 MID-WISCONSIN FINANCIAL SERVICES, INC.

                         1999 STOCK OPTION PLAN

                      As amended December 20, 2006







<PAGE>
                 MID-WISCONSIN FINANCIAL SERVICES, INC.
                         1999 STOCK OPTION PLAN


     Section 1.  PURPOSE.  The Plan has been adopted to (a) enable the
Company to attract and retain superior employees by providing incentive
opportunities with respect to future services that are competitive with
those of other similar companies, (b) further identify the interests of
participating employees with those of the Company's other shareholders
through compensation based on the performance of the Company's common
stock, (c) attract and retain qualified employees, and (d) promote the
long-term financial interests of the Company and its shareholders.

     Section 2.  CERTAIN DEFINITIONS.  As used in this Plan, and in
addition to any terms elsewhere defined in this Plan, the following
terms, when capitalized, shall have the meanings set forth in this
Section 2.

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

     Section 2.2.  "CAUSE" means any one or more of the following on the
part of the participant: (a) the commission of an act which results in a
payment of a claim filed by the Company or a Subsidiary under a blanket
banker fidelity bond policy as from time to time and at any time
maintained; (b) an intentional failure to perform assigned duties;  (c)
willful misconduct in the course of the participant's employment; (d)
breach of a fiduciary duty involving personal profit or acts or omissions
of personal dishonesty, including, but not limited to, commission of any
crime of theft, embezzlement, misapplication of funds, unauthorized
issuance of obligations, or false entries; (e) any intentional, reckless,
or negligent act or omission to act which results in the violation by the
participant of any policy established by the Company or a Subsidiary
which is designed to insure compliance with applicable banking,
securities, employment discrimination or other laws or which causes or
results in the Company's or a Subsidiary's violation of such laws, except
any act done by the participant in good faith, as determined in the
reasonable discretion of the Board, or which results in a violation of
such policies or law which is, in the reasonable sole discretion of such
Board, immaterial; or (f) any of the foregoing which results in material
loss to the Company or any of its Subsidiaries.  Except to the extent of
the discretion granted to the Board in clause (e), the Committee shall
have the sole discretion to determine whether "Cause" exists, and the
Committee's determination shall be final.

     Section 2.3.  "CHANGE IN CONTROL" has the meaning set forth in
Section 9.2.

     Section 2.4.  "CODE" means the Internal Revenue Code of 1986, as
amended.  The reference to any specific section of the Code shall include
any successor section or sections.

     Section 2.5.  "COMMITTEE" means, subject to the provisions of
Section 4, the Executive Committee of the Board, or such other committee
as may be designated by the Board to administer this Plan.
<PAGE>

     Section 2.6.  "COMMON STOCK" means the common stock, $.10 par value
per share, of the Company.

     Section 2.7.  "COMPANY" means Mid-Wisconsin Financial Services,
Inc., a Wisconsin corporation.

     Section 2.8.  "DISABILITY" means (a) a physical or mental condition
which qualifies as a total and permanent disability under the terms of
any plan or policy maintained by the Company or a Subsidiary and for
which the Optionee is eligible to receive benefits under such plan or
policy, or (b) if the Optionee does not participate in a disability plan,
or is not covered by a disability policy, of the Company or a Subsidiary,
"Disability" means the permanent and total inability of a participant by
reason of mental or physical infirmity, or both, to perform the work
customarily assigned to him or her, if a medical doctor selected or
approved by the Board, and knowledgeable in the field of such infirmity,
advises the Committee either that it is not possible to determine when
such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said participant's
lifetime.

     Section 2.9.  "EFFECTIVE DATE" means December 31, 1999.

     Section 2.10.  "EMPLOYED," and any variation thereof such as
"employment," means, as appropriate, employed by or employment with any
of the Company or any present or future Subsidiary.

     Section 2.11.  "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

     Section 2.12.  "FAIR MARKET VALUE" of a share of the Common Stock as
of any date means the price per Share on the immediately preceding date
as determined in accordance with the following:

          (a)  EXCHANGE.  If the principal market for the Common Stock is
     a national securities exchange, "Fair Market Value" means the
     average of the highest and lowest reported sale prices of the Common
     Stock on the New York Stock Exchange composite transaction tape if
     the Common Stock is then listed for trading on such exchange,
     otherwise, the average of the highest and lowest reported sales
     prices of the Common Stock in any transaction reported on the
     principal exchange on which the Common Stock is then listed for
     trading.

          (b)  OVER-THE-COUNTER.  If the principal market for the Common
     Stock is an over-the-counter market, "Fair Market Value" means the
     average of the highest bid and lowest ask prices of the Common Stock
     reported in The Nasdaq National Market, or The Nasdaq Small Cap
     Market, or if the Common Stock is not then listed for trading in
     either of such markets, the average of the highest bid and lowest
     ask prices of the Common Stock reported on the OTC Bulletin Board,
     or, if prices for the Common Stock are not quoted on the OTC
     Bulletin Board, the average of the highest bid and lowest ask prices
     reported on any other bona fide over-the-counter stock market
     selected in good faith by the Committee.
<PAGE>

          (c)  OTHER DETERMINATION.  If subparagraphs (a) and (b) are not
     applicable, "Fair Market Value" shall mean such amount as may be
     determined by the Committee by whatever means or method as the
     Committee, in the good faith exercise of its discretion, shall at
     such time deem appropriate.

          (d)  DATE.  If the date on which "Fair Market Value" is to be
     determined is not a business day, or, if there shall be no reported
     transactions for such date, such determination shall be made on the
     next preceding business day for which transactions were reported.

     Section 2.13.  "INCENTIVE STOCK OPTION" means an Option granted
pursuant to the terms of the Plan which is intended by the Committee to
meet the requirements of an "incentive stock option" within the meaning
of Section 422 of the Code, or any successor section or sections;
provided, however, that to the extent an Incentive Stock Option is
exercised after the expiration of any limitation on the time of exercise
applicable under Section 422 of the Code, or such Option does not meet
the qualifications of an "incentive stock option" within the meaning of
such Section 422, such Option shall thereafter be a Non-Qualified Option.

     Section 2.14.  "NON-QUALIFIED OPTION" means an Option granted
pursuant to the terms of the Plan which the Committee intends shall not
meet the requirements of an "incentive stock option" within the meaning
of Section 422 of the Code, or any successor section or sections, and any
Option intended to be an Incentive Stock Option which does not satisfy
the terms, or is not exercised in accordance with the requirements of,
Section 422 of the Code.

     Section 2.15.  "OPTION" means an option to purchase Shares awarded
pursuant to the provisions of Section 6.

     Section 2.16.  "OPTION AGREEMENT" means the written document which
evidences an award of Options, whether or not such document requires the
signature of the Optionee.

     Section 2.17.  "OPTIONEE" means an eligible employee, as determined
in accordance with Section 5, who has been granted an Option.

     Section 2.18.  "OPTION PRICE" means, with respect to each Option,
the price per Share at which such Option may be exercised and the Shares
subject to such Option purchased.

     Section 2.19.  "PLAN" means the Mid-Wisconsin Financial Services,
Inc. 1999 Stock Option Plan as set forth herein or as hereafter amended.

     Section 2.20.  "RETIREMENT DATE" means a participant's Termination
of Employment at or after the normal or early retirement date of such
participant under the terms of any retirement or pension plan sponsored
by the Company which is qualified under the provisions of the Code.

     Section 2.21.  "SHARE" means a share of Common Stock.
<PAGE>

     Section 2.22.  "SUBSIDIARY" means any corporation, partnership, or
other entity in which the Company owns, directly or indirectly, at least
a 50% interest in the voting rights or profits.

     Section 2.23.  "TERMINATION OF EMPLOYMENT" means the termination of
the participant's employment with, or performance of services for, the
Company and any of its Subsidiaries.  A participant employed by, or
performing services for, a Subsidiary shall also be deemed to incur a
Termination of Employment if the Subsidiary ceases to be such a
Subsidiary and the participant does not immediately thereafter become an
employee of the Company or another Subsidiary.  Temporary absences from
employment because of illness, vacation, or leave of absence and
transfers among the Company and its Subsidiaries shall not be considered
Terminations of Employment.  For purposes of the Plan, a participant's
employment shall be deemed to have terminated at the close of business on
the day preceding the first date on which he or she is no longer for any
reason whatsoever employed by the Company or any of its Subsidiaries.

     Section 3.  NUMBER OF SHARES AVAILABLE FOR OPTIONS.

     Section 3.1  SHARES SUBJECT.  The aggregate number of Shares which
may be delivered under Options awarded pursuant to the Plan shall be
equal to the sum of (a) 200,000 and (b) any Shares available for future
awards under all prior stock option plans of the Company (the "Prior
Plans") as of the Effective Date, including any Shares with respect to
which options awarded under any Prior Plans are hereafter forfeited,
expire, or are canceled without delivery of Shares.

     Section 3.2  UNDELIVERED SHARES.  To the extent any Shares subject
to an Option are not delivered to an Optionee (or the estate or other
transferee of such Optionee) because the Option is forfeited, expires, or
otherwise becomes unexercisable, or the Shares are not delivered because
the Shares are used to satisfy the applicable tax withholding obligation
of the Optionee, such Shares shall be deemed not to have been delivered
for purposes of determining the maximum number of Shares available for
delivery under the Plan.

     Section 3.3  EXERCISE USING SHARES.  If the Option Price of any
Option awarded under the Plan or any Prior Plan is satisfied by tendering
Shares to the Company (by actual delivery or attestation), only the
number of Shares issued to the Optionee (or the estate or other
transferee of such Optionee), net of the Shares tendered, shall be deemed
delivered for purposes of determining the maximum number of Shares
available for delivery under the Plan.

     Section 3.4  STOCK DIVIDENDS, ETC.  If the Company shall, after the
Effective Date, change the Common Stock into a greater or lesser number
of Shares through a stock dividend, stock split-up or combination of
Shares, then (a) the number of Shares then subject to the Plan as
provided for in Section 3.1, but which are not then subject to any
outstanding Option, (b) the number of Shares subject to each then
outstanding Option (to the extent not previously exercised), and (c) the
price per Share payable upon exercise of each then outstanding Option,
shall all be proportionately increased or decreased as of the record date
for such stock dividend, stock split-up or combination of Shares in order
to give effect thereto.  Notwithstanding any such proportionate increase
or decrease, no fraction of a Share shall be issued upon the exercise of
an Option and the Shares subject to an Option shall be rounded to the
nearest whole Share.
<PAGE>

     Section 3.5  OTHER CHANGES.  If, after the Effective Date, there
shall be any change in the Common Stock or other change in the
capitalization of the Company other than through a stock dividend, stock
split-up or combination of Shares, including, but not limited to, a
change which results from a merger, consolidation, spin-off, or other
distribution of stock or property of the Company, any reorganization
(whether or not such reorganization is within the meaning of Section 368
of the Code), or any partial or complete liquidation of the Company, then
if, and only if, the Committee shall determine that such change equitably
requires an adjustment in (a) the number or kind of shares of stock then
reserved for issuance under Section 3.1, (b) the number or kind of shares
of stock then subject to an Option, (c) the Option Price with respect to
an Option, or (d) any other limitation on the Option which may be granted
to any participant, to the extent such adjustment does not cause any
Option to fail to satisfy the requirements for exemption from the
limitations on deductibility imposed by Section 162(m) of the Code that
is set forth in Section 162(m)(4)(c) of the Code if such Option would
have satisfied such requirements immediately prior to such adjustment and
if such Option, if then exercised, would, when added to the Optionee's
estimated compensation from the Company and all Subsidiaries for such
year, exceed the deductibility limits of Section 162(m) of the Code, such
adjustment as the Committee shall determine is equitable and as shall be
approved by the Board shall be made and shall be effective and binding
for all purposes of such Option and the Plan.  If any member of the Board
shall, at the time of such approval, be an Optionee, he shall not
participate in action in connection with such adjustment.

     Section 4.  ADMINISTRATION OF THE PLAN.

     Section 4.1  COMMITTEE.  The Plan shall be administered by the
Committee.  The Committee shall, subject to the terms of the Plan, have
the authority to, in its sole discretion, (a) select eligible employees
to receive an award of one or more Options and to participate in the
Plan, (b) determine the number of Shares subject to each award and the
Option Price associated therewith, (c) establish terms and conditions
concerning the time of, and conditions precedent to, the exercisability
of each Option (including, without limitation, conditions with respect to
the passage of time, performance of the Company, or a Subsidiary, or the
Optionee, restrictions on competitive employment or satisfaction of
Company policies, and any other conditions which the Committee deems
reasonably related to the satisfaction of the purposes of the Plan), (d)
determine the form of each Option Agreement and all terms and conditions
thereof with respect to each award, (e) interpret the Plan and the
application thereof and establish such rules and regulations as it deems
necessary or desirable for the administration of the Plan, (f) modify or
cancel any award or Option or take such action to cause the vesting or
exercisability of any or all outstanding Options to become exercisable in
part or in full for any reason at any time, subject to the limitation of
Section 9.1, and (g) exercise such other authority as is reasonably
related to the administration of and/or the fulfillment of the purpose of
the Plan.  All actions, interpretations, rules, regulations and
conditions taken or established by the Committee shall be final, binding
and conclusive upon the Company, each Subsidiary, and all Optionees.
<PAGE>

     Section 4.2  MEMBERSHIP OF THE COMMITTEE.

          (a)  MEMBERSHIP QUALIFICATIONS.  Except as provided in this
     Section 4.2, at all times the Committee shall consist of not less
     than three members designated by the Board from among those of its
     members who are not officers or employees of the Company or a
     Subsidiary and each of whom is (a) a "non-employee director" within
     the meaning of Rule 16b-3 under the Exchange Act (a "Non-Employee
     Director") and (b) an "outside director" within the meaning of
     Section 162(m) of the Code (an "Outside Director"); provided,
     however, that in addition to the Board's general authority to amend
     the Plan as provided for in Section 10.1, the Board shall have the
     specific authority to modify or eliminate the foregoing
     qualifications or adopt such other qualifications as are reasonably
     intended to result in (x) the award of Options, and transactions
     with respect to the award or exercise of such Options, satisfying an
     exemption from Section 16(b) of the Exchange Act, or any successor
     thereto, and (y) compensation recognized by Optionees qualifying as
     a deductible expense of the Company under the "performance-based
     compensation" exception to compensation deduction limits which would
     otherwise be imposed on the Company under Section 162(m) of the
     Code.

          (b)  APPOINTMENT OF OTHER MEMBERS.  In the event that one or
     more members of the Committee shall fail to meet the qualifications
     set forth in Section 4.2(a), the Board shall remove such member or
     members and appoint a successor or successors who satisfy such
     qualifications.  The Board shall act in a reasonably prompt manner
     to fill any vacancy on the Committee from among such of its members
     who are both Non-Employee Directors and Outside Directors.

          (c)  VALIDITY OF GRANTS.  Notwithstanding the qualifications
     for members of the Committee established in Section 4.2(a), any
     award of Options made by the Committee in good faith and without the
     knowledge that one or more of its members did not satisfy such
     qualifications, shall be valid and enforceable by the Optionee even
     though the members of the Committee did not, at the time of such
     award, satisfy such qualifications.

     Section 4.3  ACTIONS BY THE COMMITTEE.  A majority of the members of
the Committee shall constitute a quorum.  In the absence of specific
rules to the contrary, action by the Committee shall require the consent
of a majority of the members of the Committee, expressed either orally at
a meeting of the Committee or in writing in the absence of a meeting.

     Section 4.4  ACTIONS BY THE BOARD.  Any authority granted to the
Committee may also be exercised by the full Board, except to the extent
that the grant or exercise of such authority would cause any Option or
transaction to become subject to (or lose an exemption under) the short-
swing profit recovery provisions of Section 16 of the Exchange Act or
cause an Option not to qualify for, or to cease to qualify for, the
exemption as "performance-based compensation" under Section 162 of the
Code, and the regulations promulgated thereunder. To the extent that any
permitted action taken by the Board conflicts with action taken by the
Committee, the Board action shall control.

     Section 4.5  LIMITATION ON LIABILITY AND INDEMNIFICATION OF BOARD.
No member of the Board, no executive officer or other employee of the
Company, and no other agent or representative of the Company shall be
liable for any act, omission, interpretation, construction, or
determination made in connection with the Plan in good faith, and all
such persons shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage, or expense (including
attorneys fees) arising therefrom to the full extent permitted by law,
except as otherwise may be provided in the Company's articles of
incorporation and/or by-laws, and under any directors' and officers'
liability insurance that may be in effect from time to time.
<PAGE>

     Section 5.  PERSONS ELIGIBLE TO BECOME OPTIONEES.  Persons who are
(a) employees of the Company and any Subsidiary, (b) prospective
employees who have accepted offers of employment from the Company or a
Subsidiary, or (c) directors of the Company and its Subsidiaries shall be
eligible to be selected, in the sole discretion of the Committee, to
participate in, and receive an award of one or more Options pursuant to,
the Plan; provided, however, that only employees of the Company or a
Subsidiary shall be eligible to receive an Incentive Stock Option Award.

     Section 6.  AWARDING OF OPTIONS.

     Section 6.1  OPTIONEES.  Subject to the limitations of Section 5,
Options shall be awarded to such eligible employees and directors of the
Company and its Subsidiaries as the Committee may, from time to time and
at any time, select.  Membership of an employee or a director in a class
shall not, without specific Committee action, entitle such employee or
director to receive an Option award.

     Section 6.2  OPTION AGREEMENT.  Each Option shall be evidenced by an
Option Agreement, the terms of which may differ from other Option
Agreements.  Each Option Agreement shall be signed on behalf of the
Company and, if so provided by the Committee, the Optionee, and shall set
forth with respect to the Option or Options awarded therein, the name of
the Optionee, the date awarded, the Option Price, whether the Option is
an Incentive Stock Option or a Non-Qualified Stock Option, the number of
Shares subject to the Option, and such other terms and conditions
consistent with the Plan as determined by the Committee.  The Committee
may at the time of award or at any time thereafter impose such additional
terms and conditions on the exercise of such Option as it deems necessary
or desirable for such Option, or the exercise thereof, to be exempt under
Section 16(b) of the Exchange Act, and the regulations promulgated
thereunder, and to qualify as "performance-based compensation" under
Section 162 of the Code, and the regulations promulgated thereunder.
Each Option Agreement shall incorporate by reference all terms,
conditions and limitations set forth in the Plan.

     Section 6.3  TERMS AND CONDITIONS OF THE OPTIONS.  In addition to
any other terms, conditions, and limitations specified in the Plan, each
Option awarded hereunder shall, as to each Optionee, satisfy the
following requirements:

          (a) DATE OF AWARD.  Awards intended to qualify as Incentive
     Stock Options must be made on or before December 14, 2009.  Awards
     of Non-Qualified Stock Options must be awarded on or before the date
     on which the Plan terminates as determined in accordance with
     Section 10.
<PAGE>

          (b) EXPIRATION.  No Incentive Stock Option shall be exercisable
     after the expiration of ten years from the date such Option is
     awarded.  No Non-Qualified Stock Option shall be exercisable after
     the expiration of twenty years from the date such Option is awarded.

          (c) PRICE.  The Option Price as to any Share subject to an
     Option may not be less than the Fair Market Value of the Share on
     the date the Option is awarded.

          (d) LIMITATIONS ON TRANSFERABILITY.  No Incentive Stock Option
     shall be transferable by the Optionee other than by will or the laws
     of descent and distribution, nor can it be exercised by anyone other
     than the Optionee during the Optionee's lifetime.  Except as
     otherwise provided in an Option Agreement or other action taken by
     the Committee, each of which conform to the provisions of Section
     6.4, no Non-Qualified Option shall be transferable by the Optionee
     other than by will or the laws of descent and distribution, nor can
     it be exercised by anyone other than the Optionee during the
     Optionee's lifetime.  Except as provided in Section 6.4, no Option
     may be sold, transferred, assigned, pledged, hypothecated,
     encumbered, or otherwise disposed of (whether by operation of law or
     otherwise), or be subject to execution, attachment, or similar
     process.  Upon any attempt to so sell, transfer (other than in
     accordance with Section 6.4), assign, pledge, hypothecate, encumber,
     or otherwise dispose of any such award, such award and all rights
     thereunder shall immediately become null and void.

          (e) EXERCISE.  Except as otherwise permitted by the Committee,
     or as provided in Section 6.5, Options must be exercised in
     accordance with the following time limitations:

               (i)  TERMINATION BY DEATH.  If an Optionee incurs a
          Termination of Employment by reason of death, any Option held
          by such Optionee may thereafter be exercised, to the extent
          then exercisable, for a period of one year from the date of
          such death or until the expiration of the stated term of such
          Option, whichever period is shorter.

               (ii)  TERMINATION BY REASON OF DISABILITY.  If an Optionee
          incurs a Termination of Employment by reason of Disability, any
          Option held by such Optionee may thereafter be exercised by the
          Optionee (or the estate of the Optionee in the event of death),
          to the extent it was exercisable at the time of such
          Termination of Employment, for a period of one year.

               (iii)  TERMINATION BY REASON OF RETIREMENT.  If an
          Optionee incurs a Termination of Employment by reason of
          Retirement, any Option held by such Optionee may thereafter be
          exercised by the Optionee (or the estate of the Optionee in the
          event of death), to the extent it was exercisable at the time
          of such Termination of Employment by reason of Retirement, for
          a period of two years.

               (iv)  OTHER TERMINATION.  If an Optionee incurs a
          Termination of Employment for any reason other than death,
          Disability, or Retirement, any Option held by such Optionee
          shall terminate.
<PAGE>

               (v)  Notwithstanding any other provision of this Plan to
          the contrary, in the event an Optionee incurs a Termination of
          Employment other than for Cause during the 24-month period
          following a Change in Control, any Option held by such Optionee
          may thereafter be exercised by the Optionee, to the extent it
          was exercisable at the time of termination, for (x) the longer
          of (i) one year from such date of termination or (ii) such
          other period as may be provided in the Plan for such
          Termination of Employment, or (y) until expiration of the
          stated term of such Stock Option, whichever period is shorter.
          If an Incentive Stock Option is exercised after the expiration
          of the post-termination exercise periods that apply for
          purposes of Section 422 of the Code, such Stock Option will
          thereafter be treated as a Non-Qualified Stock Option.

     If an Incentive Stock Option is exercised after the expiration of
     the exercise periods that apply for purposes of Section 422 of the
     Code, such Option will thereafter be treated as a Non-Qualified
     Stock Option.

          (f) MINIMUM HOLDING PERIOD.  No Option may be exercised before
     the date which is six months after the later of (i) the date on
     which the Plan is approved by the shareholders of the Company, or
     (ii) the date on which such Option was awarded.

          (g) ADDITIONAL RESTRICTIONS RELATING TO INCENTIVE STOCK
     OPTIONS.  To the extent that the aggregate Fair Market Value
     (determined as of the time the Option is awarded) of the Shares for
     which Incentive Stock Options are exercisable for the first time by
     an individual during any calendar year (under the Plan, any Prior
     Plans, or any other plan of the Company or a Subsidiary) exceeds
     $100,000 (or such other individual limit as may be in effect under
     the Code on the date of award), such Options shall not be Incentive
     Stock Options.  No Incentive Stock Option shall be awarded to an
     employee who, at the time such Option is awarded, owns stock
     possessing more than 10% of the total combined voting power of all
     classes of stock of the Company or any Subsidiary within the meaning
     of Section 422(b)(6) of the Code unless (i) at the time the Option
     is awarded, the Option Price is at least 110% of the Fair Market
     Value of the Shares subject to the Option, and (ii) such Option by
     its terms is not exercisable after the expiration of five years from
     the date such Option is awarded.

          (h) LIMITATION ON OPTION AWARDS.  No Optionee may be awarded
     Options under the Plan in any calendar year with respect to more
     than 5,000 Shares.

          (i) RELOAD OPTIONS.  In the exercise of its authority pursuant
     to Section 4.1 and Section 6, the Committee may provide that in
     connection with the award of an Option (the "Original Option"),
     subject to the terms and conditions established by the Committee,
     the Optionee shall be awarded a new Option (a "Reload Option") when
     (i) the payment of the exercise price of the Original Option is made
     by (A) the delivery of Shares owned by the Optionee pursuant to
     Section 7.2(b), (B) the withholding of Shares pursuant to Section
     7.2(c), or (C) the sale of Shares acquired upon exercise of the
     Original Option pursuant to the procedure permitted by Section
     7.2(d) and/or (ii) Shares are tendered or withheld as payment of the
     amount to be withheld in order to satisfy applicable tax withholding
     requirements in connection with the exercise of the Original Option
     pursuant to Section 7.3.  A Reload Option shall be an Option to
     purchase the number of Shares not exceeding the sum of (i) the
     number of Shares tendered, withheld, or sold as consideration upon
     the exercise of the Original Option and (ii) the number of Shares
     tendered or withheld as payment of the amount to be withheld under
     applicable tax laws in connection with the exercise of the Original
     Option, in each case pursuant to the relevant provisions of the
     Option Agreement or Committee action relating to the Original
     Option.  Reload Options may be granted only with respect to an
     Original Option awarded under the Plan after January 17, 2006.  A
     Reload Option shall be subject to the following terms and
     conditions:
<PAGE>

               (i)  the Option Price as to any Shares subject to a Reload
          Option may not be less than the Fair Market Value of the Shares
          on the date the Reload Option is awarded;

               (ii)  the date of award of the Reload Option shall be the
          date on which Shares are surrendered, withheld, or sold in
          connection with the payment of the Option Price or withholding
          of taxes with respect to the Original Option;

               (iii)  except as provided in this Section 6.3(i), the term
          of the Reload Option shall be identical to the term of the
          Original Option and shall be exercisable only to the extent the
          Original Option would have been exercisable;

               (iv)  the Reload Option shall not be exercisable after the
          Optionee's Termination of Employment;

               (v)  the Reload Option can be exercised only by the
          Optionee; and

               (vi)  except as provided in this Section 6.3(i), the
          Reload Option shall be awarded subject to all other terms and
          conditions of the Original Option.

     Notwithstanding any other provision of this Section 6.3(i), no
     Reload Option shall be awarded with respect to the exercise of any
     other Reload Option.

     Section 6.4  TRANSFERABILITY OF NON-QUALIFIED OPTIONS.  The
Committee may, in its discretion, under the terms of the Option Agreement
with respect to, or at any time on or after the date of the initial award
of, a Non-Qualified Option, permit transfer of such Non-Qualified Option
by the Optionee to (a) the spouse, children or grandchildren of the
Optionee ("Immediate Family"), (b) a trust for the exclusive benefit of
the Optionee or the Optionee's Immediate Family, (c) a partnership in
which the Optionee or the Optionee's Immediate Family are the only
partners, or (d) to a former spouse of the Optionee pursuant to a
domestic relations order within the meaning of Rule 16a-12, as
promulgated under Section 16 of the Exchange Act; provided, however, that
(x) there may be no consideration for any such transfer unless the
payment of such consideration to the Optionee is specifically authorized
by the Committee, (y) the Option Agreement, or any amendment thereof
approved by the Committee, must expressly provide for transferability of
the Option evidenced in such agreement in a manner consistent with this
Section 6.4, and (z) once transferred pursuant to the preceding
provisions of this Section 6.4, no subsequent transfer of such Options
shall be permitted except a transfer by will or the laws of descent and
distribution.  In authorizing all or any portion of an Option to be
transferred, the Committee may impose any conditions on exercise,
prescribe a holding period for the Shares acquired upon such exercise,
and/or impose any other conditions or limitations it deems desirable or
necessary in order to carry out the purposes and requirements of the
Plan.  Following transfer, the terms and conditions of the Plan and the
Option Agreement relating to such Option shall continue to be applicable
in all respects to the Optionee who made such transfer and each
transferred Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer as if such
Option had not been transferred, including, but not limited to, the terms
and conditions with respect to the lapse and termination of such Option.
For purposes of Section 7, the transferee of an Option, where applicable,
shall be deemed an "Optionee."  None of the Company, the Committee, or
any Optionee shall have any obligation to inform any transferee of the
termination or lapse of any Option for any reason.  Notwithstanding any
other provision of the Plan, following the termination of Employment of
an Optionee, a transferred Non-Qualified Option shall be exercisable by
the transferee only to the extent, and for the periods specified in
Section 6.3(e) as if such Option had not been transferred.
<PAGE>

     Section 6.5  TERMINATION OR LAPSE OF OPTIONS.  Each Option shall
terminate or lapse upon the first to occur of (a) the expiration date or
any date as of which the Option is deemed to be forfeited as set forth in
the applicable Option Agreement, (b) the applicable date set forth in
Section 6.3(b), or (c) the date which is the day next following the last
day such Option could be exercised under Section 6.3(e).

     Section 7.  EXERCISE AND PAYMENT OF OPTION PRICE.

     Section 7.1  EXERCISE OF OPTIONS.  Options shall be exercised as to
all or a portion of the Shares subject to the Option by written notice to
the Company setting forth the exact number of Shares as to which the
Option is being exercised and including with such notice payment of the
Option Price (plus the minimum required tax withholding).  The date of
exercise shall be the date such written notice and payment have been
delivered (in cash or in such other manner as provided in Section 7.2) to
the Secretary of the Company either in person or by depositing said
notice and payment in the United States mail, postage pre-paid and
addressed to such officer at the Company's home office.  Notwithstanding
the fact that an Option has been transferred pursuant to Section 6.4, the
Optionee with respect to such transferred Option shall remain liable for
any required tax withholding.

     Section 7.2  PAYMENT FOR SHARES.  Payment of the Option Price (plus
required tax withholding) may be made (a) by tendering cash (in the form
of a check or otherwise) in such amount; (b) with the consent of the
Committee, and if authorized in the Option Agreement, by tendering, by
either actual delivery of Shares owned by the Optionee or by attestation,
Shares with a Fair Market Value on the date of exercise equal to such
amount; (c) with the consent of the Committee, by instructing the
Committee to withhold a number of Shares having a Fair Market Value on
the date of exercise equal to the aggregate exercise price of such
Option; (d) by delivering a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the
Company the sale or loan proceeds equal to such amount; or (e) any
combination of (a), (b), (c) and (d); provided, however, that any Shares
delivered in payment of the Option Price pursuant to (b) shall have been
purchased on the open market and held by the Optionee for at least six
months at the time of exercise of the Option.   Notwithstanding the fact
that an Option has been transferred pursuant to Section 6.4, the Optionee
with respect to such transferred Option shall remain liable for any
required tax withholding.
<PAGE>

     Section 7.3  TAX WITHHOLDING.  The delivery of Shares under the Plan
is subject to withholding of all applicable taxes, and the Committee may
condition the delivery of any Shares or other benefits on satisfaction of
applicable withholding obligations.  The Committee, in its discretion,
and subject to such requirements as the Committee may impose prior to the
occurrence of such withholding, may permit withholding obligations to be
satisfied through cash payment by the Optionee or other person exercising
an Option, through the surrender of Shares which the Optionee or other
person already owns, or through the surrender of Shares to which the
Optionee or other person is otherwise entitled under the Plan.

     Section 7.4  ISSUANCE OF SHARES.  No Shares shall be issued until
full payment therefor has been made.  An Optionee shall have all of the
rights of a shareholder of the Company holding the Common Stock that is
subject to such Option (including, if applicable, the right to vote the
Shares and the right to receive dividends), when the Optionee has given
written notice of exercise, has paid in full for such Shares and, if
requested, has given the representation described in Section 12.

     Section 8.  DIRECTOR STOCK OPTIONS.  In addition to any Options
which may be granted to a director pursuant to the provisions of Section
6.1 the Committee may also grant Options to directors of the Company
and/or its Subsidiaries which satisfy the following requirements:

          (a)  AUTOMATIC GRANTS.  Each such director who is not otherwise
     an employee of the Company or any of its Subsidiaries, shall, on the
     first day after his or her first election as a director, and
     thereafter on the day after each annual meeting of shareholders of
     the Company during such director's term, automatically be granted
     Non-Qualified Options in an amount specified by the Committee to
     purchase Common Stock having an exercise price of 100% of the Fair
     Market Value of the Common Stock on the date of grant of such Non-
     Qualified Stock Option.

          (b)  LIMITATIONS ON AUTOMATIC GRANTS.  An automatic director
     Option shall be granted hereunder only if as of each date of grant
     the director (i) is not otherwise an employee of the Company or any
     of its Subsidiaries, (ii) has not been an employee of the Company or
     any of its Subsidiaries for any part of the preceding fiscal year,
     and (iii) has served on the Board continuously since the
     commencement of his term.

          (c)  RIGHTS OF OPTIONEE.  Each holder of a Stock Option granted
     pursuant to this Section 8 shall also have the rights specified in
     Section 9.

          (d)  INSUFFICIENT SHARES.  In the event that the number of
     shares of Common Stock available for future grant under the Plan is
     insufficient to make all automatic grants required to be made on
     such date, then all non-employee directors entitled to a grant on
     such date shall share ratably in the number of Options on shares
     available for grant under the Plan.
<PAGE>

          (e)  TERMS AND CONDITIONS OF DIRECTOR OF OPTIONS.  Except as
     expressly provided in this 8, any Non-Qualified Option granted
     hereunder shall be subject to the terms and conditions of the Plan
     as if the grant were made pursuant to Section 6 hereof.

     Section 9.  CHANGE IN CONTROL.

     Section 9.1  ADJUSTMENT OF OPTIONS.

          (a)  VESTING AND CASH PAYMENT.  In the event of a Change of
     Control,

               (i)  all Options outstanding on the date on which such
          Change in Control has occurred (the "Change in Control Date")
          shall, to the extent not then exercisable or vested,
          immediately become exercisable in full, and

               (ii)  each Optionee may elect (the Optionee's "Election
          Right") with respect to each Option held by such Optionee on
          the Change in Control Date to surrender such Option for an
          immediate lump sum cash payment in an amount equal to the
          product of (A) the number of Shares then subject to the Option
          as to which the election is being exercised multiplied by (B)
          the excess, if any, of (1) the greater of (a) the Change in
          Control Price or (b) the highest Fair Market Value of a Share
          on any day in the 60-day period ending on the Change in Control
          Date, over (2) the Option Price of such Option.  For purposes
          of this Section 9.1(a), the "Change in Control Price" shall
          mean, if the Change in Control is the result of a tender or
          exchange offer or a Corporate Transaction (as defined in
          Section 9.2(c)), the highest price per Share paid in such
          tender or exchange offer or Corporate Transaction, and, to the
          extent that the consideration paid in any such transaction
          consists all or in part of securities or other noncash
          consideration, the value of such securities or other noncash
          consideration shall be determined in the sole discretion of the
          Committee.

          (b)  ELECTION.  The exercise of an Election Right must be in
     writing, specify the Option or Options and the number of Shares as
     to which the election is being exercised, and be delivered to the
     Secretary of the Company either in person or by depositing said
     notice and payment in the United States mail, postage pre-paid and
     addressed to such officer at the Company's home office on or before
     the 60th day following the Change in Control Date.

          (c)  PAYMENT DATE.  All payments due an Optionee pursuant to
     the provisions of this Section 9.1 shall be made by the Company on
     or before the 5th business day following the date on which the
     Optionee's election has been delivered to the Company pursuant to
     Section 9.1(b).
<PAGE>

     Section 9.2  DEFINITION OF "CHANGE OF CONTROL."  For purposes of the
Plan, a "Change of Control" means the happening of any of the following
events:

          (a)  The acquisition by any individual, entity or group (within
     the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
     "Person") of beneficial ownership (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) of 25% or more of either (i) the
     then outstanding shares of common stock of the Company (the
     "Outstanding Company Common Stock") or (ii) the combined voting
     power of the then outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the
     "Outstanding Company Voting Securities"); provided, however, that
     for purposes of this paragraph (a), the following acquisitions shall
     not constitute a Change in Control: (A) any acquisition directly
     from the Company other than an acquisition by virtue of the exercise
     of a conversion privilege unless the security being so converted was
     itself acquired directly from the Company, (B) any acquisition by
     the Company, (C) any acquisition by any employee benefit plan (or
     related trust) sponsored or maintained by the Company or any entity
     controlled by the Company, and (D) any acquisition pursuant to a
     transaction which complies with clauses (i), (ii), and (iii) of
     paragraph (c) of this Section 9.2; or

          (b)  A change in the composition of the Board such that the
     individuals who, as of the Effective Date, 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 the Plan, 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 deemed to be and 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 either an actual or
     threatened election contest (as such terms are used in Rule 14a-11
     of Regulation 14A promulgated under the Exchange Act) 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 deemed or
     considered as a member of the Incumbent Board; or

          (c)  Consummation of a reorganization, merger or consolidation,
     or sale or other disposition of all or substantially all of the
     assets of the Company or the acquisition of the assets or securities
     of any other entity (a "Corporate Transaction"); excluding, however,
     such a Corporate Transaction pursuant to which (i) all or
     substantially all of the individuals and entities who are the
     beneficial owners, respectively, of the Outstanding Company Common
     Stock and Outstanding Company Voting Securities immediately prior to
     such Corporate Transaction will beneficially own, directly or
     indirectly, more than 60% of, respectively, the outstanding shares
     of common stock and the combined voting power of the then
     outstanding voting securities entitled to vote generally in the
     election of directors, as the case may be, of the corporation
     resulting from such Corporate Transaction (including, without
     limitation, a corporation which as a result of such transaction owns
     the Company or all or substantially all of the Company's assets
     either directly or through one or more subsidiaries) (the "Resulting
     Company") in substantially the same proportions as their ownership,
     immediately prior to such Corporate Transaction, of the Outstanding
     Company Common Stock and Outstanding Company Voting Securities, as
     the case may be, (ii) no Person (other than the Company, any
     employee benefit plan (or related trust) of the Company) will
     beneficially own, directly or indirectly, 25% or more of,
     respectively, the outstanding shares of common stock of the
     Resulting Company or the combined voting power of the then
     outstanding voting securities of such Resulting Company entitled to
     vote generally in the election of directors except to the extent
     that such ownership existed with respect to the Company prior to the
     Corporate Transaction, and (iii) individuals who were members of the
     Incumbent Board will constitute at least a majority of the members
     of the board of directors of the Resulting Company; or
<PAGE>

          (d)  The approval by the shareholders of the Company of a
     complete liquidation or dissolution of the Company.

     Section 10.  AMENDMENT AND TERMINATION OF PLAN.

     Section 10.1  AMENDMENT OF PLAN.  The Board may amend the Plan from
time to time and at any time; provided, however, that (a) except as
specifically provide herein, no amendment shall, in the absence of
written consent to the change by an affected Optionee, adversely affect
such Optionee's rights under any Option which has been awarded prior to
the amendment except to the extent such amendment is, in the sole opinion
of the Committee, required to comply with any stock exchange rules,
accounting rules, or laws applicable to the Company or the Plan, (b) no
amendment with respect to the maximum number of Shares which may be
issued pursuant to Options under the Plan or to any individual in any
calendar year made be made unless approved by a majority of the Shares
entitled to vote at a meeting of the shareholders if such amendment
would, in the absence of such approval and in the sole opinion of the
Committee, have an adverse effect on the Company under applicable tax or
securities laws or accounting rules, and (c) no amendment shall be made
without the approval of the Company's shareholders to the extent such
approval is required by applicable law or stock exchange rules.

     Section 10.2.  TERMINATION OF PLAN.  The Plan shall terminate on the
first to occur of (a) the date on which all Shares authorized pursuant to
Section 3.1 have been delivered pursuant to the exercise of Options and
(b) the date specified by the Board as the effective date of Plan
termination; provided, however, that the termination of the Plan shall
not limit or otherwise affect any Options outstanding on the date of
termination.

     Section 11.  EFFECTIVE DATE.  Notwithstanding any provision of this
Plan to the contrary, the Plan shall not be effective, and any Options
awarded under the Plan shall be null and void, unless the adoption of the
Plan is approved at the annual meeting of the Company's shareholders next
following the Effective Date by the majority of the shares entitled to
vote at such meeting.
<PAGE>

     Section 12.  INVESTMENT INTENT.  The Committee may require each
person purchasing or receiving Shares pursuant to an Option to represent
to and agree with the Company in writing that such person is acquiring
the Shares without a view to the distribution thereof.  The certificates
for such Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer.

     Section 13.  AVAILABILITY OF INFORMATION.  If the Shares subject to
an Optionee's Option are not registered or to be registered under the
Securities Act of 1933 as amended, the Company shall furnish each
Optionee with (a) a copy of the Plan and the Company's most recent annual
report to its shareholders at the time the Option Agreement is delivered
to the Optionee and (b) a copy of each subsequent annual report and proxy
statement, on or about the same date as such report shall be made
available to shareholders of the Company.  The Company will furnish, upon
written request addressed to the Secretary of the Company, but at no
charge to the Optionee or any duly authorized representative of the
Optionee, copies of all reports filed by the Company with the Securities
and Exchange Commission, including, but not limited to, the Company's
annual reports on Form 10-K, its quarterly reports on Form 10-Q, and its
proxy statements.  Notwithstanding the foregoing provisions of this
Section 13, the Company shall not be required to furnish any such report
or statement if a copy of such report is otherwise provided to the
Optionee in connection with another plan maintained by the Company or
such Optionee's status as a shareholder of the Company.

     Section 14.  LIMITATION OF RIGHTS.

          (a) CONDITIONS OF EMPLOYMENT.  The Plan shall not constitute a
     contract of employment, and participation in or eligibility for
     participation in the Plan shall not confer upon any employee the
     right to be continued as an employee of the Company or any present
     or future Subsidiary and the Company and each Subsidiary, hereby
     expressly reserves the right to terminate the employment of any
     employee, with or without cause, as if the Plan and any Options
     awarded pursuant to it were not in effect.

          (b) COMPANY ASSETS.  Neither an Optionee nor any other person
     shall, by reason of receiving an award of an Option under the Plan
     acquire any right, title, or interest in any assets of the Company
     or any Subsidiary by reason of such Option or the Plan.  To the
     extent an Optionee or any other person shall acquire a right to
     receive payments from the Company pursuant to an Option Agreement or
     the Plan, such right shall be no greater than the right of any
     unsecured general creditor of the Company.

          (c) ISSUANCE OF SHARES.  Notwithstanding any other provision of
     the Plan or agreements made pursuant thereto, the Company shall not
     be required to issue or deliver any certificate or certificates for
     Shares under the Plan prior to fulfillment of all of the following
     conditions:

               (i)  Listing or approval for listing upon notice of
          issuance, of such Shares on the exchange or over-the-counter
          market as may at the time be the principal market for the
          Common Stock;

               (ii)  Any registration or other qualification of the
          Shares under any state or federal law or regulation, or the
          maintaining in effect of any such registration or other
          qualification which the Committee shall, in its absolute
          discretion upon the advice of counsel, deem necessary or
          advisable; and
<PAGE>

               (iii)  Obtaining any other consent, approval, or permit
          from any state or federal governmental agency which the
          Committee shall, in its absolute discretion after receiving the
          advice of counsel, determine to be necessary or advisable.

     Section 15.  COMPLIANCE WITH APPLICABLE LAWS.  If at any time the
Company shall be advised by its counsel that the exercise of any Option
or the delivery of Shares upon the exercise of an Option is required to
be approved, listed, registered or qualified under any securities law,
that certain actions must be taken under the rules of any stock exchange
or over-the-counter market, that such exercise or delivery must be
accompanied or preceded by a prospectus or similar circular meeting the
requirements of any applicable law, or that some other action is required
to be taken by the Company in compliance with applicable law, the Company
will use reasonable efforts to take all actions required within a
reasonable time, but exercise of the Options or delivery by the Company
of certificates for Shares may be deferred until the Company shall be in
compliance with all such requirements.

     Section 16.  GOVERNING LAW.  The Plan, each Option awarded hereunder
and the related Option Agreement, and all determinations made and actions
taken pursuant thereto, to the extent not otherwise governed by the Code
or the laws of the United States, shall be governed by the internal laws
of the State of Wisconsin and construed in accordance therewith without
giving effect to the principles of conflicts of laws applied by any
state.