Exhibit 10.1




                    MID-WISCONSIN FINANCIAL SERVICES, INC.

                            1999 STOCK OPTION PLAN

                          As amended January 18, 2006



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


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

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

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

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

      Section 2.3.  "Change in Control" has the meaning set forth in Section
9.2.
<PAGE>
      Section 2.4.  "Code" means the Internal Revenue Code of 1986, as amended.
The reference to any specific section of the Code shall include any successor
section or sections.

      Section 2.5.  "Committee" means, subject to the provisions of Section 4,
the Stock Option Committee of the Board.

      Section 2.6.  "Common Stock" means the common stock, $.10 par value per
share, of the Company.
                                       -1-
      Section 2.7.  "Company" means Mid-Wisconsin Financial Services, Inc., a
Wisconsin corporation.

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

      Section 2.9.  "Effective Date" means December 31, 1999.

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

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

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

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

            (b)  Over-the-Counter.  If the principal market for the Common
      Stock is an over-the-counter market, "Fair Market Value" means the
      average of the highest bid and lowest ask prices of the Common Stock
      reported in The Nasdaq National Market, or The Nasdaq Small Cap Market,
      or if the Common Stock is not then listed for trading in either of such
      markets, the average of the highest bid and lowest ask prices of the
      Common Stock reported on the OTC Bulletin Board, or, if prices for the
      Common Stock are not quoted on the OTC Bulletin Board, the average of the
<PAGE>
      highest bid and lowest ask prices reported on any other bona fide over-
      the-counter stock market selected in good faith by the Committee.
                                       -2-
            (c)  Other Determination.  If subparagraphs (a) and (b) are not
      applicable, "Fair Market Value" shall mean such amount as may be
      determined by the Committee by whatever means or method as the Committee,
      in the good faith exercise of its discretion, shall at such time deem
      appropriate.

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

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

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

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

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

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

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

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

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

      Section 2.21.  "Share" means a share of Common Stock.
                                       -3-
      Section 2.22.  "Subsidiary" means any corporation, partnership, or other
entity in which the Company owns, directly or indirectly, at least a 50%
interest in the voting rights or profits.
<PAGE>
      Section 2.23.  "Termination of Employment" means the termination of the
participant's employment with, or performance of services for, the Company and
any of its Subsidiaries.  A participant employed by, or performing services
for, a Subsidiary shall also be deemed to incur a Termination of Employment if
the Subsidiary ceases to be such a Subsidiary and the participant does not
immediately thereafter become an employee of the Company or another Subsidiary.
Temporary absences from employment because of illness, vacation, or leave of
absence and transfers among the Company and its Subsidiaries shall not be
considered Terminations of Employment.  For purposes of the Plan, a
participant's employment shall be deemed to have terminated at the close of
business on the day preceding the first date on which he or she is no longer
for any reason whatsoever employed by the Company or any of its Subsidiaries.

      Section 3.  Number of Shares Available for Options.

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

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

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

      Section 3.4  Stock Dividends, etc.  If the Company shall, after the
Effective Date, change the Common Stock into a greater or lesser number of
Shares through a stock dividend, stock split-up or combination of Shares, then
(a) the number of Shares then subject to the Plan as provided for in Section
3.1, but which are not then subject to any outstanding Option, (b) the number
of Shares subject to each then outstanding Option (to the extent not previously
exercised), and (c) the price per Share payable upon exercise of each then
outstanding Option, shall all be proportionately increased or decreased as of
the record date for such stock dividend, stock split-up or combination of
Shares in order to give effect thereto.  Notwithstanding any such proportionate
increase or decrease, no fraction of a Share shall be issued upon the exercise
of an Option and the Shares subject to an Option shall be rounded to the
nearest whole Share.
                                       -4-
      Section 3.5  Other Changes.  If, after the Effective Date, there shall be
any change in the Common Stock or other change in the capitalization of the
Company other than through a stock dividend, stock split-up or combination of
Shares, including, but not limited to, a change which results from a merger,
consolidation, spin-off, or other distribution of stock or property of the
Company, any reorganization (whether or not such reorganization is within the
<PAGE>
meaning of Section 368 of the Code), or any partial or complete liquidation of
the Company, then if, and only if, the Committee shall determine that such
change equitably requires an adjustment in (a) the number or kind of shares of
stock then reserved for issuance under Section 3.1, (b) the number or kind of
shares of stock then subject to an Option, (c) the Option Price with respect to
an Option, or (d) any other limitation on the Option which may be granted to
any participant, to the extent such adjustment does not cause any Option to
fail to satisfy the requirements for exemption from the limitations on
deductibility imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(c) of the Code if such Option would have satisfied such
requirements immediately prior to such adjustment and if such Option, if then
exercised, would, when added to the Optionee's estimated compensation from the
Company and all Subsidiaries for such year, exceed the deductibility limits of
Section 162(m) of the Code, such adjustment as the Committee shall determine is
equitable and as shall be approved by the Board shall be made and shall be
effective and binding for all purposes of such Option and the Plan.  If any
member of the Board shall, at the time of such approval, be an Optionee, he
shall not participate in action in connection with such adjustment.

      Section 4.  Administration of the Plan.

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

      Section 4.2  Membership of the Committee.

            (a)  Membership Qualifications.  Except as provided in this Section
      4.2, at all times the Committee shall consist of not less than three
      members designated by the Board
                                       -5-
      from among those of its members who are not officers or employees of the
      Company or a Subsidiary and each of whom is (a) a "non-employee director"
      within the meaning of Rule 16b-3 under the Exchange Act (a "Non-Employee
      Director") and (b) an "outside director" within the meaning of Section
      162(m) of the Code (an "Outside Director"); provided, however, that in
      addition to the Board's general authority to amend the Plan as provided
      for in Section 10.1, the Board shall have the specific authority to
<PAGE>
      modify or eliminate the foregoing qualifications or adopt such other
      qualifications as are reasonably intended to result in (x) the award of
      Options, and transactions with respect to the award or exercise of such
      Options, satisfying an exemption from Section 16(b) of the Exchange Act,
      or any successor thereto, and (y) compensation recognized by Optionees
      qualifying as a deductible expense of the Company under the
      "performance-based compensation" exception to compensation deduction
      limits which would otherwise be imposed on the Company under Section
      162(m) of the Code.

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

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

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

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

      Section 4.5  Limitation on Liability and Indemnification of Board.  No
member of the Board, no executive officer or other employee of the Company, and
no other agent or representative of the Company shall be liable for any act,
omission, interpretation, construction, or determination made in connection
with the Plan in good faith, and all such persons shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
                                       -6-
damage, or expense (including attorneys fees) arising therefrom to the full
extent permitted by law, except as otherwise may be provided in the Company's
articles of incorporation and/or by-laws, and under any directors' and
officers' liability insurance that may be in effect from time to time.

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

      Section 6.  Awarding of Options.

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

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

      Section 6.3  Terms and Conditions of the Options.  In addition to any
other terms, conditions, and limitations specified in the Plan, each Option
awarded hereunder shall, as to each Optionee, satisfy the following
requirements:

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

            (b)   Expiration.  No Incentive Stock Option shall be exercisable
      after the expiration of ten years from the date such Option is awarded.
      No Non-Qualified Stock
                                       -7-
      Option shall be exercisable after the expiration of twenty years from the
      date such Option is awarded.

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

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

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

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

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

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

                  (iv)  Other Termination.  If an Optionee incurs a Termination
            of Employment for any reason other than death, Disability, or
            Retirement, any Option held by such Optionee shall terminate.
                                       -8-
                  (v)  Notwithstanding any other provision of this Plan to the
            contrary, in the event an Optionee incurs a Termination of
            Employment other than for Cause during the 24-month period
            following a Change in Control, any Option held by such Optionee may
            thereafter be exercised by the Optionee, to the extent it was
            exercisable at the time of termination, for (x) the longer of (i)
            one year from such date of termination or (ii) such other period as
            may be provided in the Plan for such Termination of Employment, or
            (y) until expiration of the stated term of such Stock Option,
            whichever period is shorter.  If an Incentive Stock Option is
            exercised after the expiration of the post-termination exercise
            periods that apply for purposes of Section 422 of the Code, such
            Stock Option will thereafter be treated as a Non-Qualified Stock
            Option.

      If an Incentive Stock Option is exercised after the expiration of the
      exercise periods that apply for purposes of Section 422 of the Code, such
      Option will thereafter be treated as a Non-Qualified Stock Option.
<PAGE>
            (f)   Minimum Holding Period.  No Option may be exercised before
      the date which is six months after the later of (i) the date on which the
      Plan is approved by the shareholders of the Company, or (ii) the date on
      which such Option was awarded.

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

            (h)   Limitation on Option Awards.  No Optionee may be awarded
      Options under the Plan in any calendar year with respect to more than
      5,000 Shares.

            (i)   Reload Options.  In the exercise of its authority pursuant to
      Section 4.1 and Section 6, the Committee may provide that in connection
      with the award of an Option (the "Original Option"), subject to the terms
      and conditions established by the Committee, the Optionee shall be
      awarded a new Option (a "Reload Option") when (i) the payment of the
      exercise price of the Original Option is made by (A) the delivery of
      Shares owned by the Optionee pursuant to Section 7.2(b), (B) the
      withholding of Shares pursuant to Section 7.2(c), or (C) the sale of
      Shares acquired upon exercise of the Original Option pursuant to the
      procedure permitted by Section 7.2(d) and/or (ii) Shares are tendered or
      withheld as payment of the amount to be withheld in order to satisfy
                                       -9-
      applicable tax withholding requirements in connection with the exercise
      of the Original Option pursuant to Section 7.3.  A Reload Option shall be
      an Option to purchase the number of Shares not exceeding the sum of (i)
      the number of Shares tendered, withheld, or sold as consideration upon
      the exercise of the Original Option and (ii) the number of Shares
      tendered or withheld as payment of the amount to be withheld under
      applicable tax laws in connection with the exercise of the Original
      Option, in each case pursuant to the relevant provisions of the Option
      Agreement or Committee action relating to the Original Option.  Reload
      Options may be granted only with respect to an Original Option awarded
      under the Plan after January 17, 2006.  A Reload Option shall be subject
      to the following terms and conditions:

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

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

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

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

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

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

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

      Section 6.4  Transferability of Non-Qualified Options.  The Committee
may, in its discretion, under the terms of the Option Agreement with respect
to, or at any time on or after the date of the initial award of, a Non-
Qualified Option, permit transfer of such Non-Qualified Option by the Optionee
to (a) the spouse, children or grandchildren of the Optionee ("Immediate
Family"), (b) a trust for the exclusive benefit of the Optionee or the
Optionee's Immediate Family, (c) a partnership in which the Optionee or the
Optionee's Immediate Family are the only partners, or (d) to a former spouse of
the Optionee pursuant to a domestic relations order within the meaning of Rule
16a-12, as promulgated under Section 16 of the Exchange Act; provided, however,
that (x) there may be no consideration for any such transfer unless the payment
of such consideration to the Optionee is specifically authorized by the
Committee, (y) the Option Agreement, or any amendment thereof approved by the
Committee, must expressly provide for transferability of the Option evidenced
in such agreement in a manner consistent with this
                                       -10-
Section 6.4, and (z) once transferred pursuant to the preceding provisions of
this Section 6.4, no subsequent transfer of such Options shall be permitted
except a transfer by will or the laws of descent and distribution.  In
authorizing all or any portion of an Option to be transferred, the Committee
may impose any conditions on exercise, prescribe a holding period for the
Shares acquired upon such exercise, and/or impose any other conditions or
limitations it deems desirable or necessary in order to carry out the purposes
and requirements of the Plan.  Following transfer, the terms and conditions of
the Plan and the Option Agreement relating to such Option shall continue to be
applicable in all respects to the Optionee who made such transfer and each
transferred Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer as if such Option
had not been transferred, including, but not limited to, the terms and
conditions with respect to the lapse and termination of such Option.  For
purposes of Section 7, the transferee of an Option, where applicable, shall
be deemed an "Optionee."  None of the Company, the Committee, or any Optionee
shall have any obligation to inform any transferee of the termination or lapse
of any Option for any reason.  Notwithstanding any other provision of the Plan,
following the termination of Employment of an Optionee, a transferred
<PAGE>
Non-Qualified Option shall be exercisable by the transferee only to the
extent, and for the periods specified in Section 6.3(e) as if such Option
had not been transferred.

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

      Section 7.  Exercise and Payment of Option Price.

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

      Section 7.2  Payment for Shares.  Payment of the Option Price (plus
required tax withholding) may be made (a) by tendering cash (in the form of a
check or otherwise) in such amount; (b) with the consent of the Committee, and
if authorized in the Option Agreement, by tendering, by either actual delivery
of Shares owned by the Optionee or by attestation, Shares with a Fair Market
Value on the date of exercise equal to such amount; (c) with the consent of the
Committee, by instructing the Committee to withhold a number of Shares having a
Fair Market Value on the date of exercise equal to the aggregate exercise price
of such Option; (d) by delivering a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company
the sale or loan proceeds equal to such amount; or (e) any
                                       -11-
combination of (a), (b), (c) and (d); provided, however, that any Shares
delivered in payment of the Option Price pursuant to (b) shall have been
purchased on the open market and held by the Optionee for at least six months
at the time of exercise of the Option.   Notwithstanding the fact that an
Option has been transferred pursuant to Section 6.4, the Optionee with respect
to such transferred Option shall remain liable for any required tax
withholding.

      Section 7.3  Tax Withholding.  The delivery of Shares under the Plan is
subject to withholding of all applicable taxes, and the Committee may condition
the delivery of any Shares or other benefits on satisfaction of applicable
withholding obligations.  The Committee, in its discretion, and subject to such
requirements as the Committee may impose prior to the occurrence of such
withholding, may permit withholding obligations to be satisfied through cash
payment by the Optionee or other person exercising an Option, through the
surrender of Shares which the Optionee or other person already owns, or through
the surrender of Shares to which the Optionee or other person is otherwise
entitled under the Plan.
<PAGE>
      Section 7.4  Issuance of Shares.  No Shares shall be issued until full
payment therefor has been made.  An Optionee shall have all of the rights of a
shareholder of the Company holding the Common Stock that is subject to such
Option (including, if applicable, the right to vote the Shares and the right to
receive dividends), when the Optionee has given written notice of exercise, has
paid in full for such Shares and, if requested, has given the representation
described in Section 12.

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

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

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

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

            (d)  Insufficient Shares.  In the event that the number of shares
      of Common Stock available for future grant under the Plan is insufficient
      to make all automatic grants required to be made on such date, then all
      non-employee directors entitled to a grant on
                                       -12-
      such date shall share ratably in the number of Options on shares
      available for grant under the Plan.

            (e)  Terms and Conditions of Director of Options.  Except as
      expressly provided in this 8, any Non-Qualified Option granted hereunder
      shall be subject to the terms and conditions of the Plan as if the grant
      were made pursuant to Section 6 hereof.

      Section 9.  Change in Control.

      Section 9.1  Effects of Change in Control.  In the event of a Change in
Control, all Options outstanding on the date on which such Change in Control
has occurred (the "Change in Control Date") shall, to the extent not then
exercisable or vested, immediately become exercisable in full on the Change in
Control Date.

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

            (b)  A change in the composition of the Board such that the
      individuals who, as of the Effective Date, constitute the Board (such
      Board shall be hereinafter referred to as the "Incumbent Board") cease
      for any reason to constitute at least a majority of the Board; provided,
      however, for purposes of the Plan, that any individual who becomes a
      member of the Board subsequent to the Effective Date whose election, or
      nomination for election by the Company's shareholders, was approved by a
      vote of at least a majority of those individuals who are members of the
      Board and who were also members of the Incumbent Board (or deemed to be
      such pursuant to this proviso) shall be deemed to be and shall be
      considered as though such individual were a member of the Incumbent
      Board, but provided, further, that any such individual whose initial
      assumption of office occurs as a result of either an actual or threatened
      election contest (as such terms are used in Rule 14a-11 of Regulation 14A
      promulgated under the Exchange Act) or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other
      than the Board shall not be so deemed or considered as a member of the
      Incumbent Board; or

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

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

      Section 10.  Amendment and Termination of Plan.

      Section 10.1  Amendment of Plan.  The Board may amend the Plan from time
to time and at any time; provided, however, that (a) except as specifically
provide herein, no amendment shall, in the absence of written consent to the
change by an affected Optionee, adversely affect such Optionee's rights under
any Option which has been awarded prior to the amendment except to the extent
such amendment is, in the sole opinion of the Committee, required to comply
with any stock exchange rules, accounting rules, or laws applicable to the
Company or the Plan, (b) no amendment with respect to the maximum number of
Shares which may be issued pursuant to Options under the Plan or to any
individual in any calendar year made be made unless approved by a majority of
the Shares entitled to vote at a meeting of the shareholders if such amendment
would, in the absence of such approval and in the sole opinion of the
Committee, have an adverse effect on the Company under applicable tax or
securities laws or accounting rules, and (c) no amendment shall be made without
the approval of the Company's shareholders to the extent such approval is
required by applicable law or stock exchange rules.
                                       -14-
      Section 10.2.  Termination of Plan.  The Plan shall terminate on the
first to occur of (a) the date on which all Shares authorized pursuant to
Section 3.1 have been delivered pursuant to the exercise of Options and (b) the
date specified by the Board as the effective date of Plan termination;
provided, however, that the termination of the Plan shall not limit or
otherwise affect any Options outstanding on the date of termination.

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

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

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

      Section 14.  Limitation of Rights.

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

            (b)   Company Assets.  Neither an Optionee nor any other person
      shall, by reason of receiving an award of an Option under the Plan
      acquire any right, title, or interest in any assets of the Company or any
      Subsidiary by reason of such Option or the Plan.  To the extent an
      Optionee or any other person shall acquire a right to receive
                                       -15-
      payments from the Company pursuant to an Option Agreement or the Plan,
      such right shall be no greater than the right of any unsecured general
      creditor of the Company.

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

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

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

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

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

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