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                                                                     Exhibit 4.1

                              AMENDED AND RESTATED
                             SCHOOL SPECIALTY, INC.
                            1998 STOCK INCENTIVE PLAN
                             as of December 18, 2002

PURPOSE             SCHOOL SPECIALTY, INC., a Wisconsin corporation (the
                    "Company"), wishes to recruit, reward, and retain employees,
                    consultants, independent contractors, advisors, officers and
                    outside directors. To further these objectives, the Company
                    hereby sets forth the School Specialty, Inc. 1998 Stock
                    Incentive Plan (the "Plan") to provide options ("Options")
                    or direct grants ("Stock Grants" and, together with the
                    Options, "Awards") to employees, consultants, independent
                    contractors, advisors, officers and outside directors with
                    respect to shares of the Company's common stock (the "Common
                    Stock"). The Plan was originally effective as of the
                    effective date (the "Effective Date") of the Company's
                    registration under Section 12 of the Securities Exchange Act
                    of 1934 (the "Exchange Act") with respect to its initial
                    public offering ("IPO"), and this amendment and restatement
                    is effective as of December 18, 2002.

PARTICIPANTS        The following persons are eligible to receive Options and
                    Stock Grants under the Plan: (1) current and prospective
                    Employees (as defined below) of the Company and any Eligible
                    Subsidiary (as defined in the Eligible Subsidiary section
                    below), (2) consultants, advisors and independent
                    contractors of the Company and any Eligible Subsidiary and
                    (3) officers and directors of the Company and any Eligible
                    Subsidiary who are not Employees ("Eligible Officers and
                    Eligible Directors"). Eligible persons become "Optionees"
                    when the Administrator grants them an option under this Plan
                    or "Recipients" when they receive a direct grant of Common
                    Stock. (Optionees and Recipients are referred to
                    collectively as "Participants." The term Participant also
                    includes, where appropriate, a person authorized to exercise
                    an Award in place of the original Optionee.)

                    Employee means any person employed as a common law employee
                    of the Company or an Eligible Subsidiary.

ADMINISTRATOR       The Administrator will be the Compensation Committee of the
                    Board of Directors of the Company (the "Compensation
                    Committee"), unless the Board specifies another committee.
                    The Board may also act under the Plan as though it were the
                    Compensation Committee.

                    The Administrator is responsible for the general operation
                    and administration of the Plan and for carrying out its
                    provisions and has full discretion in interpreting and
                    administering the provisions of the Plan. Subject to the
                    express provisions of the Plan, the Administrator may
                    exercise such powers and authority of the Board as the
                    Administrator may find necessary or appropriate to carry out
                    its functions. The Administrator may delegate its functions
                    (other than those described in the Granting of Awards
                    section) to Employees of the Company.

                    The Administrator's powers will include, but not be limited
                    to, the power to amend, waive, or extend any provision or
                    limitation of any Award. The Administrator may act through
                    meetings of a majority of its members or by unanimous
                    consent.

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GRANTING OF         Subject to the terms of the Plan, the Administrator will, in
AWARDS              its sole discretion, determine:

                           the Participants who receive Awards,

                           the terms of such Awards,

                           the schedule for exercisability or nonforfeitability
                           (including any requirements that the Participant or
                           the Company satisfy performance criteria),

                           the time and conditions for expiration of the Award,
                           and

                           the form of payment due upon exercise, if any.

                    The Administrator's determinations under the Plan need not
                    be uniform and need not consider whether possible
                    Participants are similarly situated.

                    Options granted to Employees may be nonqualified stock
                    options ("NQSOs") or "incentive stock options" ("ISOs")
                    within the meaning of Section 422 of the Internal Revenue
                    Code of 1986, as amended from time to time (the "Code"), or
                    the corresponding provision of any subsequently enacted tax
                    statute. Options granted to consultants, independent
                    contractors, advisors, Eligible Officers and Eligible
                    Directors, including Formula Options (as defined below),
                    must be NQSOs. The Administrator will not grant ISOs unless
                    the shareholders either have already approved the granting
                    of ISOs or give such approval within 12 months after the
                    grant.

                    The Administrator may impose such conditions on or charge
                    such price for the Stock Grants as it deems appropriate.

SUBSTITUTIONS       The Administrator may also grant Awards in substitution for
                    options or other equity interests held by individuals who
                    become Employees of the Company or of an Eligible Subsidiary
                    as a result of the Company's acquiring or merging with the
                    individual's employer or acquiring its assets. In addition,
                    the Administrator may provide for the Plan's assumption of
                    Awards granted outside the Plan (including those granted by
                    an Eligible Subsidiary) to persons who would have been
                    eligible under the terms of the Plan to receive an Award,
                    including both persons who provided services to any acquired
                    company or business and persons who provided services to the
                    Company or any Eligible Subsidiary. If appropriate to
                    conform the Awards to the interests for which they are
                    substitutes, the Administrator may grant substitute Awards
                    under terms and conditions (including Exercise Price) that
                    vary from those the Plan otherwise requires. Awards in
                    substitution for U.S. Office Products' options in connection
                    with the distribution by U.S. Office Products of the
                    Company's Common Stock will retain their pre-distribution
                    exercise schedule and terms (including Change of Control
                    provisions) and expiration date.

DIRECTOR            Each Eligible Director will receive a formula stock option
FORMULA             ("Formula Option") with respect to 15,000 shares of Common
OPTIONS             Stock upon the first to occur of their initial appointment
                    or election to the Board (with the grant made as of the date
                    of such appointment or election). Thereafter, each Eligible
                    Director serving on the Board will receive a Formula Option
                    annually with respect to 5,000 shares of Common Stock on a
                    date determined by the Administrator. The Exercise Price for
                    Formula Options will be the Fair Market Value on the Date of
                    Grant.

                                      -2-

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EXERCISE            Unless the Administrator specifies otherwise, each Formula
SCHEDULE            Option will become exercisable as to 20% of the covered
                    shares on the first anniversary of its Date of Grant (as
                    defined in the Date of Grant section below), an additional
                    30% on the second anniversary, and the remaining 50% on or
                    after the third anniversary. A Formula Option will become
                    exercisable in its entirety upon the Eligible Director's
                    death, Disability, or attainment of age 70. Options will be
                    forfeited to the extent they are not then exercisable if an
                    Eligible Director resigns or fails to be reelected as a
                    director. Exercisable options will expire as provided under
                    Award Expiration.

DATE OF GRANT       The Date of Grant will be the date as of which this Plan or
                    the Administrator grants an Award to a Participant, as
                    specified in the Plan or in the Administrator's minutes or
                    other written evidence of action.

EXERCISE PRICE      The Exercise Price is the value of the consideration that a
                    Participant must provide in exchange for one share of Common
                    Stock. The Administrator will determine the Exercise Price
                    under each Award and may set the Exercise Price without
                    regard to the Exercise Price of any other Awards granted at
                    the same or any other time. The Company may use the
                    consideration it receives from the Participant for general
                    corporate purposes.

                    The Exercise Price per share for NQSOs may not be less than
                    100% of the Fair Market Value (as defined below) of a share
                    on the Date of Grant. If an Option is intended to be an ISO,
                    the Exercise Price per share may not be less than 100% of
                    the Fair Market Value (on the Date of Grant) of a share of
                    Common Stock covered by the Option; provided, however, that
                    if the Administrator decides to grant an ISO to someone
                    covered by Sections 422(b)(6) and 424(d) (as a
                    more-than-10%-shareholder), the Exercise Price of the Option
                    must be at least 110% of the Fair Market Value (on the Date
                    of Grant).

                    The Administrator may satisfy any state law requirements
                    regarding adequate consideration for Stock Grants by (i)
                    issuing Common Stock held as treasury stock or (ii) charging
                    the Recipients at least the par value for the shares covered
                    by the Stock Grant. The Administrator may designate that a
                    Recipient may satisfy (ii) above either by direct payments
                    or by the Administrator's withholding from other payments
                    due to the Recipient.

FAIR MARKET         Fair Market Value of a share of Common Stock for purposes of
VALUE               the Plan will be determined as follows:

                           If the Common Stock trades on a national securities
                           exchange, the closing sale price on the Date of
                           Grant;

                           If the Common Stock does not trade on any such
                           exchange, the closing sale price as reported by the
                           National Association of Securities Dealers, Inc.
                           Automated Quotation System ("Nasdaq") for such date;

                           If no such closing sale price information is
                           available, the average of the closing bid and asked
                           prices that Nasdaq reports for such date;

                           If there are no such closing bid and asked prices,
                           the average of the closing bid and asked prices as
                           reported by any other commercial service for such
                           date; or

                           If the Company has no publicly-traded stock, the
                           Administrator will determine the Fair Market Value
                           for purposes of the Plan using any measure of value
                           it determines in good faith to be appropriate.

                                      -3-

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                    For any date that is not a trading day, the Fair Market
                    Value of a share of Common Stock for such date shall be
                    determined by using the closing sale price or the average of
                    the closing bid and asked prices, as appropriate, for the
                    immediately preceding trading day. The Administrator can
                    substitute a particular time of day or other measure of
                    "closing sale price" if appropriate because of changes in
                    exchange or market procedures.

                    The Administrator has sole discretion to determine the Fair
                    Market Value for purposes of this Plan, and all Awards are
                    conditioned on the recipient's agreement that the
                    Administrator's determination is conclusive and binding even
                    though others might make a different and also reasonable
                    determination.

EXERCISABILITY      The Administrator will determine the times and conditions
                    for exercise of or purchase under each Award but may not
                    extend the period for exercise beyond the tenth anniversary
                    of its Date of Grant (or five years for ISOs granted to 10%
                    owners covered by Code Sections 422(b)(6) and 424(d)).

                    Awards will become exercisable at such times and in such
                    manner as the Administrator determines and the Award
                    Agreement, if any, indicates; provided, however, that the
                    Administrator may, on such terms and conditions as it
                    determines appropriate, accelerate the time at which the
                    Participant may exercise any portion of an Award or at which
                    restrictions on Stock Grants lapse. For Stock Grants,
                    "exercise" refers to acceptance of the Award or lapse of
                    restrictions, as appropriate in context.

                    If the Administrator does not specify otherwise, Options
                    will become exercisable and restrictions on Stock Grants
                    will lapse as to one-fourth of the covered shares on each of
                    the first four anniversaries of the Date of Grant, so long
                    as the recipient remains employed or continues his
                    relationship as a service provider to the Company or any
                    Eligible Subsidiary, and will expire as of the tenth
                    anniversary of the Date of Grant (unless they expire earlier
                    under the Plan or the Award Agreement). The Administrator
                    has the sole discretion to determine that a change in
                    service-providing relationship eliminates any further
                    service credit on the exercise schedule.

                    Any unexercisable portions of Awards will immediately become
                    exercisable upon the Participant's death or termination of
                    employment for Disability. Except as provided in the
                    preceding sentence, no portion of an Award that is
                    unexercisable at a recipient's termination of
                    service-providing relationship (for any reason) will
                    thereafter become exercisable (and the recipient will
                    immediately forfeit any unexercisable portions at his
                    termination of service-providing relationship), unless the
                    Award Agreement or the Plan provides otherwise, either
                    initially or by amendment.

CHANGE OF           Upon a Change of Control (as defined below), all Options
CONTROL             held by current Employees, consultants, advisors,
                    independent contractors, Eligible Officers and Eligible
                    Directors will become fully exercisable and all restrictions
                    on Stock Grants will lapse. A Change of Control for this
                    purpose means the occurrence of any one or more of the
                    following events:

                           a person, entity, or group (other than the Company,
                           any Company subsidiary, any Company benefit plan, or
                           any underwriter temporarily holding securities for an
                           offering of such securities) acquires ownership of
                           more than 50% of the undiluted total voting power of
                           the Company's then-outstanding securities eligible to
                           vote to elect members of the Board ("Company Voting
                           Securities");

                           completion of a merger or consolidation of the
                           Company with or into any other entity--unless the
                           holders of the Company Voting Securities outstanding

                                      -4-

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                           immediately before such completion, together with any
                           trustee or other fiduciary holding securities under a
                           Company benefit plan, hold securities that represent
                           immediately after such merger or consolidation at
                           least 50% of the combined voting power of the then
                           outstanding voting securities of either the Company
                           or the other surviving entity or its parent; or

                           the shareholders of the Company approve (i) a plan of
                           complete liquidation or dissolution of the Company or
                           (ii) an agreement for the Company's sale or
                           disposition of all or substantially all the Company's
                           assets, and such liquidation, dissolution, sale, or
                           disposition is completed.

                           Even if other tests are met, a Change of Control has
                           not occurred under any circumstance in which the
                           Company files for bankruptcy protection or is
                           reorganized following a bankruptcy filing.

                           The Administrator may allow conditional exercises in
                           advance of the completion of a Change of Control that
                           are then rescinded if no Change of Control occurs.

                    The Adjustments Upon Changes in Capital Stock provisions
                    will also apply if the Change of Control is a Substantial
                    Corporate Change (as defined in those sections).

LIMITATION          An Option granted to an Employee will be an ISO only to the
ON ISOs             extent that the aggregate Fair Market Value (determined at
                    the Date of Grant) of the stock with respect to which ISOs
                    are exercisable for the first time by the Optionee during
                    any calendar year (under the Plan and all other plans of the
                    Company and its subsidiary corporations, within the meaning
                    of Code Section 422(d)), does not exceed $100,000. This
                    limitation applies to Options in the order in which such
                    Options were granted. If, by design or operation, the Option
                    exceeds this limit, the excess will be treated as an NQSO.

METHOD OF           To exercise any exercisable portion of an Award, the
EXERCISE            Participant must:

                           Deliver a notice of exercise to the Assistant
                           Secretary of the Company designated by the Board (or
                           to whomever the Administrator designates), in a form
                           complying with any rules the Administrator may issue,
                           signed or otherwise authenticated by the Participant,
                           and specifying the number of shares of Common Stock
                           underlying the portion of the Award the Participant
                           is exercising;

                           Pay the full Exercise Price, if any, by cashier's or
                           certified check for the shares of Common Stock with
                           respect to which the Award is being exercised, unless
                           the Administrator consents to another form of payment
                           (which could include the use of Common Stock); and

                           Deliver to the Administrator such representations and
                           documents as the Administrator, in its sole
                           discretion, may consider necessary or advisable.

                    Payment in full of the Exercise Price need not accompany the
                    written notice of exercise if the exercise complies with a
                    previously-approved cashless exercise method, including, for
                    example, that the notice directs that the stock certificates
                    (or other indicia of ownership) for the shares issued upon
                    the exercise be delivered to a licensed broker acceptable to
                    the Company as the agent for the individual exercising the
                    Option and at the time the stock certificates (or other
                    indicia) are delivered to the broker, the broker will tender
                    to the Company cash or cash equivalents acceptable to the
                    Company and equal to the Exercise Price and any required
                    withholding taxes.

                                       -5-

<PAGE>

                    If the Administrator agrees to allow an Optionee to pay
                    through tendering Common Stock to the Company, the
                    individual can only tender stock he or she has held for at
                    least six months at the time of surrender. Shares of stock
                    offered as payment will be valued, for purposes of
                    determining the extent to which the Participant has paid the
                    Exercise Price, at their Fair Market Value on the date of
                    exercise. The Administrator may also, in its discretion,
                    accept attestation of ownership of Common Stock and issue a
                    net number of shares upon Option exercise or by having a
                    broker tender to the Company cash equal to the Exercise
                    Price and the minimum withholding taxes.

AWARD               No one may exercise an Award more than ten years after its
EXPIRATION          Date of Grant (or five years, for an ISO granted to a
                    more-than-10% shareholder). A recipient will immediately
                    forfeit and can never exercise any portion of an Award that
                    is unexercisable at his termination of service-providing
                    relationship (for any reason), unless the Award Agreement or
                    the Plan provides otherwise, either initially or by
                    amendment. Unless the Award Agreement or the Plan provides
                    otherwise, either initially or by amendment, no one may
                    exercise otherwise exercisable portions of an Award after
                    the first to occur of:

EMPLOYMENT          The 90th day after the date of termination of
TERMINATION         service-providing relationship (other than for death or
                    Disability), where termination of employment means the time
                    when the employer-employee or other service providing
                    relationship between the Employee, consultant, independent
                    contractor, advisor or Eligible Officer and the Company (and
                    the Eligible Subsidiaries) ends for any reason, including
                    retirement. For grants after June 20, 2000, the
                    Administrator may provide that Awards terminate immediately
                    upon termination of employment for "cause" under an
                    Employee's employment or consultant's services agreement or
                    under another definition specified in the Award Agreement.
                    Unless the Award Agreement provides otherwise, termination
                    of employment does not include instances in which the
                    Company immediately rehires an Employee as a consultant,
                    independent contractor or advisor. The Administrator, in its
                    sole discretion, will determine all questions of whether
                    particular terminations or leaves of absence are
                    terminations of employment and may decide to suspend the
                    exercise schedule during a leave rather than to terminate
                    the Award. Unless the Award Agreement or the Exercisability
                    section provides otherwise, terminations of employment
                    include situations in which the Participant's employer
                    ceases to be related to the Company closely enough to be an
                    Eligible Subsidiary for new grants;

GROSS               For the Company's termination of the Participant's
MISCONDUCT          service-providing relationship as a result of the
                    Participant's Gross Misconduct, the time of such
                    termination. For purposes of this Plan, "Gross Misconduct"
                    means the Participant has

                           committed fraud, misappropriation, embezzlement, or
                           willful misconduct that has resulted or is likely to
                           result in material harm to the Company or an Eligible
                           Subsidiary;

                           committed or been indicted for or convicted of, or
                           pled guilty or no contest to, any misdemeanor (other
                           than for minor infractions or traffic violations)
                           involving fraud, breach of trust, misappropriation,
                           or other similar activity or otherwise relating to
                           the Company or an Eligible Subsidiary, or any felony;
                           or

                           committed an act of gross negligence or otherwise
                           acted with willful disregard for the Company's or an
                           Eligible Subsidiary's best interests in a manner that
                           has resulted or is likely to result in material harm
                           to the Company or an Eligible Subsidiary.

                           If the Participant has a written employment or other
                           agreement in effect at the time of his termination
                           that specifies "cause" for termination, "Gross

                                      -6-

<PAGE>

                           Misconduct" for purposes of his termination will
                           refer to "cause" under the employment or other
                           agreement, rather than to the foregoing definition.

DISABILITY          For Disability, the earlier of (i) the first anniversary of
                    the Participant's termination of employment for Disability
                    and (ii) 30 days after the Participant no longer has a
                    Disability, where "Disability" means the inability to engage
                    in any substantial gainful activity by reason of any
                    medically determinable physical or mental impairment that
                    can be expected to result in death or that has lasted or can
                    be expected to last for a continuous period of not less than
                    twelve months; or

DEATH               The date 24 months after the Participant's death.

                    If exercise is permitted after termination of
                    service-providing relationship, the Award will nevertheless
                    expire as of the date that the former service provider
                    violates any covenant not to compete in effect between the
                    Company or any Eligible Subsidiary and such person. In
                    addition, an Optionee who exercises an Option more than 90
                    days after termination of employment with the Company and/or
                    an Eligible Subsidiary will only receive ISO treatment to
                    the extent permitted by law, and becoming or remaining an
                    employee of another related company (that is not an Eligible
                    Subsidiary) or an independent contractor to the Company and
                    the Eligible Subsidiaries will not prevent loss of ISO
                    status because of the formal termination of employment.

                    Nothing in this Plan extends the term of an Award beyond the
                    tenth anniversary of its Date of Grant, nor does anything in
                    this Award Expiration section make an Award exercisable that
                    has not otherwise become exercisable.

AWARD               Award Agreements will set forth the terms of each Award and
AGREEMENT           will include such terms and conditions, consistent with the
                    Plan, as the Administrator may determine are necessary or
                    advisable. To the extent the agreement is inconsistent with
                    the Plan, the Plan will govern. The Award Agreements may
                    contain special rules. The Administrator may, but is not
                    required to, issue agreements for Stock Grants.

STOCK SUBJECT       Except as adjusted below under Adjustments upon Changes in
TO PLAN             Capital Stock,

                           the aggregate number of shares of Common Stock that
                           may be issued under the Awards (whether ISOs, NQSOs,
                           or Stock Grants) may not exceed 20% percent of the
                           total number of shares of Common Stock outstanding,
                           determined immediately after the grant of the Award;

                           the maximum number of shares that may be subject to
                           ISOs may not exceed 3,487,600; and

                           the maximum number of shares that may be granted
                           under Awards for a single individual in a calendar
                           year may not exceed 1,200,000. (The individual
                           maximum applies only to Awards first made under this
                           Plan and not to Awards made in substitution of a
                           prior employer's options or other incentives, except
                           as Code Section 162(m) otherwise requires.)

                    The Common Stock will come from either authorized but
                    unissued shares or from previously issued shares that the
                    Company reacquires, including shares it purchases on the
                    open market. If any Award expires, is canceled, or
                    terminates for any other reason, the shares of Common Stock
                    available under that Award will again be available for the
                    granting of new Awards (but will be counted against that
                    calendar year's limit for a given individual).

                                      -7-

<PAGE>

                    No adjustment will be made for a dividend or other right
                    (except a stock dividend) for which the record date precedes
                    the date of exercise.

                    The Participant will have no rights of a shareholder with
                    respect to the shares of stock subject to an Award except to
                    the extent that the Company has issued certificates for, or
                    otherwise confirmed ownership of, such shares upon the
                    exercise of the Award.

                    The Company will not issue fractional shares pursuant to the
                    exercise of an Award, but the Administrator may, in its
                    discretion, direct the Company to make a cash payment in
                    lieu of fractional shares.

PERSON WHO          During the Participant's lifetime, only the Participant or
MAY EXERCISE        his duly appointed guardian or personal representative may
                    exercise the Awards. After his death, his personal
                    representative or any other person authorized under a will
                    or under the laws of descent and distribution may exercise
                    any then exercisable portion of an Award. If someone other
                    than the original recipient seeks to exercise any portion of
                    an Award, the Administrator may request such proof as it may
                    consider necessary or appropriate of the person's right to
                    exercise the Award.

ADJUSTMENTS         Subject to any required action by the Company (which it
UPON CHANGES IN     shall promptly take) or its shareholders, and subject to
CAPITAL STOCK       the provisions of applicable corporate law, if, after the
                    Date of Grant of an Award,

                           the outstanding shares of Common Stock increase or
                           decrease or change into or are exchanged for a
                           different number or kind of security because of any
                           recapitalization, reclassification, stock split,
                           reverse stock split, combination of shares, exchange
                           of shares, stock dividend, or other distribution
                           payable in capital stock, or

                           some other increase or decrease in such Common Stock
                           occurs without the Company's receiving consideration

                    the Administrator may make a proportionate and appropriate
                    adjustment in the number of shares of Common Stock
                    underlying each Award, so that the proportionate interest of
                    the Participant immediately following such event will, to
                    the extent practicable, be the same as immediately before
                    such event. (This adjustment does not apply to Common Stock
                    that the Optionee has already purchased nor to Stock Grants
                    that are already nonforfeitable, except to the extent of
                    similar treatment for most shareholders.) Unless the
                    Administrator determines another method would be
                    appropriate, any such adjustment to an Award will not change
                    the total price with respect to shares of Common Stock
                    underlying the unexercised portion of the Award but will
                    include a corresponding proportionate adjustment in the
                    Award's Exercise Price. The Administrator will make a
                    commensurate change to the maximum number and kind of shares
                    provided in the Stock Subject to Plan section.

                    Any issue by the Company of any class of preferred stock, or
                    securities convertible into shares of common or preferred
                    stock of any class, will not affect, and no adjustment by
                    reason thereof will be made with respect to, the number of
                    shares of Common Stock subject to any Award or the Exercise
                    Price except as this Adjustments section specifically
                    provides. The grant of an Award under the Plan will not
                    affect in any way the right or power of the Company to make
                    adjustments, reclassifications, reorganizations or changes
                    of its capital or business structure, or to merge or to
                    consolidate, or to dissolve, liquidate, sell, or transfer
                    all or any part of its business or assets.

                                      -8-

<PAGE>

SUBSTANTIAL         Upon a Substantial Corporate Change, the Plan and any
CORPORATE           unexercised Awards will terminate unless provision is made
CHANGE              in writing in connection with such transaction for the
                    assumption or continuation of outstanding Awards, or the
                    substitution for such options or grants of any options or
                    grants covering the stock or securities of a successor
                    employer corporation, or a parent or subsidiary of such
                    successor, with appropriate adjustments as to the number and
                    kind of shares of stock and prices, in which event the
                    Awards will continue in the manner and under the terms so
                    provided.

                    Unless the Administrator determines otherwise, if an Award
                    would otherwise terminate under the preceding sentence,
                    Participants who are then Employees, consultants, advisors,
                    independent contractors, Eligible Officers and Eligible
                    Directors will have the right, at such time before the
                    consummation of the transaction causing such termination as
                    the Administrator reasonably designates, upon such
                    reasonable notice as determined by the Administrator, to
                    exercise any unexercised portions of the Award, whether or
                    not they had previously become exercisable.

                    A Substantial Corporate Change means:

                           the dissolution or liquidation of the Company,

                           merger, consolidation, or reorganization of the
                           Company with one or more corporations in which the
                           Company is not the surviving corporation,

                           the sale of substantially all of the assets of the
                           Company to another corporation, or

                           any transaction (including a merger or reorganization
                           in which the Company survives) approved by the Board
                           that results in any person or entity (other than any
                           affiliate of the Company as defined in Rule 144(a)(1)
                           under the Securities Act, any Company subsidiary, any
                           Company benefit plan, or any underwriter temporarily
                           holding securities for an offering of such
                           securities) owning 100% of the combined voting power
                           of all classes of stock of the Company.

ELIGIBLE            Eligible Subsidiary means each of the Company's
SUBSIDIARY          Subsidiaries, except as the Administrator otherwise
                    specifies. For ISO grants, Subsidiary means any corporation
                    (other than the Company) in an unbroken chain of
                    corporations including the Company if, at the time an ISO is
                    granted to a Participant under the Plan, each corporation
                    (other than the last corporation in the unbroken chain) owns
                    stock possessing 50% or more of the total combined voting
                    power of all classes of stock in another corporation in such
                    chain. For ISO purposes, Subsidiary also includes a
                    single-member limited liability company included within the
                    chain described in the preceding sentence. For NQSOs, the
                    Administrator may use a different definition of Subsidiary
                    in its discretion and may include other forms of entity at
                    the same level of equity relationship (or such other level
                    as the Board or the Administrator specifies).

LEGAL               The Company will not issue any shares of Common Stock under
COMPLIANCE          an Award until all applicable requirements imposed by
                    Federal and state securities and other laws, rules, and
                    regulations, and by any applicable regulatory agencies or
                    stock exchanges, have been fully met. To that end, the
                    Company may require the Participant to take any reasonable
                    action to comply with such requirements before issuing such
                    shares, including compliance with any Company black-out
                    periods or trading restrictions. No provision in the Plan or
                    action taken under it authorizes any action that is
                    otherwise prohibited by Federal or state laws.

                                      -9-

<PAGE>

                    The Plan is intended to conform to the extent necessary with
                    all provisions of the Securities Act of 1933, as amended
                    (the "Securities Act"), and the Securities Exchange Act of
                    1934, as amended (the "Exchange Act"), and all regulations
                    and rules the Securities and Exchange Commission issues
                    under those laws. Notwithstanding anything in the Plan to
                    the contrary, the Administrator must administer the Plan,
                    and Awards may be granted and exercised, only in a way that
                    conforms to such laws, rules, and regulations. To the extent
                    permitted by applicable law, the Plan and any Awards will be
                    deemed amended to the extent necessary to conform to such
                    laws, rules, and regulations.

PURCHASE FOR        Unless a registration statement under the Securities Act
INVESTMENT          covers the shares of Common Stock a Participant receives
AND OTHER           upon exercise of his Award, the Administrator may require,
RESTRICTIONS        at the time of such exercise or receipt of a grant, that the
                    Participant agree in writing to acquire such shares for
                    investment and not for public resale or distribution, unless
                    and until the shares subject to the Award are registered
                    under the Securities Act. Unless the shares are registered
                    under the Securities Act, the Participant must acknowledge:

                           that the shares purchased on exercise of the Award
                           are not so registered,

                           that the Participant may not sell or otherwise
                           transfer the shares unless:

                                  the shares have been registered under the
                                  Securities Act in connection with the sale or
                                  transfer thereof, or

                                  counsel satisfactory to the Company has issued
                                  an opinion satisfactory to the Company that
                                  the sale or other transfer of such shares is
                                  exempt from registration under the Securities
                                  Act, and

                                  such sale or transfer complies with all other
                                  applicable laws, rules, and regulations,
                                  including all applicable Federal and state
                                  securities laws, rules, and regulations.

                    Additionally, the Common Stock, when issued upon the
                    exercise of an Award, will be subject to any other transfer
                    restrictions, rights of first refusal, and rights of
                    repurchase set forth in or incorporated by reference into
                    other applicable documents, including the Company's articles
                    or certificate of incorporation, by-laws, or generally
                    applicable shareholders' agreements.

                    The Administrator may, in its sole discretion, take whatever
                    additional actions it deems appropriate to comply with such
                    restrictions and applicable laws, including placing legends
                    on certificates and issuing stop-transfer orders to transfer
                    agents and registrars.

TAX                 The Participant must satisfy all applicable Federal, state,
WITHHOLDING         and local income and employment tax withholding requirements
                    before the Company will deliver stock certificates or
                    otherwise recognize ownership upon the exercise of an Award.
                    The Company may decide to satisfy the minimum level of
                    withholding obligations through additional withholding on
                    salary or wages. If the Company does not or cannot withhold
                    from other compensation, the Participant must pay the
                    Company, with a cashier's check or certified check, the full
                    amounts required by withholding. Payment of withholding
                    obligations is due before the Company issues shares with
                    respect to the Award. If the Administrator so determines,
                    the Participant may instead satisfy the withholding
                    obligations by directing the Company to retain shares from
                    the Award exercise, by tendering previously owned shares, or
                    by attesting to his ownership of shares (with the
                    distribution of net shares).

                                      -10-

<PAGE>

TRANSFERS,          Unless the Administrator otherwise approves in advance in
ASSIGNMENTS,        writing for estate planning other purposes, an Award may not
AND PLEDGES         be assigned, pledged, or otherwise transferred in any way,
                    whether by operation of law or otherwise or through any
                    legal or equitable proceedings (including bankruptcy), by
                    the Participant to any person, except by will or by
                    operation of applicable laws of descent and distribution. If
                    necessary to comply with Rule 16b-3 of the Exchange Act, the
                    Participant may not transfer or pledge shares of Common
                    Stock acquired under a Stock Grant or upon exercise of an
                    Option until at least six months have elapsed from (but
                    excluding) the Date of Grant, unless the Administrator
                    approves otherwise in advance in writing. The Administrator
                    may, in its discretion, expressly provide that a Participant
                    may transfer his Award without receiving consideration to
                    (i) members of his immediate family (children,
                    grandchildren, or spouse); (ii) trusts for the benefit of
                    such family members; or (iii) partnerships where the only
                    partners are such family members.

AMENDMENT OR        The Board may amend, suspend, or terminate the Plan at any
TERMINATION         time, without the consent of the Participants or their
OF PLAN AND         beneficiaries; provided, however, that no amendment will
AWARDS              deprive any Participant or beneficiary of any previously
                    declared Award. Except as required by law or by the
                    Adjustments upon Changes in Capital Stock section, the Board
                    may not, without the Participant's or beneficiary's consent,
                    modify the terms and conditions of an Award so as to
                    adversely affect the Participant. No amendment, suspension,
                    or termination of the Plan will, without the Participant's
                    or beneficiary's consent, terminate or adversely affect any
                    right or obligations under any outstanding Awards.

PRIVILEGES          No Participant and no beneficiary or other person claiming
OF STOCK            under or through such Participant will have any right,
OWNERSHIP           title, or interest in or to any shares of Common Stock
                    allocated or reserved under the Plan or subject to any Award
                    except as to such shares of Common Stock if any, already
                    issued to such Participant.

EFFECT ON           Whether exercising or receiving an Award causes the
OTHER PLANS         Participant to accrue or receive additional benefits under
                    any pension or other plan is governed solely by the terms of
                    such other plan.

LIMITATIONS         Notwithstanding any other provisions of the Plan, no
ON LIABILITY        individual acting as an agent of the Company shall be liable
                    to any Participant, former Participant, spouse, beneficiary,
                    or any other person for any claim, loss, liability, or
                    expense incurred in connection with the Plan, nor shall such
                    individual be personally liable because of any contract or
                    other instrument he executes in such other capacity. The
                    Company will indemnify and hold harmless each agent of the
                    Company to whom any duty or power relating to the
                    administration or interpretation of the Plan has been or
                    will be delegated, against any cost or expense (including
                    attorneys' fees) or liability (including any sum paid in
                    settlement of a claim with the Administrator's approval)
                    arising out of any act or omission to act concerning this
                    Plan unless arising out of such person's own fraud or bad
                    faith.

NO EMPLOYMENT       Nothing contained in this Plan constitutes an employment
CONTRACT            contract between the Company and the Participants. The Plan
                    does not give any Participant any right to be retained in
                    the Company's employ, nor does it enlarge or diminish the
                    Company's right to end the Participant's employment or other
                    relationship with the Company.

APPLICABLE          The laws of the State of Wisconsin (other than its choice of
LAW                 law provisions) govern this Plan and its interpretation.

                                      -11-

<PAGE>

DURATION            Unless the Board extends the Plan's term, the Administrator
OF PLAN             may not grant Awards after June 8, 2008. The Plan will then
                    terminate but will continue to govern unexercised and
                    unexpired Awards.

                                      -12-