GEHL COMPANY
                           2000 EQUITY INCENTIVE PLAN

Section 1.  Purpose

          The  purpose  of the Gehl  Company  2000  Equity  Incentive  Plan (the
"Plan") is to promote the best  interests  of Gehl  Company  (together  with any
successor  thereto,  the  "Company")  and  its  shareholders  by  providing  key
employees of the Company and its  Affiliates  (as defined  below) and members of
the  Company's  Board of Directors  who are not  employees of the Company or its
Affiliates with an opportunity to acquire a proprietary interest in the Company.
It is intended that the Plan will promote continuity of management and increased
incentive  and  personal  interest  in the  welfare of the  Company by those key
employees  who are  primarily  responsible  for  shaping  and  carrying  out the
long-range plans of the Company and securing the Company's  continued growth and
financial success. In addition,  by encouraging stock ownership by directors who
are not employees of the Company or its Affiliates, the Company seeks to attract
and retain on its Board of Directors  persons of  exceptional  competence and to
provide a further incentive to serve as a director of the Company.

Section 2.  Definitions

          As used in the Plan,  the  following  terms shall have the  respective
meanings set forth below:

          (a)  "Affiliate"  shall mean any entity that,  directly or through one
or more intermediaries,  is controlled by, controls,  or is under common control
with, the Company.

          (b)  "Award"  shall  mean  any  Option,   Stock  Appreciation   Right,
Restricted Stock or Performance Share granted under the Plan.

          (c)  "Award Agreement" shall mean any written agreement,  contract, or
other instrument or document evidencing any Award under the Plan.

          (d)  "Change  of  Control  of the  Company"  shall mean any one of the
following events: (i) securities of the Company  representing 25% or more of the
combined voting power of the Company's then  outstanding  voting  securities are
acquired  pursuant to a tender offer or exchange offer; (ii) the shareholders of
the Company  approve a merger or  consolidation  of the  Company  with any other
Person as a result of which less than 50% of the outstanding  voting  securities
of the surviving or resulting  Person would be owned by the former  shareholders
of the Company  (other than a  shareholder  who is an  Affiliate of any party to
such consolidation or merger); (iii) the shareholders of the Company approve the
sale of  substantially  all of the  Company's  assets to a Person which is not a
wholly-owned  subsidiary  of the Company;  (iv) any person  becomes a beneficial
owner  (as  such  term is  defined  in Rule  13d-3 of the  Exchange  Act (or any
successor  provision  thereto)),  directly or  indirectly,  of securities of the
Company  representing  25% or more of the combined voting power of the


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Company's then outstanding  securities the effect of which (as determined by the
Board of Directors  of the  Company) is to take over control of the Company;  or
(v)  during  any  period  of two  consecutive  years,  individuals  who,  at the
beginning  of such  period,  constituted  the Board of  Directors of the Company
cease,  for any reason,  to constitute at least a majority  thereof,  unless the
election or  nomination  for  election of each new  director was approved by the
vote of at least  two-thirds  of the directors of the Company then in office who
were directors of the Company at the beginning of the period.

          (e)  "Code" shall mean the Internal  Revenue Code of 1986,  as amended
from time to time.

          (f)  "Commission" shall mean the United States Securities and Exchange
Commission or any successor agency.

          (g)  "Committee"  shall mean a committee  of the Board of Directors of
the Company designated by such Board to administer the Plan and comprised of not
less than two directors,  each of whom is a "non-employee  director"  within the
meaning  of Rule  16b-3 and each of whom is an  "outside  director"  within  the
meaning  of  Section  162(m)(4)(C)  of the  Code  (or  any  successor  provision
thereto).

          (h)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

          (i)  "Excluded  Items"  shall  mean  any  items  which  the  Committee
determines shall be excluded in fixing  Performance  Goals, such as any gains or
losses from discontinued  operations,  any extraordinary gains or losses and the
effects of accounting changes.

          (j)  "Fair Market  Value"  shall mean,  with  respect to any  property
(including, without limitation, any Shares or other securities), the fair market
value of such  property  determined  by such methods or  procedures  as shall be
established from time to time by the Committee.

          (k)  "Incentive  Stock  Option"  shall  mean an option  granted  under
Section  6(a) of the Plan that is intended to meet the  requirements  of Section
422 of the Code (or any successor provision thereto).

          (l)  "Key  Employee"  shall mean any officer or other key  employee of
the Company or of any Affiliate who is  responsible  for or  contributes  to the
management,  growth or  profitability  of the  business  of the  Company  or any
Affiliate as determined by the Committee.

          (m)  "Non-Employee  Director"  shall mean any member of the  Company's
Board of Directors who is not an employee of the Company or of any Affiliate.

          (n)  "Non-Qualified  Stock Option" shall mean an option  granted under
Section 6(a) of the Plan that is not  intended to be an  Incentive  Stock Option
and shall mean any option granted to a Non-Employee  Director under Section 6(b)
of the Plan.



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<PAGE>


          (o)  "Option" shall mean an Incentive  Stock Option or a Non-Qualified
Stock Option.

          (p)  "Participating Key Employee" shall mean a Key Employee designated
to be granted an Award under the Plan.

          (q)  "Performance  Goals" shall mean the following (in all cases after
excluding the impact of applicable Excluded Items):

               (i)    Return  on  equity  for  the  Performance  Period  for the
Company on a consolidated basis.

               (ii)   Return on investment for the  Performance  Period (aa) for
the Company on a  consolidated  basis,  (bb) for any one or more  Affiliates  or
divisions of the Company and/or (cc) for any other business unit or units of the
Company as defined by the Committee at the time of selection.

               (iii)  Return on  net assets for the  Performance Period (aa) for
the Company on a  consolidated  basis,  (bb) for any one or more  Affiliates  or
divisions of the Company and/or (cc) for any other business unit or units of the
Company as defined by the Committee at the time of selection.

               (iv)   Shareholder  value  added (as defined by the  Committee at
the time of  selection)  for the  Performance  Period  (aa) for the Company on a
consolidated  basis,  (bb) for any one or more  Affiliates  or  divisions of the
Company  and/or  (cc) for any other  business  unit or units of the  Company  as
defined by the Committee at the time of selection.

               (v)    Earnings from operations for the  Performance  Period (aa)
for the Company on a consolidated  basis, (bb) for any one or more Affiliates or
divisions of the Company and/or (cc) for any other business unit or units of the
Company as defined by the Committee at the time of selection.

               (vi)   Pre-tax  profits for the  Performance  Period (aa) for the
Company  on a  consolidated  basis,  (bb)  for  any one or  more  Affiliates  or
divisions of the Company and/or (cc) for any other business unit or units of the
Company as defined by the Committee at the time of selection.

               (vii)  Net  earnings  for the  Performance  Period  (aa)  for the
Company  on a  consolidated  basis,  (bb)  for  any one or  more  Affiliates  or
divisions of the Company and/or (cc) for any other business unit or units of the
Company as defined by the Committee at the time of selection.

               (viii) Net earnings per Share for the Performance  Period for the
Company on a consolidated basis.

               (ix)   Working  capital  as  a  percent  of  net  sales  for  the
Performance  Period (aa) for the Company on a consolidated  basis,  (bb) for any
one or more  Affiliates  or divisions  of



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<PAGE>


the Company  and/or (cc) for any other  business unit or units of the Company as
defined by the Committee at the time of selection.

               (x)    Net  cash  provided   by  operating   activities  for  the
Performance  Period (aa) for the Company on a consolidated  basis,  (bb) for any
one or more  Affiliates  or divisions  of the Company  and/or (cc) for any other
business unit or units of the Company as defined by the Committee at the time of
selection.

               (xi)   Market price per Share for the Performance Period.

               (xii)  Total shareholder  return for  the Performance  Period for
the Company on a consolidated basis.

          (r)  "Performance  Period"  shall mean,  in  relation  to  Performance
Shares,  any period for which a Performance Goal or Goals have been established;
provided, however, that such period shall not be less than one year.

          (s)  "Performance  Share" shall mean any right  granted  under Section
6(e) of the  Plan  that  will  be  paid  out as a  Share  (which,  in  specified
circumstances, may be a Share of Restricted Stock).

          (t)  "Person"  shall mean any  individual,  corporation,  partnership,
association,   joint-stock  company,  trust,  unincorporated  organization,   or
government or political subdivision thereof.

          (u)  "Released  Securities" shall mean Shares of Restricted Stock with
respect to which all  applicable  restrictions  have  expired,  lapsed,  or been
waived.

          (v)  "Restricted Securities"  shall mean Awards of Restricted Stock or
other  Awards  under which  issued and  outstanding  Shares are held  subject to
certain restrictions.

          (w)  "Restricted  Stock" shall mean  any Share  granted  under Section
6(d) of the Plan or, in specified circumstances, a Share paid in connection with
a Performance Share under Section 6(e) of the Plan.

          (x)  "Rule  16b-3" shall  mean  Rule  16b-3  as  promulgated  by  the
Commission under the Exchange Act, or any successor rule or regulation thereto.

          (y)  "Shares" shall mean shares of common  stock of the Company,  $.10
par value, and such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(b) of the Plan.

          (z)  "Stock Appreciation  Right"  shall mean any right  granted  under
Section 6(c) of the Plan.



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<PAGE>


Section 3.  Administration

          The Plan shall be  administered by the Committee;  provided,  however,
that if at any time the Committee  shall not be in  existence,  the functions of
the  Committee  as  specified  in the Plan  shall be  exercised  by a  committee
consisting of those members of the Board of Directors of the Company who qualify
as "non-employee  directors"  under Rule 16b-3 and as "outside  directors" under
Section  162(m)(4)(C) of the Code (or any successor provision  thereto).  To the
extent  permitted by  applicable  law, the Committee may delegate to one or more
executive officers of the Company any or all of the authority and responsibility
of the  Committee  with respect to the Plan,  other than with respect to Persons
who are subject to Section 16 of the Exchange  Act. To the extent the  Committee
has  so  delegated  to  one  or  more  executive   officers  the  authority  and
responsibility  of the Committee,  all references to the Committee  herein shall
include such  officer or officers.  Subject to the terms of the Plan and without
limitation by reason of  enumeration,  the  Committee  shall have full power and
authority to: (i) designate Participating Key Employees; (ii) determine the type
or types of Awards to be granted to each  Participating  Key Employee  under the
Plan;  (iii) determine the number of Shares to be covered by (or with respect to
which  payments,  rights,  or other  matters are to be  calculated in connection
with) Awards granted to  Participating  Key Employees;  (iv) determine the terms
and  conditions  of any Award  granted  to a  Participating  Key  Employee;  (v)
determine whether,  to what extent, and under what circumstances  Awards granted
to  Participating  Key  Employees  may be settled or exercised in cash,  Shares,
other securities,  other Awards, or other property, and the method or methods by
which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi)
determine whether,  to what extent,  and under what circumstances  cash, Shares,
other  Awards,  and other  amounts  payable with respect to an Award  granted to
Participating   Key   Employees   under  the  Plan  shall  be  deferred   either
automatically  or at the  election  of the holder  thereof or of the  Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under,  the Plan  (including,  without  limitation,  any Award
Agreement);   (viii)  establish,   amend,  suspend,  or  waive  such  rules  and
regulations and appoint such agents as it shall deem  appropriate for the proper
administration  of the Plan; and (ix) make any other  determination and take any
other  action  that  the  Committee   deems   necessary  or  desirable  for  the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with
respect  to the Plan or any Award  shall be within  the sole  discretion  of the
Committee, may be made at any time, and shall be final, conclusive,  and binding
upon all Persons,  including the Company,  any Affiliate,  any Participating Key
Employee, any Non-Employee Director, any holder or beneficiary of any Award, any
shareholder,   and  any   employee   of  the   Company  or  of  any   Affiliate.
Notwithstanding the foregoing,  Awards to Non-Employee  Directors under the Plan
shall be automatic  and the amount and terms of such Awards shall be  determined
as provided in Section 6(b) of the Plan.

Section 4.  Shares Available for Award

          (a)  Shares  Available.  Subject to adjustment  as provided in Section
4(b):



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<PAGE>


               (i)    Number  of Shares  Available.  The  number of Shares  with
respect  to which  Awards may be granted  under the Plan shall be  600,000.  If,
after the  effective  date of the Plan,  any Shares  covered by an Award granted
under the Plan,  or to which any Award  relates,  are  forfeited  or if an Award
otherwise  terminates,  expires or is cancelled  prior to the delivery of all of
the Shares or of other consideration issuable or payable pursuant to such Award,
then the number of Shares counted  against the number of Shares  available under
the Plan in connection  with the grant of such Award,  to the extent of any such
forfeiture,  termination,  expiration or cancellation,  shall again be available
for granting of additional Awards under the Plan.

               (ii)   Limitations on Awards to Individual  Participants.  During
any one calendar  year, no  Participating  Key Employee  shall be granted Awards
under the Plan that could result in such  Participating  Key Employee  receiving
Options for more than 100,000 Shares,  Stock Appreciation Rights with respect to
more than 100,000  Shares,  more than 75,000 Shares of  Restricted  Stock and/or
more than 75,000 Performance  Shares.  Such number of Shares as specified in the
preceding  sentence shall be subject to adjustment in accordance  with the terms
of Section 4(b) hereof. In all cases, determinations under this Section 4(a)(ii)
shall  be  made  in  a  manner  that  is  consistent   with  the  exemption  for
performance-based  compensation  provided by Section  162(m) of the Code (or any
successor provision thereto) and any regulations promulgated thereunder.

               (iii)  Accounting for Awards.  The number of Shares covered by an
Award under the Plan,  or to which such Award  relates,  shall be counted on the
date of grant of such Award against the number of Shares  available for granting
Awards under the Plan.

               (iv)   Sources of Shares  Deliverable  Under  Awards.  Any Shares
delivered  pursuant to an Award may consist,  in whole or in part, of authorized
and unissued Shares or of treasury Shares.

          (b)  Adjustments. In the event that the Committee shall determine that
any dividend or other distribution  (whether in the form of cash, Shares,  other
securities,  or other property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase,  or exchange of Shares or other securities of the Company,  issuance
of  warrants  or other  rights to  purchase  Shares or other  securities  of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be  appropriate in order to
prevent dilution or enlargement of the benefits or potential  benefits  intended
to be made available  under the Plan,  then the Committee may, in such manner as
it may deem  equitable,  adjust  any or all of (i) the number and type of Shares
subject to the Plan and which thereafter may be made the subject of Awards under
the Plan, (ii) the number and type of Shares subject to outstanding  Awards, and
(iii) the grant,  purchase,  or exercise price with respect to any Award, or, if
deemed  appropriate,  make  provision  for a cash  payment  to the  holder of an
outstanding Award; provided,  however, in each case, that with respect to Awards
of Incentive Stock Options no such adjustment  shall be authorized to the extent
that such authority  would cause the Plan to violate  Section 422(b) of the Code
(or any successor  provision  thereto);  and provided further that the number of
Shares  subject to any Award payable or  denominated in



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<PAGE>


Shares  shall  always  be  a  whole  number.   Notwithstanding   the  foregoing,
Non-Qualified   Stock  Options  subject  to  grant  or  previously   granted  to
Non-Employee  Directors  under Section 6(b) of the Plan at the time of any event
described in the preceding sentence shall be subject to only such adjustments as
shall be necessary to maintain the relative  proportionate  interest represented
thereby immediately prior to any such event and to preserve,  without exceeding,
the value of such Options.

Section 5.  Eligibility

          Any Key Employee, including any executive officer or employee-director
of the  Company  or of any  Affiliate,  shall be  eligible  to be  designated  a
Participating Key Employee.  All Non-Employee  Directors shall receive Awards of
Non-Qualified Stock Options as provided in Section 6(b).

Section 6.  Awards

          (a)  Option  Awards  to  Key  Employees.   The  Committee   is  hereby
authorized to grant Options to Key  Employees  with the terms and  conditions as
set forth below and with such additional  terms and  conditions,  in either case
not  inconsistent  with the  provisions  of the  Plan,  as the  Committee  shall
determine; provided, however, that no Option shall be granted in connection with
the  cancellation of a previously  granted Option under the Plan if the exercise
price of the later granted Option is less than the exercise price of the earlier
granted Option.

               (i)    Exercise Price.  The exercise price per Share of an Option
granted  pursuant to this Section  6(a) shall be  determined  by the  Committee;
provided,  however,  that such exercise price shall not be less than 100% of the
Fair Market Value of a Share on the date of grant of such Option.

               (ii)   Option Term. The term of each Option shall be fixed by the
Committee;  provided,  however,  that in no event  shall the term of any  Option
exceed a period of ten years from the date of its grant.

               (iii)  Exercisability  and Method of  Exercise.  An Option  shall
become exercisable in such manner (including,  without  limitation,  accelerated
exercisability in the event of Change of Control of the Company) and within such
period or periods and in such  installments  or otherwise as shall be determined
by the Committee.  Unless the Committee shall otherwise determine on or prior to
the date of grant of an Option,  such  Option may be  exercised,  in whole or in
part,  from and after the date it was granted in  accordance  with the following
schedule:



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<PAGE>


                                        Cumulative Percentage of Shares Subject
                                           to Option Which May be Purchased
   Elapsed Period of Time               (which number of Shares shall be rounded
After Date Option is Granted               down to the nearest whole number)
----------------------------            ----------------------------------------
   Less than One (1) Year                                    0%
      One (1) Year                                      33-1/3%
      Two (2) Years                                     66-2/3%
      Three (3) Years                                      100%

The Committee also shall determine the method or methods by which,  and the form
or forms, including,  without limitation,  cash, Shares, other securities, other
Awards,  or other  property,  or any combination  thereof,  having a Fair Market
Value on the  exercise  date  equal to the  relevant  exercise  price,  in which
payment of the  exercise  price with respect to any Option may be made or deemed
to have been made. At the sole  discretion of the Committee,  the payment of the
exercise  price with  respect  to any Option may be in the form of a  promissory
note issued to the  Company by a  Participating  Key  Employee on such terms and
conditions as the Committee determines.

               (iv)   Incentive Stock Options.  The terms of any Incentive Stock
Option  granted under the Plan shall comply in all respects with the  provisions
of  Section  422 of the  Code  (or  any  successor  provision  thereto)  and any
regulations promulgated thereunder. Notwithstanding any provision in the Plan to
the contrary, no Incentive Stock Option may be granted hereunder after the tenth
anniversary  of the  adoption  of the  Plan by the  Board  of  Directors  of the
Company.

          (b)  Non-Qualified Stock Option Awards to Non-Employee Directors.

               (i)    Eligibility.    Each     Non-Employee    Director    shall
automatically  be  granted  Non-Qualified  Stock  Options  under the Plan in the
manner set forth in this  Section  6(b). A  Non-Employee  Director may hold more
than one Non-Qualified Stock Option.

               (ii)   Annual Option  Grants  to  Non-Employee  Directors.   Each
Non-Employee  Director (if he or she continues to serve in such capacity) shall,
on the day following the annual meeting of  shareholders in each year during the
time the Plan is in  effect,  automatically  be  granted a  Non-Qualified  Stock
Option to purchase  2,000  Shares  (which  number of Shares  shall be subject to
adjustment in the manner provided in Section 4(b) hereof).

               (iii)  Grant  Limitation.   Notwithstanding  the   provisions  of
Section  6(b)(ii)  hereof,  Non-Qualified  Stock Options shall be  automatically
granted to  Non-Employee  Directors  under the Plan only for so long as the Plan
remains in effect and a sufficient number of Shares are available  hereunder for
the granting of such Options.



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<PAGE>


               (iv)   Exercise  Price.  The  exercise  price  per  Share  for  a
Non-Qualified  Stock Option  granted to a  Non-Employee  Director under the Plan
shall be equal to 100% of the "market  value" of a Share on the date of grant of
such  Option.  The  "market  value"  of a  Share  on the  date of  grant  to the
Non-Employee  Director  shall be the last sale price per Share for the Shares on
The Nasdaq  Stock  Market on the trading  date next  preceding  such grant date;
provided,  however,  that  if the  principal  market  for the  Shares  is then a
national securities exchange,  the "market value" shall be the closing price per
Share for the Shares on the  principal  securities  exchange on which the Shares
are traded on the trading date next  preceding the date of grant,  or, in either
case above,  if no trading  occurred on the trading date next preceding the date
on which the Non-Qualified Stock Option is granted,  then the "market price" per
Share shall be determined with reference to the next preceding date on which the
Shares were traded.

               (v)    Exercisability of  Options.  Non-Qualified  Stock  Options
granted to  Non-Employee  Directors  under the Plan shall become  exercisable in
accordance with the following schedule:

                                        Cumulative Percentage of Shares Subject
                                           To Option Which May be Purchased
   Elapsed Period of Time              (which number of Shares shall be rounded
After Date Option is Granted               down to the nearest whole number)
----------------------------           ----------------------------------------

   Less than One (1) Year                                 0%
        One (1) Year                                    33-1/3%
       Two (2) Years                                    66-2/3%
      Three (3) Years                                    100%

Notwithstanding the foregoing schedule,  if a Non-Employee Director ceases to be
a director of the Company by reason of death,  disability or  retirement  within
three (3) years  after the date of grant or in the event of a Change of  Control
of the Company within three (3) years after the date of grant,  the Option shall
become immediately exercisable in full.

               (vi)   Termination  of  Options.   Non-Qualified   Stock  Options
granted to Non-Employee Directors shall terminate on the earlier of:

                      (A)  ten years after the date of grant; or

                      (B)  twelve months after the Non-Employee  Director ceases
                           to be a  director  of the  Company  for  any  reason,
                           including as a result of the Non-Employee  Director's
                           death, disability or retirement.

               (vii)  Exercise of Options.  A Non-Qualified Stock Option granted
to a Non-Employee Director may be exercised, subject to its terms and conditions
and the terms and  conditions  of the Plan,  in full at any time or in part from
time to time by  delivery  to the  Secretary  of the  Company  at the  Company's
principal  office  in West  Bend,  Wisconsin,  of a



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written notice of exercise specifying the number of shares with respect to which
the Option is being  exercised.  Any notice of exercise  shall be accompanied by
full payment of the exercise price of the Shares being  purchased (x) in cash or
its  equivalent;  (y) by tendering  previously  acquired Shares (valued at their
"market value" as determined in accordance with Section  6(b)(iv) as of the date
of  exercise);  or (z) by any  combination  of the means of payment set forth in
subparagraphs  (x) and (y). For purposes of subparagraphs (y) and (z) above, the
term  "previously  acquired  Shares"  shall  only  include  Shares  owned by the
Non-Employee  Director at least six months  prior to the  exercise of the Option
for which  payment is being made and shall not  include  Shares  which are being
acquired pursuant to the exercise of said Option. No shares will be issued until
full payment therefor has been made.

          (c)  Stock Appreciation  Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Key Employees. Non-Employee Directors are not
eligible to be granted Stock Appreciation  Rights under the Plan. Subject to the
terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right
granted  under the Plan shall  confer on the holder  thereof a right to receive,
upon exercise  thereof,  the excess of (i) the Fair Market Value of one Share on
the date of exercise over (ii) the grant price of the Stock  Appreciation  Right
as  specified  by the  Committee,  which shall not be less than 100% of the Fair
Market Value of one Share on the date of grant of the Stock Appreciation  Right.
Subject to the terms of the Plan,  the grant price,  term,  methods of exercise,
methods of settlement  (including whether the Participating Key Employee will be
paid in cash, Shares, other securities,  other Awards, or other property, or any
combination  thereof),   and  any  other  terms  and  conditions  of  any  Stock
Appreciation  Right shall be as determined by the  Committee.  The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.

          (d)  Restricted Stock Awards.

               (i)    Issuance.  The  Committee is  hereby  authorized  to grant
Awards  of  Restricted  Stock  to Key  Employees;  provided,  however,  that the
aggregate  number of Shares of  Restricted  Stock  granted under the Plan to all
Participating  Key Employees as a group shall not exceed 200,000 (such number of
Shares  subject to  adjustment  in  accordance  with the terms of  Section  4(b)
hereof).  Non-Employee Directors are not eligible to be granted Restricted Stock
under the Plan.

               (ii)   Restrictions.   Shares  of  Restricted  Stock  granted  to
Participating  Key  Employees  shall  be  subject  to such  restrictions  as the
Committee may impose (including, without limitation, any limitation on the right
to vote a Share of  Restricted  Stock or the right to receive  any  dividend  or
other  right  or  property),  which  restrictions  may  lapse  separately  or in
combination at such time or times,  in such  installments  or otherwise,  as the
Committee may deem appropriate; provided, however, that, except as determined by
the Committee with respect to a number of Shares not exceeding 10% of the Shares
authorized for issuance under the Plan, the applicable period of restriction for
any Shares of Restricted  Stock granted  hereunder  shall not be less than three
(3) years,  subject to earlier vesting at the discretion of the Committee in the
event of death,  disability or retirement of a Participating  Key Employee or in
the event of a Change of Control of the Company.



                                      -10-
<PAGE>


               (iii)  Registration.  Any Restricted Stock granted under the Plan
to a Participating Key Employee may be evidenced in such manner as the Committee
may deem appropriate,  including, without limitation, book-entry registration or
issuance  of a  stock  certificate  or  certificates.  In the  event  any  stock
certificate is issued in respect of Shares of Restricted Stock granted under the
Plan to a Participating  Key Employee,  such certificate  shall be registered in
the name of the Participating Key Employee and shall bear an appropriate  legend
(as  determined  by the  Committee)  referring  to the  terms,  conditions,  and
restrictions applicable to such Restricted Stock.

               (iv)   Payment of Restricted Stock.  At the end of the applicable
restriction  period relating to Restricted Stock granted to a Participating  Key
Employee,  one or more stock  certificates for the appropriate number of Shares,
free  of  restrictions  imposed  under  the  Plan,  shall  be  delivered  to the
Participating Key Employee, or, if the Participating Key Employee received stock
certificates representing the Restricted Stock at the time of grant, the legends
placed on such certificates shall be removed.

               (v)    Forfeiture.  Shares of Restricted  Stock  that do not vest
pursuant to their terms will be forfeited by the  Participating  Key Employee to
whom such Shares were granted.

          (e)  Performance Shares.

               (i)    Issuance.  The  Committee  is hereby  authorized  to grant
Awards  of  Performance  Shares to  Participating  Key  Employees.  Non-Employee
Directors are not eligible to be granted Performance Shares under the Plan.

               (ii)   Performance Goals and Other  Terms.  The  Committee  shall
determine  the  Performance  Period,  the  Performance  Goal or  Goals  (and the
performance  level  or  levels  related  thereto)  to  be  achieved  during  any
Performance  Period,  the  proportion  of  payments,  if  any,  to be  made  for
performance  between the minimum and full performance levels for any Performance
Goal and, if applicable,  the relative percentage weighting given to each of the
selected Performance Goals, the restrictions  applicable to Shares of Restricted
Stock received upon payment of Performance Shares if Performance Shares are paid
in such manner,  and any other terms,  conditions and rights relating to a grant
of Performance  Shares.  The Committee  shall have sole  discretion to alter the
selected  Performance  Goals set forth in Section 2(q),  subject to  shareholder
approval,  to the extent required to qualify the Award for the performance-based
exemption  provided by Section  162(m) of the Code (or any  successor  provision
thereto).  Notwithstanding the foregoing,  in the event the Committee determines
it is  advisable  to  grant  Performance  Shares  which do not  qualify  for the
performance-based  exemption  under Section 162(m) of the Code (or any successor
provision  thereto),  the Committee may make such grants without  satisfying the
requirements thereof.

               (iii)  Rights and Benefits  During the  Performance  Period.  The
Committee may provide that,  during a Performance  Period,  a Participating  Key
Employee shall be paid cash amounts, with respect to each Performance Share held
by such Participating Key Employee, in the same manner, at the same time, and in
the same amount paid, as a cash



                                      -11-
<PAGE>


dividend on a Share.  Participating  Key  Employees  shall have no voting rights
with  respect  to  Performance   Shares  held  by  them  during  the  applicable
Performance Period.

               (iv)   Payment of  Performance Shares.  As soon as is  reasonably
practicable following the end of the applicable  Performance Period, and subject
to the Committee  certifying in writing as to the  satisfaction of the requisite
Performance Goal or Goals if such  certification is required in order to qualify
the Award for the performance-based  exemption provided by Section 162(m) of the
Code (or any successor provision thereto), one or more certificates representing
the number of Shares equal to the number of Performance  Shares payable shall be
registered  in the name of and  delivered  to the  Participating  Key  Employee;
provided,  however,  that any Shares of  Restricted  Stock payable in connection
with Performance Shares shall,  pending the expiration,  lapse, or waiver of the
applicable  restrictions,  be  evidenced  in the  manner as set forth in Section
6(d)(iii) hereof.

          (f)  General.

               (i)    No Consideration for Awards.  Awards  shall be  granted to
Participating Key Employees without the requirement of cash consideration unless
otherwise  determined by the Committee.  Awards of  Non-Qualified  Stock Options
granted  to  Non-Employee  Directors  under  Section  6(b) of the Plan  shall be
granted for no cash consideration unless otherwise required by law.

               (ii)   Award Agreements.  Each Award granted under the Plan shall
be evidenced by an Award  Agreement in such form  (consistent  with the terms of
the Plan) as shall have been approved by the Committee.

               (iii)  Awards May Be Granted Separately  or  Together.  Awards to
Participating  Key  Employees  under the Plan may be granted  either alone or in
addition to, in tandem with, or in substitution for any other Award or any award
granted under any other plan of the Company or any Affiliate.  Awards granted in
addition to or in tandem with other Awards,  or in addition to or in tandem with
awards  granted  under any other plan of the  Company or any  Affiliate,  may be
granted either at the same time as or at a different time from the grant of such
other Awards or awards.

               (iv)   Forms of Payment Under Awards. Subject to the terms of the
Plan and of any applicable Award Agreement,  payments or transfers to be made by
the Company or an Affiliate upon the grant,  exercise, or payment of an Award to
a Participating  Key Employee may be made in such form or forms as the Committee
shall  determine,  and  may  be  made  in  a  single  payment  or  transfer,  in
installments,  or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee.  Such rules and procedures may include,
without  limitation,  provisions  for the  payment or  crediting  of interest on
installment or deferred payments.

               (v)    Limits on Transfer of Awards. Except as otherwise provided
by the Committee, no Award (other than Released Securities),  and no right under
any such Award, shall be assignable,  alienable,  salable,  or transferable by a
Participating Key Employee or a



                                      -12-
<PAGE>


Non-Employee  Director  otherwise  than by will or by the  laws of  descent  and
distribution  (or,  in the  case of an Award of  Restricted  Securities,  to the
Company); provided, however, that a Participating Key Employee at the discretion
of the Committee may, and a Non-Employee  Director  shall,  be entitled,  in the
manner established by the Committee, to designate a beneficiary or beneficiaries
to exercise his or her rights, and to receive any property  distributable,  with
respect to any Award upon the death of the  Participating  Key  Employee  or the
Non-Employee  Director,  as the case may be. Except as otherwise provided by the
Committee,  each Award,  and each right under any Award,  shall be  exercisable,
during the  lifetime  of the  Participating  Key  Employee  or the  Non-Employee
Director,  only by such individual or, if permissible  under  applicable law, by
such individual's guardian or legal representative. Except as otherwise provided
by the Committee, no Award (other than Released Securities),  and no right under
any such Award, may be pledged,  alienated,  attached,  or otherwise encumbered,
and any purported pledge,  alienation,  attachment, or encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate.

               (vi)   Term of Awards.  Except as otherwise provided in the Plan,
the term of each  Award  shall be for such  period as may be  determined  by the
Committee but the expiration  date of an Award shall be not later than ten years
after the date such Award is granted.

               (vii)  Share  Certificates;  Representation.  In  addition to the
restrictions  imposed  pursuant to Section  6(d) and Section  6(e)  hereof,  all
certificates  for Shares  delivered  under the Plan pursuant to any Award or the
exercise  thereof  shall be  subject  to such  stop  transfer  orders  and other
restrictions  as the Committee may deem  advisable  under the Plan or the rules,
regulations,  and other  requirements of the  Commission,  any stock exchange or
other  market  upon  which  such  Shares  are then  listed  or  traded,  and any
applicable  federal or state  securities  laws,  and the  Committee  may cause a
legend  or  legends  to be put on any  such  certificates  to  make  appropriate
reference to such restrictions. The Committee may require each Participating Key
Employee,  Non-Employee  Director or other Person who acquires  Shares under the
Plan by means of an Award  originally made to a Participating  Key Employee or a
Non-Employee  Director  to  represent  to  the  Company  in  writing  that  such
Participating Key Employee,  Non-Employee  Director or other Person is acquiring
the Shares without a view to the distribution thereof.

Section 7.  Amendment  and Termination  of the Plan;  Correction of  Defects and
            Omissions

          (a)  Amendments to and Termination of the Plan. The Board of Directors
of the Company may at any time amend, alter, suspend,  discontinue, or terminate
the Plan; provided,  however,  that shareholder approval of any amendment of the
Plan shall also be obtained:  (i) if such  amendment (A) increases the number of
Shares with  respect to which  Awards may be granted  under the Plan (other than
increases  related to adjustments made as provided in Section 4(b) hereof),  (B)
expands the class of persons  eligible  to  participate  under the Plan,  or (C)
otherwise increases in any material respect the benefits payable under the Plan;
or  (ii)  if  otherwise  required  by (A)  the  Code  or any  rules  promulgated
thereunder  (in order to allow for  Incentive  Stock Options to be granted under
the Plan),  or (B) the  quotation  or listing



                                      -13-
<PAGE>


requirements of the Nasdaq Stock Market or any principal  securities exchange or
market on which the Shares are then traded (in order to maintain  the  quotation
or listing of the Shares thereon). Termination, amendment or modification of the
Plan shall not affect the rights of Participating  Key Employees or Non-Employee
Directors with respect to Awards  previously  granted to them, and all unexpired
Awards shall  continue in force and effect after  termination of the Plan except
as they may lapse or be terminated by their own terms and conditions.

          (b)  Correction  of  Defects,   Omissions  and  Inconsistencies.   The
Committee  may  correct  any  defect,  supply any  omission,  or  reconcile  any
inconsistency in any Award or Award Agreement in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

Section 8.  General Provisions

          (a)  No Rights to Awards.  No Key Employee, Participating Key Employee
or other Person (other than a  Non-Employee  Director to the extent  provided in
Section  6(b) of the Plan) shall have any claim to be granted an Award under the
Plan,  and there is no obligation  for uniformity of treatment of Key Employees,
Participating  Key Employees,  or holders or  beneficiaries  of Awards under the
Plan.  The terms and  conditions  of Awards need not be the same with respect to
each Participating Key Employee.

          (b)  Withholding.  No later than the date as to which an amount  first
becomes  includible  in the gross  income of a  Participating  Key  Employee for
federal  income  tax  purposes  with  respect to any Award  under the Plan,  the
Participating  Key  Employee  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 Committee,  withholding  obligations
arising with respect to Awards to Participating Key Employees under the Plan may
be settled with Shares other than Restricted  Securities,  including Shares that
are part of, or are received  upon exercise 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 and any Affiliate
shall,  to the extent  permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participating Key Employee.  The Committee
may  establish  such  procedures  as it deems  appropriate  for the  settling of
withholding obligations with Shares.

          (c)  No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Affiliate  from adopting or continuing
in effect other or additional compensation  arrangements,  and such arrangements
may be either generally applicable or applicable only in specific cases.

          (d)  Rights and Status of Recipients of Awards.  The grant of an Award
shall not be  construed as giving a  Participating  Key Employee the right to be
retained in the employ of the Company or any Affiliate.  Further, the Company or
any  Affiliate  may at any  time  dismiss  a  Participating  Key  Employee  from
employment,  free  from any  liability,  or any claim  under  the  Plan,  unless
otherwise expressly provided in the Plan or in any Award Agreement. The



                                      -14-
<PAGE>


grant of an Award to a  Non-Employee  Director  pursuant to Section  6(b) of the
Plan  shall  confer no right on such  Non-Employee  Director  to  continue  as a
director of the Company. Except for rights accorded under the Plan and under any
applicable  Award  Agreement,   Participating  Key  Employees  and  Non-Employee
Directors  shall have no rights as holders of Shares as a result of the granting
of Awards hereunder.

          (e)  Unfunded Status of the Plan.  Unless otherwise  determined by the
Committee,  the Plan shall be unfunded  and shall not create (or be construed to
create) a trust or a separate  fund or funds.  The Plan shall not  establish any
fiduciary  relationship  between the Company and any Participating Key Employee,
any  Non-Employee  Director or other Person.  To the extent any Person holds any
right by  virtue  of a grant  under  the  Plan,  such  right  (unless  otherwise
determined by the Committee)  shall be no greater than the right of an unsecured
general creditor of the Company.

          (f)  Governing Law. The validity, construction  and effect of the Plan
and any  rules and  regulations  relating  to the Plan  shall be  determined  in
accordance with the laws of the State of Wisconsin and applicable federal law.

          (g)  Severability. If any provision of the Plan or any Award Agreement
or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction, or as to any Person or Award, or would disqualify the Plan,
any  Award  Agreement  or any  Award  under  any law  deemed  applicable  by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee,  materially altering the intent of the Plan,
any Award  Agreement or the Award,  such provision  shall be stricken as to such
jurisdiction,  Person,  or Award,  and the remainder of the Plan, any such Award
Agreement and any such Award shall remain in full force and effect.

          (h)  No Fractional Shares.  No fractional  Shares or other  securities
shall be issued or delivered  pursuant to the Plan,  any Award  Agreement or any
Award,  and the Committee shall determine  (except as otherwise  provided in the
Plan)  whether  cash,  other  securities,  or  other  property  shall be paid or
transferred in lieu of any  fractional  Shares or other  securities,  or whether
such  fractional  Shares or other  securities  or any  rights  thereto  shall be
canceled, terminated, or otherwise eliminated.

          (i)  Headings.  Headings are given to the Sections and  subsections of
the Plan solely as a convenience  to facilitate  reference.  Such headings shall
not  be  deemed  in  any  way  material  or  relevant  to  the  construction  or
interpretation of the Plan or any provision thereof.

Section 9.  Effective Date of the Plan

         The Plan shall be  effective on the date of adoption of the Plan by the
Board of  Directors  of the  Company  provided  that the Plan is approved by the
shareholders of the Company within twelve months  following the date of adoption
of the Plan by the Board of Directors.  All Awards  granted prior to shareholder
approval  of the  Plan  shall be  subject  to such  approval  and  shall  not be
exercisable until after such approval.



                                      -15-