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                          STRATTEC SECURITY CORPORATION
                              STOCK INCENTIVE PLAN
                     (As amended effective October 8, 2002)


         1. Purpose; Definitions. The purpose of the Plan is to enable key
employees of the Company, its subsidiaries and affiliates to participate in the
Company's future by offering them proprietary interests in the Company. The Plan
also provides a means through which the Company can attract and retain key
employees of merit.

                  For purposes of the Plan, the following terms are defined as
set forth below:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.

                  (c) "Commission" means the Securities and Exchange Commission
or any successor agency.

                  (d) "Committee" means the Committee referred to in Section 2.

                  (e) "Company" means STRATTEC SECURITY CORPORATION, a
corporation organized under the laws of the State of Wisconsin, or any successor
corporation.

                  (f) "Disability" means permanent and total disability as
determined under procedures established by the Committee for purposes of the
Plan.

                  (g) "Early Retirement" means retirement, with the consent of
and for purposes of the Company, from active employment with the Company, a
subsidiary or affiliate pursuant to the early retirement provisions of the
applicable pension plan of such employer.

                  (h) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, and any successor thereto.

                  (i) "Fair Market Value" means, except as provided in Sections
5(k) and 6(b)(ii): (i) with respect to Non-Qualified Stock Options granted in
connection with the distribution of Stock made by Briggs & Stratton Corporation
to its shareholders, the average closing price of the Stock on the NASDAQ
National Market System during the five trading days after the effective date of
such distribution; and (ii) in all other instances, the mean, as of any given
date, between the highest and lowest reported sales prices of the Stock on the
NASDAQ National Market System or, if no such sale of Stock occurs on the NASDAQ
National Market System on such date, the fair market value of the Stock as
determined by the Committee in good faith.


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                  (j) "Incentive Stock Option" means any Stock Option intended
to be and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

                  (k) "Non-Employee Director" shall have the meaning set forth
in Rule 16b-3(b)(3)(i), as promulgated by the Commission under the Exchange Act,
or any successor definition adopted by the Commission.

                  (l) "Non-Qualified Stock Option" means any Stock Option that
is not an Incentive Stock Option.

                  (m) "Normal Retirement" means retirement from active
employment with the Company, a subsidiary or affiliate at or after age 65.

                  (n) "Plan" means the STRATTEC SECURITY CORPORATION Stock
Incentive Plan, as set forth herein and as hereinafter amended from time to
time.

                  (o) "Retirement" means Normal Retirement or Early Retirement.

                  (p) "Rule 16b-3" means Rule 16b-3, as promulgated by the
Commission under Section 16(b) of the Exchange Act, as amended from time to
time.

                  (q) "Stock" means the Common Stock, $.01 par value per share,
of the Company.

                  (r) "Stock Appreciation Right" means a right granted under
Section 6.

                  (s) "Stock Option" or "Option" means an Option or Leveraged
Stock Option granted under Section 5.

                  In addition, the terms "Change in Control" and "Change in
Control Price" have the meanings set forth in Sections 7(b) and (c),
respectively, and other capitalized terms used herein shall have the meanings
ascribed to such terms in the relevant section of this Plan.

         2. Administration. The Plan shall be administered by the Compensation
Committee of the Board or such other committee of the Board, composed solely of
two or more Non-Employee Directors, who shall be appointed by the Board and who
shall serve at the pleasure of the Board. If at any time no Committee shall be
in office, the functions of the Committee specified in the Plan shall be
exercised by the Board.

                  The Committee shall have plenary authority to grant to
eligible employees, pursuant to the terms of the Plan, Stock Options and Stock
Appreciation Rights.

                  In particular, the Committee shall have the authority, subject
to the terms of the Plan:




                                       2
<PAGE>

                  (a) to select the officers and other key employees to whom
Stock Options and Stock Appreciation Rights may from time to time be granted;

                  (b) to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options and Stock Appreciation Rights or any
combination thereof are to be granted hereunder,

                  (c) to determine the number of shares to be covered by each
award granted hereunder,

                  (d) to determine the terms and conditions of any award granted
hereunder (including, but not limited to, the share price, any restriction or
limitation and any vesting acceleration or forfeiture waiver regarding any Stock
Option or other award and the shares of Stock relating thereto, based on such
factors as the Committee shall determine);

                  (e) to adjust the performance goals and measurements
applicable to performance-based awards pursuant to the terms of the Plan;

                  (f) to determine under what circumstances a Stock Option may
be settled in cash under Section 5(k); and

                  (g) to determine to what extent and under what circumstances
Stock and other amounts payable with respect to an award shall be deferred.

The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

                  The Committee may act only by a majority of its members then
in office, except that the members thereof may authorize any one or more of
their number or any officer of the Company to execute and deliver documents on
behalf of the Committee.

                  Any determination made by the Committee pursuant to the
provisions of the Plan with respect to any award shall be made in its sole
discretion at the time of the grant of the award or, unless in contravention of
any express term of the Plan, at any time thereafter. All decisions made by the
Committee pursuant to the provisions of the Plan shall be final and binding on
all persons, including the Company and Plan participants.

         3. Stock Subject to Plan. The total number of shares of Stock reserved
and available for distribution under the Plan shall be 1,600,000 shares. Such
shares may consist, in whole or in part, of authorized and unissued shares or
treasury shares.

                  Subject to Section 6(b)(iv), if any shares of Stock that have
been optioned cease to be subject to a Stock Option or if any Stock Option or
other award otherwise terminates



                                       3
<PAGE>

without a payment being made to the participant in the form of Stock, such
shares shall again be available for distribution in connection with awards under
the Plan.

                  In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split or other change in corporate
structure affecting the Stock, such substitution or adjustments shall be made in
the aggregate number of shares reserved for issuance under the Plan, in the
number and option price of shares subject to outstanding Stock Options and in
the number of shares subject to other outstanding awards granted under the Plan
as may be determined to be appropriate by the Board, in its sole discretion;
provided, however, that the number of shares subject to any award shall always
be a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Company upon the exercise of any Stock Appreciation
Right associated with any Stock Option.

         4. Eligibility. Officers and other key employees of the Company, its
subsidiaries and affiliates (but excluding members of the Committee and any
person who serves only as a director) who are responsible for or contribute to
the management, growth and profitability of the business of the Company, its
subsidiaries or affiliates are eligible to be granted awards under the Plan.

         5. Stock Options. Stock Options may be granted alone or in addition to
other awards granted under the Plan and may be of two types: Incentive Stock
Options and Non-Qualified Stock Options. Any Stock Option granted under the Plan
shall be in such form as the Committee may from time to time approve.

                  The Committee shall have the authority to grant to any
optionee Incentive Stock Options, Non-Qualified Stock Options or both types of
Stock Options (in each case with or without Stock Appreciation Rights).

                  Incentive Stock Options may be granted only to employees of
the Company and its subsidiaries (within the meaning of Section 425(f) of the
Code). To the extent that any Stock Option does not qualify as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Stock Option.

                  Stock Options shall be evidenced by option agreements, the
terms and provisions of which may differ. An option agreement shall indicate on
its face whether it is an agreement for Incentive Stock Options or NonQualified
Stock Options. The grant of a Stock Option shall occur on the date the Committee
by resolution selects an employee as a participant in any grant of Stock
Options, determines the number of Stock Options to be granted to such employee
and specifies the terms and provisions of the option agreement. The Company
shall notify a participant of any grant of Stock Options, and a written option
agreement or agreements shall be duly executed and delivered by the Company.

                  Anything in the Plan to the contrary notwithstanding, no term
of the Plan relating to Incentive Stock Options shall be interpreted, amended or
altered nor shall any discretion or authority granted under the Plan be
exercised so as to disqualify the Plan under



                                       4
<PAGE>

Section 422 of the Code or, without the consent of the optionee affected, to
disqualify any Incentive Stock Option under such Section 422.

                  Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions as the Committee shall deem desirable:

                  (a) Option Price. The option price per share of Stock
purchasable under a Stock Option shall be equal to the Fair Market Value of the
Stock at time of grant or such higher price as shall be determined by the
Committee at grant.

                  (b) Option Term. The term of each Stock Option shall be fixed
by the Committee, but no Incentive Stock Option shall be exercisable more than
10 years after the date the Option is granted, and no Non-Qualified Stock Option
shall be exercisable more than 10 years and one day after the date the Option is
granted.

                  (c) Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee. If the Committee provides that any Stock Option is exercisable
only in installments, the Committee may at any time waive such installment
exercise provisions, in whole or in part, based on such factors as the Committee
may determine.

                  (d) Method of Exercise. Subject to the provisions of this
Section 5, Stock Options may be exercised, in whole or in part, at any time
during the option period by giving written notice of exercise to the Company
specifying the number of shares to be purchased.

                           Such notice shall be accompanied by the payment in
full of the purchase price for such shares or, to the extent authorized by the
Committee, by irrevocable instructions to a broker to promptly pay to the
Company in full the purchase price for such shares. Such payment shall be made
in cash, outstanding shares of Stock, in combinations thereof, or any other
method of payment approved by the Committee; provided, however, that the deposit
of any withholding tax shall be made in accordance with applicable law. If
shares of Stock are being used in part or full payment for the shares to be
acquired upon exercise of the Stock Option, such shares shall be valued for the
purpose of such exchange as of the date of exercise of the Stock Option at the
Fair Market Value of the shares. Any certificates evidencing shares of Stock
used to pay the purchase price shall be accompanied by stock powers duly
endorsed in blank by the registered holder of the certificate (with signatures
thereon guaranteed). In the event the certificates tendered by the holder in
such payment cover more shares than are required for such payment, the
certificate shall also be accompanied by instructions from the holder to the
Company's transfer agent with regard to the disposition of the balance of the
shares covered thereby.

                           No shares of Stock shall be issued until full payment
therefor has been made. An optionee shall have all of the rights of a
stockholder of the Company, including the right to vote the shares and the right
to receive dividends, with respect to shares subject to the



                                       5
<PAGE>

Stock Option when the optionee has given written notice of exercise, has paid in
full for such shares and, if requested, has given the representation described
in Section 11(a).

                  (e) Non-transferability of Options. No Stock Option shall be
transferable by the optionee other than by will or by laws of descent and
distribution, and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee or by the guardian or legal representative of the
optionee, it being understood that the terms "holder" and "optionee" include the
guardian and legal representative of the optionee named in the option agreement
and any person to whom an option is transferred by will or the laws of descent
and distribution.

                  (f) Termination by Death. Subject to Section 5(j), if an
optionee's employment terminates by reason of death, any Stock Option held by
such optionee may thereafter be exercised, to the extent then exercisable or on
such accelerated basis as the Committee may determine, for a period of one year
(or such other period as the Committee may specify) from the date of such death
or until the expiration of the stated term of such Stock Option, whichever
period is the shorter.

                  (g) Termination by Reason of Disability. Subject to Section
5(j), if an optionee's employment terminates by reason of Disability, any Stock
Option held by such optionee may thereafter be exercised by the optionee, to the
extent it was exercisable at the time of termination or on such accelerated
basis as the Committee may determine, for a period of three years (or such
shorter period as the Committee may specify at grant) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that, if the
optionee dies within such three-year period (or such shorter period), any
unexercised Stock Option held by such optionee shall, notwithstanding the
expiration of such three-year (or such shorter) period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a
period of 12 months from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter. In the event
of termination of employment by reason of Disability, if an Incentive Stock
Option is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

                  (h) Termination by Reason of Retirement. Subject to Section
5(j), if an optionee's employment terminates by reason of Retirement, any Stock
Option held by such optionee may thereafter be exercised by the optionee, to the
extent it was exercisable at the time of such Retirement or on such accelerated
basis as the Committee may determine, for a period of three years (or such
shorter period as the Committee may specify at grant) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter, provided, however, that, if the
optionee dies within such three-year (or such shorter) period any unexercised
Stock option held by such optionee shall, notwithstanding the expiration of such
three-year (or such shorter) period, continue to be exercisable to the extent to
which it was exercisable at the time of death for a period of 12 months from the
date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter. In the event of termination of
employment by reason of



                                       6
<PAGE>

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

                  (i) Other Termination. Unless otherwise determined by the
Committee, if an optionee's employment terminates for any reason other than
death, Disability or Retirement, the Stock Option shall thereupon terminate,
except that such Stock Option, to the extent then exercisable, may be exercised
for the lesser of three months or the balance of such Stock Option's term if the
optionee is involuntarily terminated by the Company, a subsidiary or affiliate
without cause. Notwithstanding the foregoing, if an optionee's employment
terminates at or after a Change in Control (as defined in Section 7(b)), other
than by reason of death, Disability or Retirement, any Stock Option held by such
optionee shall be exercisable for the lesser of (x) six months and one day, and
(y) the balance of such Stock Option's term pursuant to Section 5(b).

                  (j) Incentive Stock Option Limitations. To the extent required
for "incentive stock option" status under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Stock with respect
to which Incentive Stock Options granted after 1986 are exercisable for the
first time by the optionee during any calendar year under the Plan and any other
stock option plan of any subsidiary or parent corporation (within the meaning of
Section 425 of the Code) after 1986 shall not exceed $100,000.

                           The Committee is authorized to provide at grant that,
to the extent permitted under Section 422 of the Code, if a participant's
employment with the Company and its subsidiaries is terminated by reason of
death, Disability or Retirement and the portion of any Incentive Stock Option
that is otherwise exercisable during the post-termination period specified under
Sections 5(f), (g), or (h), applied without regard to this Section 5(j), is
greater than the portion of such option that is exercisable as an "incentive
stock option" during such post-termination period under Section 422, such
post-termination period shall automatically be extended (but not beyond the
original option term) to the extent necessary to permit the optionee to exercise
such Incentive Stock Option (either as an. Incentive Stock Option or, if
exercised after the expiration periods that apply for the purposes of Section
422, as a Non-Qualified Stock Option).

                  (k) Cashing Out of Option. On receipt of written notice of
exercise, the Committee may elect to cash out all or part of the portion of any
Stock Option to be exercised by paying the optionee an amount, in cash or Stock,
equal to the excess of the Fair Market Value of the Stock over the option price
(the "Spread Value") on the effective date of such cash out.

                           Cash outs relating to options held by optionees who
are actually or potentially subject to Section 16(b) of the Exchange Act shall
comply with the provisions of Rule 16b-3, to the extent applicable, and, in the
case of cash outs of Non-Qualified Stock Options held by such optionees, the
Committee may determine Fair Market Value under the pricing rule set forth in
Section 6(b)(ii).



                                       7
<PAGE>

                  (l) Leveraged Stock Options. Any of the shares of Stock
reserved and available for distribution under the Plan may be used for grants of
"Leveraged Stock Options" pursuant to the Company's Leveraged Stock Option
Program described below (the "LSO Program").

                           (i) Objectives. The LSO Program is designed to build
upon the Company's Economic Value Added Incentive Compensation Plan ("EVA Plan")
by tying the interests of certain senior executives ("Senior Executives") to the
long term consolidated results of the Company. In this way, the objectives of
Senior Executives will be more closely aligned with the Company's shareholders.
Whereas the EVA Plan provides for near and intermediate term rewards, the LSO
Program provides a longer term focus by allowing Senior Executives to
participate in the long-term appreciation in the equity value of the Company. In
general, the LSO Program is structured such that each year an amount equivalent
to the Total Bonus Payout under the EVA Plan is invested on behalf of Senior
Executives in options on the Company's Stock ("LSOs"). These LSOs become
exercisable after they have been held for three years, and they expire at the
end of five years. The LSO Program is also structured so that a fair return must
be provided to the Company's shareholders before the options become valuable.

                           (ii) Leveraged Stock Option Grant. For fiscal 1995
and subsequent years, the dollar amount to be invested in LSOs for each Senior
Executive shall be equal to the amount of each Senior Executive's Total Bonus
Payout determined under the EVA Plan effective for the applicable fiscal year.
The number of LSOs awarded shall be determined by dividing (a) the dollar amount
of such LSO award by (b) 10% of the Fair Market Value of Company stock on the
date of the grant, as determined by the Committee, rounded (up or down) to the
nearest 10 shares.

                           (iii) Term. All LSOs shall be exercisable beginning
on the third anniversary of the date of. grant, and shall terminate on the fifth
anniversary of the date of grant unless sooner exercised, unless the Committee
determines other dates.

                           (iv) Exercise Price. The exercise price for LSOs
shall be the product of 90% of the Fair Market Value per share as determined
above, times the sum taken to the fifth (5th) power of (a) 1, plus (b) the
Estimated Annual Growth Rate, but in no event may the exercise price be less
than Fair Market Value on the date of grant. The Estimated Annual Growth Rate
(intended to represent annual percentage stock appreciation at least in the
amount of the Company's cost of capital, with due consideration for dividends
paid, risk and illiquidity) is the average daily closing 30-year U.S. Treasury
bond yield rate for the month of April immediately preceding the relevant Plan
year, plus 2%. So,

Exercise Price = (.9 X FMV) X (1 + Estimated Annual Growth Rate)(5)

Example:    $15 share price; 9.75% Estimated Annual Growth Rate (7.75% 30-year
            U.S. Treasury bond rate, plus 2%): $13.50 (90% FMV)
            X (1.0975)(5) = $21.50

                           (v) Limitations on LSO Grants and Carryover.
Notwithstanding subsection (l)(ii), the maximum number of LSOs that may be
granted to all



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Senior Executives for any Plan year during the five (5) year term of this LSO
Program, shall be 80,000. In the event that the 80,000 limitation shall be in
effect for any Plan year, the dollar amount to be invested for each Senior
Executive shall be reduced by proration based on the aggregate Total Bonus
Payouts of all Senior Executives so that the limitation is not exceeded. The
amount of any such reduction shall be carried forward to subsequent years and
invested in LSOs to the extent the annual limitation is not exceeded in such
years.

                           (vi) The Plan. Except as modified herein, LSOs are
Incentive Stock Options to the extent they are eligible for treatment as such
under Section 422 of the Internal Revenue Code. If not eligible for Incentive
Stock Option treatment, the LSOs shall constitute Non-Qualified Stock Options.
Except as specifically modified herein, LSOs shall be governed by the terms of
the Plan.

         6. Stock Appreciation Rights.

                  (a) Grant and Exercise. Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option granted under the
Plan. In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of grant of such Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of grant of
such Stock Option.

                           A Stock Appreciation Right or applicable portion
thereof granted with respect to a given Stock Option shall terminate and no
longer be exercisable upon the termination or exercise of the related Stock
Option, except that, unless otherwise determined by the Committee at the time of
grant, a Stock Appreciation Right granted with respect to less than the full
number of shares covered by a related Stock Option shall not be reduced until
the number of shares covered by an exercise or termination of the related Stock
Option exceeds the number of shares not covered by the Stock Appreciation Right.

                           A Stock Appreciation Right may be exercised by an
optionee in accordance with Section 6(b) by surrendering the applicable portion
of the related Stock Option in accordance with procedures established by the
Committee. Upon such exercise and surrender, the optionee shall be entitled to
receive an amount determined in the manner prescribed in Section 6(b). Stock
Options which have been so surrendered shall no longer be exercisable to the
extent the related Stock Appreciation Rights have been exercised.

                  (b) Terms and Conditions. Stock Appreciation Rights shall be
subject to such terms and conditions as shall be determined by the Committee,
including the following:

                           (i) Stock Appreciation Rights shall be exercisable
only at such time or times and to the extent that the Stock Options to which
they relate are exercisable in accordance with the provisions of Section 5 and
this Section 6.

                           (ii) Upon the exercise of a Stock Appreciation Right,
an optionee shall be entitled to receive an amount in cash, shares of Stock or
both equal in value to the excess of the Fair Market Value of one share of Stock
over the option price per share



                                       9
<PAGE>
specified in the related Stock Option multiplied by the number of shares in
respect of which the Stock Appreciation Right shall have been exercised, with
the Committee having the right to determine the form of payment.

                                 In the case of Stock Appreciation Rights
relating to Stock Options held by optionees who are actually or potentially
subject to Section 16(b) of the Exchange Act, the Committee may require that
such Stock Appreciation Rights be exercised only in accordance with the
applicable provisions of Rule 16b-3.

                           (iii) Stock Appreciation Rights shall be transferable
only when and to the extent that the underlying Stock Option would be
transferable under Section 5(e).

                           (iv) Upon the exercise of a Stock Appreciation Right,
the Stock Option or part thereof to which such Stock Appreciation Right is
related shall be deemed to have been exercised for the purpose of the limitation
set forth in Section 3 on the number of shares of Stock to be issued under the
Plan, but only to the extent of the number of shares issued under the Stock
Appreciation Right at the time of exercise based on the value of the Stock
Appreciation Right at such time.

         7. Change In Control Provisions.

                  (a) Impact of Event. Notwithstanding any other provision of
the Plan to the contrary, in the event of a Change in Control (as defined in
Section 7(b)), any Stock Appreciation Rights and Stock Options outstanding as of
the date such Change in Control is determined to have occurred and not then
exercisable and vested shall become fully exercisable and vested to the full
extent of the original grant.

                  (b) Definition of Change in Control. For purposes of the Plan,
a "Change in Control" shall mean the happening of any of the following events:

                           (i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d) (3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares of Stock
of the Company (the "outstanding Company Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction described in clauses (i), (ii) and (iii) of paragraph
(3) of this subsection (b) of this Section 7; or

                           (ii) Individuals who, as of February 27, 1995,
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual
becoming a director subsequent to February 27,



                                       10
<PAGE>

1995 whose election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or

                           (iii) Approval by the shareholders of the Company of
a reorganization, merger or consolidation (a "Business Combination"), in each
case, unless, following such Business Combination, (i) all or substantially all
of the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (ii) no Person (excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or

                           (iv) Approval by the shareholders of the Company of
(i) a complete liquidation or dissolution of the Company or (ii) the sale or
other disposition of all or substantially all of the assets of the Company,
other than to a corporation, with respect to which following such sale or other
disposition, (A) more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) less than 20% of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by any Person (excluding any
employee benefit plan (or related trust) of the Company or such



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<PAGE>

corporation), except to the extent that such Person owned 20% or more of the
Outstanding Company Common Stock or Outstanding Company Voting Securities prior
to the sale or disposition and (C) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such sale or other disposition of assets of the Company or
were elected, appointed or nominated by the Board.

                  (c) Change in Control Price. For purposes of the Plan, "Change
in Control Price" means the highest price per share paid in any transaction
reported on the NASDAQ National Market System or paid or offered in any bona
fide transaction related to a potential or actual change in control of the
Company at any time during the preceding 60 day period as determined by the
Committee, except that, in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, such price shall be
based only on transactions reported for the date on which the Committee decides
to cash out such options.

         8. Amendments and Termination. The Board may amend, alter or
discontinue the Plan but no amendment, alteration or discontinuation shall be
made (i) which would impair the rights of an optionee under a Stock Option or a
recipient of a Stock Appreciation Right theretofore granted without the
optionee's or recipient's consent or (ii) which, without the approval of the
Company's stockholders, would:

                  (a) except as expressly provided in the Plan, increase the
total number of shares reserved for the purpose of the Plan;

                  (b) except as expressly provided in the Plan, decrease the
option price of any Stock Option to less than the Fair Market Value on the date
of grant;

                  (c) change the class of employees eligible to participate in
the Plan;

                  (d) extend the maximum option period under Section 5(b);

                  (e) otherwise materially increase the benefits to participants
in the Plan; or

                  (f) amend Section 9 or this Section 8.

                  The Committee may amend the terms of any Stock Option or other
award theretofore granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without the holder's consent.

                  Subject to the above provisions, the Board shall have
authority to amend the Plan to take into account changes in law and tax and
accounting rules, as well as other developments.

         9. Repricing. Except for adjustments pursuant to Section 3, neither the
per share option price for any Stock Option granted pursuant to Section 5 or the
per share grant price



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for any Stock Appreciation Right granted pursuant to Section 6 may be decreased
after the date of grant nor may an outstanding Stock Option or an outstanding
Stock Appreciation Right be surrendered to the Company as consideration for the
grant of a new Stock Option or new Stock Appreciation Right with a lower
exercise or grant price without the approval of the Company's stockholders.

         10. Unfunded Status of Plan. It is presently intended that the Plan
constitute an "unfunded" plan for incentive and deferred compensation. The
Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Stock or make payments; provided,
however, that, unless the Committee otherwise determines, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.

         11. General Provisions.

                  (a) The Committee may require each person purchasing shares
pursuant to a Stock Option to represent to and agree with the Company in writing
that the optionee or participant is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

                           All certificates for shares of Stock or other
securities delivered under the Plan shall be subject to such stock transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Commission, any stock exchange
upon which the Stock is then listed and any applicable federal or state
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

                  (b) Nothing contained in this Plan shall prevent the Company,
a subsidiary or affiliate from adopting other or additional compensation
arrangements for its employees.

                  (c) The adoption of the Plan shall not confer upon any
employee any right to continued employment nor shall it interfere in any way
with the right of the Company, a subsidiary or affiliate to terminate the
employment of any employee at any time.

                  (d) No later than the dates as of which an amount first
becomes includable in the gross income of the participant for federal income tax
purposes with respect to any award under the Plan, the participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Company, withholding obligations may be settled with Stock, including Stock
that is part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements, and the Company, its subsidiaries and affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the participant.




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                  (e) At the time of grant, the Committee may provide in
connection with any grant made under this Plan that the shares of Stock received
as a result of such grant shall be subject to a right of first refusal pursuant
to which the participant shall be required to offer to the Company any shares
that the participant wishes to sell at the then Fair Market Value of the Stock,
subject to such other terms and conditions as the Committee may specify at the
time of grant.

                  (f) The Committee shall establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be paid.

                  (g) The Plan and all awards made and actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of
Wisconsin.























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