EXHIBIT 10.14


                                ROUNDY'S, INC.



                       2001 INCENTIVE COMPENSATION PLAN

<PAGE>


                                    PART I
                                    ------



                      ESTABLISHMENT OF THE PLAN; PURPOSES





1.1  Establishment of Plan.
     ----------------------
     Roundy's, Inc. (the "Company") hereby establishes the Roundy's, Inc.
2001 Incentive Compensation Plan (the "Plan").  The Plan is intended to
recognize and reward the contributions of key employees of the Company and its
Subsidiaries to the success of the Company, by providing opportunities for both
an annual cash bonus and long term incentive compensation tied to the growth
of the Company's stockholders' equity.

1.2  Nature of the Plan.
     -------------------
     The Plan is unfunded, and compensation payable under the Plan is payable
solely from the general assets of the Company.  Participants in the Plan will
not, by virtue of their participation in the Plan, have any rights to receive
or own any stock of the Company.

1.3  No Employment Rights.
     ---------------------
     The Plan shall not be construed as conferring upon any individual any
rights to continued employment, nor shall it interfere with the rights of the
Company or any Subsidiary to terminate the employment of any individual
or to take any other action affecting such individual.
<PAGE>
                                    PART II
                                    -------


                                  DEFINITIONS



As used in this Plan, the following terms have the following meanings:



2.1  "Affiliate" means:
      ---------
     (a)  any Person who directly or indirectly controls, is controlled by or
          is under common control with another Person;

     (b)  any Person who owns (of record or beneficially) or controls ten
          percent (10%) or more of the outstanding voting securities of
          another Person;

     (c)  any Person who is an officer, director or partner of another
          Person; or

     (d)  any corporation or partnership of which another Person is an officer,
          director or partner.

2.2  "Annual Bonus Plan" means the annual bonus plan described in
      -----------------
      Part IV of this Plan.

2.3  "Award" means an award of Performance Units under Part V of
      -----
      this Plan.  An Award will deemed to have been made when the Committee
      adopts a resolution identifying a Participant by name and designating the
      number of Performance Units awarded to that Participant.

2.4  "Award Pool" has the meaning given it in Section 5.3 below.
      ----------

2.5  "Base Compensation" for any period, means the remuneration
      -----------------
      paid in cash to the Participant by the Company (and/or its Subsidiaries,
      as applicable) for that period, as reported on the Participant's federal
      income tax withholding statement (Form W-2).  Notwithstanding the
      foregoing, Base Compensation shall also include employer contributions
      made pursuant to a salary reduction agreement which are not includible
      in the gross income of the Participant under Section 125, 402(e)(3),
      402(h) or 403(b) of the Code, plus any amounts deferred into the Roundy's,
      Inc. Deferred Compensation Plan, but Base Compensation shall not include
      any amounts representing income attributable to the exercise of Options or
      SARs under the 1991 Stock Incentive Plan, nor any Bonuses, Awards or other
      compensation paid or payable under this Plan or its predecessor plans,
      nor any bonuses or similar incentive compensation paid or payable under
      any bonus plans subsequently implemented by the Company.

2.6  "Board" means the Board of Directors of the Company.
      -----

2.7  "Bonus" means an amount paid or payable to a
      -----
      Participant under Part IV of this Plan.


2.8  "Book Value" means the book value per share of the Company
      ----------
      Stock as determined on the basis of the Company's audited, consolidated
      financial statements, as determined by the independent certified
      accountants of the Company who audit the Company's financial statements,
      but with the same adjustments as are made by the Company to determine
      and report book value for purposes of the Company's policy relating to
      redemption of its stock.  Notwithstanding the foregoing, for any fiscal
      year in which the Company's Book Value is affected (positively or
      negatively) by any disruption of its business due to a Casualty, for
      purposes of this Plan the Committee may, in its discretion, with the
      concurrence of the Board, elect either to adjust the Company's Book
      Value per share as of the end of such fiscal year to reverse the effects
      of such Casualty on Book Value, or to adjust the Company's Budgeted Book
      Value per share as of the end of such year, to reflect in such Budgeted
      Book Value the effects of such Casualty.

2.9  "Budgeted," when used with reference to any measure of the
      --------
      financial condition or performance of the Company, means the amount
      reflected in or implied by the Company's annual operating budget for the
      year in question as approved by the Board.

2.10 "Casualty" means any material adverse affect on the
      --------
      Company's business, or material loss of or damage to its property,
      caused by fire, flood, accident, war (whether or not declared), riot,
      insurrection, acts of God or other similar causes which are beyond the
      reasonable control of the Company.

2.11 "Change in Control" means the occurrence of:
      -----------------
     (a)  a sale, assignment or transfer by the Company of all, or
          substantially all, of its operating assets or business in a single
          transaction, or a series of related transactions, except any sales,
          assignments or transfers to Affiliates of the Company;

     (b)  the merger, consolidation or reorganization of the Company with or
          into any other corporation or corporations, other than Affiliates of
          the Company, or other similar business combination or reorganization;
          or

     (c)  the acquisition, by any Person or group of Persons acting in concert,
          other than Affiliates of the Company, directly or indirectly, of
          Company Stock which, when added to other shares of Company Stock
          held by such Person or group of Persons, results in such Person or
          group of Persons holding a majority of the issued and outstanding
          shares of any class of the common stock of the Company.

2.12 "Code" means the Internal Revenue Code of 1986, as amended from time
      ----
      to time, and any successor or substitute statute.

2.13 "Committee" means the Executive Compensation Committee of
      ---------
      the Board which shall consist of three (3) Directors who are not
      employees or officers of the Company plus the Company's chief executive
      officer (who shall be a non-voting member of the Committee).

2.14 "Company" means Roundy's, Inc., a Wisconsin corporation.
      -------

2.15 "Company Stock" means the Class B Common Stock of the
      -------------
      Company of the par value of $1.25 per share and such other stock and
      securities as may be substituted therefor pursuant to Section 6.3.

2.16 "CPI - U" means the Consumer Price Index - All Urban
      -------
      Consumers, for food and beverage commodities, as published from time to
      time by the United States Bureau of Labor Statistics (or, in the event
      such Index is not published, such other comparable index as the Committee
      may select).

2.17 "Director" means a member of the Board.
      --------

2.18 "EBITDA" means the Company's earnings before interest,
      ------
      taxes, depreciation and amortization, as determined on the basis of the
      Company's audited, consolidated financial statements in accordance with
      generally accepted accounting principles applied on a consistent basis.
      Notwithstanding the foregoing, for any fiscal year in which the Company's
      EBITDA is affected (positively or negatively) by any disruption of its
      business due to a Casualty, for purposes of this Plan the Committee may,
      in its discretion, with the concurrence of the Board, elect either to
      adjust the Company's EBITDA for such fiscal year to reverse the effects
      of such Casualty on such fiscal year's EBITDA, or to adjust the Company's
      Budgeted EBITDA for such year, to reflect in such Budgeted EBITDA the
      effects of such Casualty.

2.19 "Eligible Employees" means those persons who are elected or
      ------------------
      appointed officers of the Company (but not its Subsidiaries) and those
      persons holding the title of "Division President" of the Company or any
      of its Subsidiaries.

2.20 "Long Term Incentive Plan" means the long term incentive
      ------------------------
      compensation plan described in Part V of this Plan.

2.21 "Participant" means an Eligible Employee who has been
      -----------
      selected and approved for participation under Part IV or Part V of this
      Plan in the manner provided in said Parts.

2.22 "Performance Criterion Percentage"  has the meaning given it in
      --------------------------------
      Section 5.2 below.

2.23 "Performance Period" means a period consisting of three (3)
      ------------------
      consecutive fiscal years of the Company (unless a shorter period applies
      under Section 5.10), during which the Company's performance is measured
      against a pre-established Performance Criterion Percentage.

2.24 "Performance Unit" means a right to receive incentive
      ----------------
      compensation, subject to Part V of this Plan, in an amount determined
      under Part V of this Plan based on the Book Value of one share of
      Company Stock.

2.25 "Plan" means this Roundy's, Inc. 2001 Incentive Compensation
      ----
      Plan, as it may be amended from time to time.

2.26 "Subsidiary" means any corporation, now or hereafter in existence, in
      ----------
      which the Company owns, directly or indirectly, a voting stock interest
      of more than fifty percent (50%).

2.27 "Total Book Value Increase"  has the meaning given it in Section 5.3 below.
      -------------------------

2.28 "Total Revenue" means the dollar amount of "Net Sales and
      -------------
      Service Fees" as reported by the Company on its audited consolidated
      financial statements for any fiscal year.  Notwithstanding the foregoing,
      for any fiscal year in which the Company's Total Revenue is affected
      (positively or negatively) by any disruption of its business due to a
      Casualty, for purposes of this Plan the Committee may, in its discretion,
      with the concurrence of the Board, elect either to adjust the Company's
      Total Revenue for such fiscal year to reverse the effects of such Casualty
      on that fiscal year's Total Revenue, or to adjust the Company's Budgeted
      Total Revenue for such year (or in the case of Section 5.3.1(a), to adjust
      Total Revenue for the preceding fiscal year), to reflect in such
      Budgeted (or prior year's) Total Revenue the effects of such Casualty.
      Further notwithstanding the foregoing, if in any fiscal year the Company
      either (i) acquires any business or business unit (an "Acquired Business
      Unit"), or (ii) divests of any business or business unit theretofore
      operated by the Company (or any Subsidiary) (a "Divested Business Unit"),
      and if such acquisition or divestiture was not reflected in the Budgeted
      Total Revenues for that fiscal year, then the Total Revenues of the
      Company for such fiscal year will be adjusted by eliminating any revenues
      of the Acquired Business Unit that would otherwise be included therein,
      and the Budgeted Total Revenues for the fiscal year will be adjusted by
      eliminating therefrom all revenues of the Divested Business Unit that
      otherwise were included therein.  For purposes of clause (a) of Section
      5.3.1 only, however, adjustments for Acquired and Divested Business Units
      will be made under the provisions of that Section, and not under the
      preceding sentence.

2.29 "Vested Unit Value" of a Performance Unit means the Book Value of one
      -----------------
      share of Company Stock as of the end of the fiscal year of the Company
      that ends on or immediately prior to the date on which such Performance
      Unit becomes Vested, as provided in Part V of this Plan.
<PAGE>

                                   PART III
                                   --------


                                  COMMITTEE



3.1   Administration.  The Plan shall be administered by the
      --------------
      Committee.  The Committee shall hold meetings upon such notice and at
      such place or places, and at such time or times as it may from time to
      time determine.   A majority of the members of the Committee at the time
      in office shall constitute a quorum for the transaction of business, and
      the acts of a majority of the members participating in any meeting at
      which a quorum is present shall be the acts of the Committee.  The
      Committee may act without a meeting if a consent in writing setting
      forth the action so taken shall be signed by all of the members of the
      Committee and filed with the minutes of the Committee.

3.2   Authority of Committee.  Subject to the provisions of the Plan and the
      ----------------------
      ultimate authority of the Board, the Committee shall have full and
      complete discretionary authority to interpret the Plan, and the decision
      of the Committee on any questions concerning the interpretation and
      administration of the Plan shall be final, conclusive and binding on all
      Participants.  The Committee may consult with counsel, who may be
      counsel for the Company, and shall not incur any liability for any
      action taken in good faith in reliance upon the advice of counsel.

<PAGE>
                                    PART IV
                                    -------


                               ANNUAL BONUS PLAN



4.1   Participants.  For any fiscal year, the Participants in the
      ------------
      Annual Bonus Plan described in this Part IV will consist of those
      Eligible Employees who are (a) recommended for participation by the
      President or Chief Executive Officer of the Company and (b) approved for
      participation by the Committee and the Board.

      4.1.1   Annual Designation.  Participants generally will be
              ------------------
      designated once for each fiscal year, it being expected that such
      designation will normally take place at the time of the meeting of the
      Board in December of the preceding year.  Except as provided in Section
      4.1.2 below, individuals so designated will be Participants as of the
      beginning of the fiscal year for which they are so designated, provided
      they were Eligible Employees as of the beginning of that year.

      4.1.2   Mid-Year Designations.  When deemed appropriate by the
              ---------------------
      Chief Executive Officer, the Committee and the Board, an
      Eligible Employee may be designated as a Participant in the Annual
      Bonus Plan at a later time during any fiscal year.  In that event,
      such individual's participation shall commence as of the date on which
      he or she is so designated, and for the fiscal year in which that date
      occurs any Bonus awarded to such Participant for such year will be
      determined on the basis of the Base Compensation paid to such individual
      for the portion of such fiscal year following the date on which his or her
      participation began; provided, that any person who is designated as a
      Participant after the 180th day of any fiscal year shall not become a
      Participant until the succeeding fiscal year.

4.2   Establishment of Performance Criteria.  For each fiscal year
      -------------------------------------
      the Board, upon the recommendation of the Committee, will adopt bonus
      criteria, which may be based on the Company's revenues, profits, EBITDA,
      increases in Book Value, or such other factors as the Committee and the
      Board determine to be appropriately reflective of the Company's financial
      performance ("Bonus Criteria").  The Bonus Criteria will provide for
      differing levels of Bonus compensation to be payable based on the extent
      to which the Company's actual performance for the fiscal year compares to
      the designated Bonus Criteria.  The designation of Bonus Criteria will be
      made at the outset of each fiscal year, normally at the meeting of the
      Board in December of the preceding year.

4.3   Determination and Payment of Bonus Awards.  Following the end of each
      -----------------------------------------
      fiscal year (promptly after the Company's audited, consolidated financial
      statements for that year have been issued), the Committee will determine
      the extent to which the Company's performance has met or exceeded the
      Bonus Criteria for such fiscal year, and award Bonuses to Participants
      for such year based on the Participant's Base Compensation for such
      year.  Bonuses so awarded will be paid in cash in the payroll period
      immediately following their award, or as soon thereafter as practical.
      No Participant will be eligible to receive payment of any Bonus awarded
      under this Part IV unless such Participant remains employed by the
      Company or a Subsidiary continuously through and including the date on
      which such Bonus is paid and remains an Eligible Employee on that payment
      date; provided, that if a Participant dies after the end of a fiscal year
      for which he or she would otherwise have been entitled to a Bonus
      hereunder (but prior to the payment of such bonus) and at the time of
      his or her death was employed by the Company or any Subsidiary and was
      an Eligible Employee, then the Bonus to which such Participant otherwise
      would be entitled shall be paid to such Participant's estate.  No awards
      will be made for a fiscal year in which a Change in Control occurs.

4.4   Optional Deferral of Annual Bonus.  A Participant may elect
      ---------------------------------
      to defer receipt of any Bonus under this Part IV if, prior to the last
      day of the 9th month of the fiscal year for which (i.e., on the basis of
      the Company's performance during which) such bonus would otherwise be
      paid, such Participant notifies the Committee, in writing (in such
      manner as the Committee may establish) of his or her election so to
      defer.  At such time as the Bonus for such fiscal year would otherwise
      be paid (subject to the conditions otherwise applicable hereunder), the
      amount of the Bonus that would otherwise be payable to such Participant
      will be treated as compensation deferred by such Participant under the
      Roundy's Inc. Deferred Compensation Plan or such other deferred
      compensation plan as the Company may at that time have in effect.
<PAGE>
                                    PART V
                                    ------


                           LONG TERM INCENTIVE PLAN



5.1   Participants.  For any Performance Period, the Participants
      ------------
      in the Long Term Incentive Compensation Plan described in this Part V
      will consist of those Eligible Employees who are (a) recommended for
      participation by the President or Chief Executive Officer of the Company
      and (b) approved for participation by the Committee and the Board.

      5.1.1   Annual Designation.  Participants generally will be
              ------------------
      designated once for each fiscal year, it being expected that such
      designation will normally take place at the time of the meeting of the
      Board in December of the preceding year .  Except as provided in Section
      5.1.2 below, individuals so designated will be Participants as of the
      beginning of the fiscal year for which they are so designated, provided
      that they were Eligible Employees as of the beginning of that year.

      5.1.2  Mid-Year Designations.  When deemed appropriate by the
             ---------------------
      Chief Executive Officer, the Committee and the Board, an Eligible Employee
      may be designated as a participant at a later time during any fiscal year
      in a Performance Period.  In that event, such individual's participation
      shall commence as of the date on which he or she is so designated, and
      for the fiscal year in which that date occurs any Award granted to such
      participant will be determined (under Section 5.4 below) on the basis of
      the Base Compensation paid to such individual for the portion of such
      fiscal year following the date on which his or her participation began.

      5.1.3  Participation for Entire Performance Period.  After an
             -------------------------------------------
      Eligible Employee has been designated as a Participant under this Section
      V for any Performance Period, he or she will remain a Participant for
      the remainder of that Performance Period, unless and until he or she
      ceases to be an Eligible Employee.

5.2   Establishment of Performance Criteria.  For each Performance
      -------------------------------------
      Period, the Board, upon the recommendation of the Committee, will adopt
      a performance criterion, consisting of a designated percentage of the
      annual increase in the total Book Value of all outstanding shares of
      Company Stock ("Performance Criterion Percentage").  Such designation
      will be made at the outset of each Performance Period, normally at the
      meeting of the Board in December of the year preceding the first fiscal
      year of such Performance Period, and the same designated percentage will
      apply as the Performance Criterion Percentage for all three years in
      that Performance Period.

5.3   Determination of Award Pool.  Following the end of each fiscal year in a
      ---------------------------
      Performance Period (promptly after the Company's audited, consolidated
      financial statements for that year have been issued), the Committee will
      determine the "Award Pool" for that year, in the manner provided in this
      section.  The dollar amount of the increase (if any) in the Book Value
      per share of the Company's Stock between the beginning and end of the
      fiscal year will be determined, and that amount will be multiplied by the
      weighted average number of shares of Company Stock (of all classes)
      outstanding during that year (such weighted average to be determined on
      the basis of the number of shares outstanding as of the end of each of
      the Company's twelve accounting periods during the year).  The resulting
      dollar amount ("Total Book Value Increase") will be multiplied by the
      Performance Criterion Percentage in effect for such Performance Period,
      and the resulting product will constitute the "Award Pool" for that year.

      5.3.1  Minimum Performance.  Notwithstanding the foregoing,
             -------------------
      however, the Award Pool for any fiscal year will be zero ($0) unless,
      for that year, both of the following conditions are met: (a) the
      percentage increase in Total Revenues for that fiscal year over the Total
      Revenues of the immediately preceding year is at least one percentage
      point (1%) greater than the percentage increase over the same period in
      the  CPI-U; and (b) the percentage increase in the Book Value per share
      of the Company Stock for that fiscal year is not less than ten percent
      (10%).  For purposes of the foregoing clause (a), however, if in any
      fiscal year the Company either (i) acquires any business or business unit
      (an "Acquired Business Unit"), or (ii) divests of any business or business
      unit theretofore operated by the Company (or any Subsidiary) (a "Divested
      Business Unit"), then the Total Revenues of the Company for such fiscal
      year will be adjusted by eliminating any revenues of the Acquired Business
      Unit that would otherwise be included therein, and the Total Revenues of
      the preceding fiscal year will be adjusted by eliminating therefrom all
      revenues of the Divested Business Unit that otherwise were included
      therein.

      5.3.2  Ceiling on Award Pool.  In determining the Award Pool for any
             ---------------------
      fiscal year, in no event will the Total Book Value Increase taken into
      account under this Section 5.3 exceed one hundred ten percent (110%) of
      the amount the Company had Budgeted as the Total Book Value Increase for
      such year.

5.4   Apportionment of Award Pool Among Participants.  The total
      ----------------------------------------------
      Award Pool for any fiscal year will be apportioned among the Participants
      for that year (subject to the last sentence of this Section 5.4) in
      proportion to their respective amounts of Base Compensation for that year
      (subject to Section 5.1.2 in the case of persons who are designated as
      Participants under that Section); provided, that in making such
      apportionment, the Base Compensation of Participants who are division
      presidents (and not elected or appointed corporate officers) shall be
      taken into account at one-half (1/2) of its actual amount.  A Participant
      will be eligible to share in the Award Pool for any fiscal year only
      if such Participant remains employed by the Company or a Subsidiary, and
      remains an Eligible Employee, as of the date on which Performance Units
      for that fiscal year are awarded, as provided in Section 5.5 below.

5.5   Award of Performance Units.  The amount of the Award Pool apportioned to
      --------------------------
      a Participant as provided above will be converted into Performance Units,
      by dividing the Participant's share of the Award Pool by the Book Value
      as of the end of the fiscal year for which such Award is made.  The
      resulting number of Performance Units (rounded upward to the next whole
      Unit) will be awarded to the Participant for that fiscal year.  Such
      Awards will be made annually as soon as practical after the Book Value
      of the Company Stock as of the fiscal year-end has been finally
      determined.

5.6   Vesting of Performance Units.  Subject to Section 5.7 below,
      ----------------------------
      Performance Units awarded to Participants will vest according to the
      following schedule, if and only if the Participant remains employed by
      the Company or a Subsidiary continuously through and including the
      applicable vesting date (whether or not he or she remains an Eligible
      Employee on the applicable vesting date):  As of the close of business
      on the last day of the Company's first fiscal year immediately following
      the fiscal year of the Performance Period for which Performance Units
      were awarded, one-third (1/3) of such Performance Units will vest; as of
      the close of business on the last day of the second fiscal year following
      the year of the Performance Period for which Performance Units were
      awarded, a second third of such Performance Units will vest; and as of
      the close of business on the last day of the third fiscal year following
      the year of the Performance Period for which Performance Units were
      awarded, the remaining third of such Performance Units will vest.  Upon
      the termination, for any reason whatsoever, of a Participant's employment
      with the Company and its Subsidiaries, any Performance Units which are
      then not vested will be forfeited entirely.

             By way of example, assume the Company has a Performance Period
      consisting of its fiscal years 2001, 2002 and 2003.  If 300 Performance
      Units are awarded in April 2002 based upon the Company's performance for
      fiscal 2001, one-third (1/3) of such units will vest on the last day of
      fiscal 2002, a second third will vest on the last day of fiscal 2003,
      and the remainder will vest on the last day of fiscal 2004.  Units will
      not vest proportionately between fiscal year ends.



5.7   Acceleration of Vesting Upon Change of Control.
      ----------------------------------------------
      Notwithstanding the preceding Section 5.6, all unvested Performance Units
      will vest immediately upon the occurrence of a Change in Control.

5.8   Payment for Vested Performance Units.  At such time as any
      ------------------------------------
      Performance Unit becomes vested, subject to Section 5.9 below, the Company
      will be obligated to redeem such Performance Unit and pay the holder
      thereof, in cash, an amount equal to the Vested Unit Value of such
      Performance Unit.  Such payment will be made as promptly as practical
      after the Book Value of the Company Stock as of the fiscal year-end has
      been finally determined.  Payment for any vested Performance Unit held
      by a Participant at the time of such Participant's death will be made to
      such Participant's estate or personal representative.

5.9   Optional Deferral of Payment for Vested Performance Units.  A Participant
      ---------------------------------------------------------
      may elect to defer receipt of payment for any vested Performance Unit,
      if, on or prior to the last day of the 6th month of the fiscal year at
      the end of which such Performance Unit is scheduled to vest, such
      Participant notifies the Committee, in writing (in such manner as the
      Committee may establish) of his or her election so to defer.  Upon the
      vesting of such Performance Unit (in the manner and subject to the
      conditions otherwise applicable hereunder), the amount that would
      otherwise be payable to such Participant upon the redemption of such
      Performance Unit will be treated as compensation deferred by such
      Participant under the Roundy's Inc. Deferred Compensation Plan or such
      other deferred compensation plan as the Company may at that time have in
      effect.

5.10  Termination of Performance Period Upon Change in Control.  Upon the
      --------------------------------------------------------
      occurrence of a Change in Control any Performance Period which is then
      in effect will, for all purposes under this Plan, be deemed to have
      terminated as of the fiscal year end immediately preceding such Change
      in Control.  No Awards will be made for the fiscal year in which a
      Change in Control occurs.
<PAGE>
                                    PART VI
                                    -------


6.1   Nontransferability.  No right to any Bonus or Award, nor any
      ------------------
      Performance Units awarded hereunder, shall be transferable or assignable
      by the Participant except by will or the laws of descent and
      distribution.

6.2   No Rights as Stockholder.  A Participant shall not, by
      ------------------------
      virtue of his or her participation in this Plan or the award of any
      Bonus or Performance Unit hereunder, have any rights as a stockholder of
      the Company.

6.3   Effect of Stock Dividends, Merger, etc.  In the event of any
      --------------------------------------
      merger, consolidation, share exchange, split-up or combination involving
      the Company, if any stock dividend is declared upon the Company Stock,
      or if there is any stock split, stock distribution, or other
      recapitalization of the Company with respect to its Company Stock,
      resulting in a split-up or combination or exchange of shares, the
      determination of Book Value hereunder, and/or the number of Performance
      Units held by Participants, shall be appropriately adjusted.

6.4   Tax Withholding.  The Company may deduct and withhold from any amounts
      ---------------
      payable to a Participant hereunder (or otherwise payable as compensation
      by the Company) such amounts as may be required for the purpose of
      satisfying the Company's obligation to withhold Federal, state or local
      taxes attributable to any Bonus or Performance Unit awarded or payment
      made hereunder.

6.5   Effective Date of Plan.  The Plan shall become effective as of December
      ----------------------
      31, 2000, for the fiscal year 2001 beginning on that date.  The initial
      Performance Period hereunder will consist of the Company's fiscal years
      2001, 2002 and 2003.

6.6   Amendments.  The Board may from time to time amend, modify, suspend or
      ----------
      terminate the Plan; provided, however, that no such action shall impair
      without the Participant's consent the right to be paid for, or otherwise
      alter the financial or economic terms of, any Performance Unit which has
      theretofore vested.  Any such amendment, modification or termination
      shall be effective at such time as the Board may specify, and may be
      effective, retroactively (subject to the proviso to the preceding
      sentence).

6.7   Construction.  Except as otherwise required by applicable federal laws,
      ------------
      the Plan shall be governed by, and construed in accordance with, the laws
      of the State of Wisconsin.