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                                                                     Exhibit 4.1

                             SCHOOL SPECIALTY, INC.
                            2002 STOCK INCENTIVE PLAN

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. 2002 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 is effective as of June 11,
               2002 (the "Effective Date").

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 or Eligible Subsidiaries and
               may, to the extent consistent with Wisconsin law, delegate to
               officers of the Company the authority to make Option grants.

               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 its
AWARDS         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 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.

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,

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               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 the
VALUE          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.

               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.

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               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 held by
CONTROL        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 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

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               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 Participant
EXERCISE       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.

               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 Date
EXPIRATION     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 service-providing
TERMINATION    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. 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

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               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 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.

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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 1,500,000;

                    the maximum number of such shares that may be subject to
                    ISOs may not exceed 1,500,000; and

                    the maximum number of shares that may be granted under
                    Awards for a single individual in a calendar year may not
                    exceed 500,000. (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).

                 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 his
MAY EXERCISE     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 shall
UPON CHANGES IN  promptly take) or its shareholders, and subject to the
CAPITAL STOCK    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

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                    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.

SUBSTANTIAL      Upon a Substantial Corporate Change, the Plan and any
CORPORATE        unexercised Awards will terminate unless provision is made in
CHANGE           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

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                    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 Subsidiaries,
SUBSIDIARY       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 an
COMPLIANCE       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.

                 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 cover
INVESTMENT       the shares of Common Stock a Participant receives upon exercise
AND OTHER        of his Award, the Administrator may require, at the time of
RESTRICTIONS     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

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                            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, and
WITHHOLDING      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 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 minimum level of
                 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).

TRANSFERS,       Unless the Administrator otherwise approves in advance in
ASSIGNMENTS,     writing for estate planning or 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 deprive
AWARDS           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, title,
OWNERSHIP        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.

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<PAGE>

EFFECT ON        Whether exercising or receiving an Award causes the Participant
OTHER PLANS      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 individual
ON LIABILITY     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.

DURATION         Unless the Board extends the Plan's term, the Administrator may
OF PLAN          not grant Awards after June 11, 2012. The Plan will then
                 terminate but will continue to govern unexercised and unexpired
                 Awards.

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