JOHNSON CONTROLS, INC.
                             1992 Stock Option Plan
                     (As amended through November 17, 1999)


1.   Establishment.  JOHNSON CONTROLS, INC. (the "Company") hereby establishes a
     stock  option  plan for  certain  officers  and  other  key  employees,  as
     described herein,  which shall be known as the JOHNSON CONTROLS,  INC. 1992
     STOCK OPTION PLAN (the  "Plan").  It is intended  that certain of the stock
     options issued pursuant to the Plan may constitute  incentive stock options
     within the meaning of Section 422 of the Internal  Revenue Code ("Incentive
     Stock  Options")  and the remainder of the options  issued  pursuant to the
     Plan shall  constitute  nonqualified  options.  Incentive Stock Options and
     nonqualified   stock  options  are  hereinafter   jointly  referred  to  as
     "Options."  The  Committee may also award stock  appreciation  rights along
     with  Options  issued  pursuant  to  the  Plan  and,   subject  to  certain
     limitations, apart from Options issued pursuant to the Plan.

2.   Purpose.  The purpose of the Plan is to induce  certain  officers and other
     key  employees  to remain in the employ of the Company or its  subsidiaries
     and to encourage such  employees to secure or increase on reasonable  terms
     their stock ownership in the Company. The Board of Directors of the Company
     (the "Board of Directors")  believes that the Plan will promote  continuity
     of management and increased  incentive and personal interest in the welfare
     of the Company by those who are  responsible  for shaping and  carrying out
     the long-range  plans of the Company and securing its continued  growth and
     financial success.

3.   Effective  Date of the Plan.  The effective date of the Plan is the date of
     its adoption by the Board of Directors,  September 23, 1992, subject to the
     approval  of the Plan by the  shareholders  of the  Company  within  twelve
     months of the  effective  date.  Any and all Options  granted prior to such
     approval shall be subject to such approval.

4.   Stock Subject to the Plan.  Subject to  adjustment  in accordance  with the
     provisions  of paragraph 19, the total number of shares of the common stock
     of the Company  ("Common  Stock"),  available for awards during the term of
     this Plan shall not exceed 7,591,758  shares.  Shares of Common Stock to be
     delivered  upon  exercise of Options or  settlement  of stock  appreciation
     rights under the Plan shall be made available from presently authorized but
     unissued  Common Stock of the Company or  authorized  and issued  shares of
     Common  Stock  reacquired  and held as treasury  shares,  or a  combination
     thereof.  If any  Option or stock  appreciation  right  shall be  canceled,
     expire or terminate without having been exercised in full, or to the extent
     a stock  appreciation  right is settled in cash, the shares of Common Stock
     allocable to the unexercised, canceled, forfeited portion of such Option or
     stock appreciation right, or portion of such stock appreciation right which
     is settled in cash,  shall again be available  for the purpose of the Plan.
     The  surrender  of any Options  (and the  surrender  of any  related  stock
     appreciation  rights




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     granted  under  paragraph  18) in  connection  with  the  receipt  of stock
     appreciation rights as provided in paragraph 18A shall, as to such Options,
     have  the  same  effect  under  this  paragraph  4 as the  cancellation  or
     termination  of such Options  without having been  exercised.  If any stock
     appreciation  rights are  granted  under the Plan  separate  and apart from
     Options   (including  any  grant  in  connection   with  the  surrender  of
     outstanding  Options),  as provided in paragraph  18A, and shares of Common
     Stock may be issuable in connection  with such stock  appreciation  rights,
     then the grant of such stock  appreciation  rights  shall be deemed to have
     the same effect under this  paragraph 4 as the grant of Options;  provided,
     however, if any such stock appreciation rights shall be canceled, expire or
     terminate  without  having been exercised in full, or to the extent a stock
     appreciation right is settled in cash, the shares of Common Stock allocable
     to the unexercised,  canceled, forfeited portion of such stock appreciation
     right,  or  portion of such stock  appreciation  right  which is settled in
     cash, shall again be available for the purpose of the Plan. If the exercise
     price of any Option granted under the Plan is satisfied by tendering shares
     of  Common  Stock  to  the  Company  (by  either  actual   delivery  or  by
     attestation),  only the number of shares of Common  Stock issued net of the
     shares of Common Stock tendered  shall be deemed  delivered for purposes of
     determining  the maximum  number of shares of Common  Stock  available  for
     delivery  under  the  Plan.  If any  Participant  satisfies  the  Company's
     withholding  tax  requirements  upon the  exercise of an Option by properly
     electing  to have the Company  withhold  shares of Common  Stock,  then the
     shares of Common Stock so withheld shall again be available for the purpose
     of the  Plan,  except  that such  shares  shall  not be  available  for the
     granting of Incentive Stock Options.

5.   Administration.

     (a)  The Plan shall be  administered  by the  Compensation  Committee  (the
          "Committee") consisting of not less than three members of the Board of
          not less than three members of the Board of Directors  appointed  from
          time to time by the Board of  Directors.  No  member of the  Committee
          shall be, nor at any time during the  preceding  one-year  period have
          been,  eligible to receive stock,  stock options or stock appreciation
          rights of the Company or of its  subsidiaries  pursuant to the Plan or
          any other plan of the Company or its  subsidiaries,  other than a plan
          for  directors of the Company who are not officers or employees of the
          Company  which  provides  for  automatic  grants  without  exercise of
          discretion by any member of the Board of Directors,  or by any officer
          or employee of the Company.

     (b)  Subject to the express  provisions of the Plan,  the  Committee  shall
          have  authority to establish  such rules and  regulations  as it deems
          necessary or advisable for the proper  administration of the Plan, and
          in its discretion,  to determine the individuals (the  "Participants")
          to  whom,  and  the  time  or  times  at  which,   Options  and  stock
          appreciation rights shall be granted,  the type of Options, the Option
          periods,  limitations on Option exercise,  and the number of shares to
          be  subject  to  each  Option.  In  making  such  determinations,  the
          Committee may take into account the nature of the services rendered by
          the respective employees, their present and potential contributions to
          the success of the



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<PAGE>


          Company or its subsidiaries,  and such other factors as the Committee,
          in its discretion, shall deem relevant.

     (c)  Subject to the express  provisions of the Plan,  the  Committee  shall
          also have  complete  authority to interpret  the Plan,  to  prescribe,
          amend, and rescind rules and regulations  relating to it, to determine
          the terms and provisions of the respective  Option  Agreements  (which
          need not be identical) and to make all other determinations  necessary
          or  advisable  for the  administration  of the Plan.  The  Committee's
          determinations on the matters referred to in this paragraph 5 shall be
          conclusive and binding upon all parties.

     (d)  Neither the Committee  nor any member  thereof shall be liable for any
          act, omission,  interpretation,  construction or determination made in
          connection  with  the  Plan in good  faith,  and  the  members  of the
          Committee shall be entitled to  indemnification  and  reimbursement by
          the  Company  in  respect  of  any  claim,  loss,  damage  or  expense
          (including  attorneys  fees)  arising  therefrom  to the  full  extent
          permitted  by law and  under  any  directors  and  officers  liability
          insurance that may be in effect from time to time.

     (e)  A majority of the Committee shall constitute a quorum, and the acts of
          a majority of the members  present at any meeting at which a quorum is
          present,  or acts  approved in writing by a majority of the  Committee
          without a meeting, shall be the acts of the Committee.

6.   Eligibility.  Options  and stock  appreciation  rights  may be  granted  to
     officers  and other key  employees of the Company and of any of its present
     and  future  subsidiaries.  The  maximum  number of shares of Common  Stock
     covered by Options which may be granted to any  Participant  within any two
     consecutive  calendar year periods shall not exceed  500,000  shares in the
     aggregate.  No Option or stock  appreciation  right shall be granted to any
     person who owns,  directly or indirectly,  shares of stock  possessing more
     than 10% of the total combined  voting power of all classes of stock of the
     Company.  A director of the Company or of a  subsidiary  who is not also an
     employee of the Company or of a subsidiary  will not be eligible to receive
     any Option or stock appreciation right hereunder.

7.   Rights  of  Employees.  Nothing  in this  Plan or in any  Option  or  stock
     appreciation  right shall  interfere  with or limit in any way the right of
     the Company and any of its  subsidiaries to terminate any  Participant's or
     employee's  employment  at any time,  nor confer  upon any  Participant  or
     employee  any  right to  continue  in the  employ  of the  Company  and its
     subsidiaries.

8.   Option Agreements.  All Options and stock appreciation rights granted under
     the Plan shall be evidenced by written  agreements (an "Option  Agreement")
     in such form or forms as the Committee shall determine.

9.   Option  Price.  The per  share  Option  price  for  Options  and for  stock
     appreciation  rights  granted  under  paragraph 18, and the per share grant
     price for  stock  appreciation  rights



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<PAGE>


     granted under  paragraph 18A, as determined by the  Committee,  shall be an
     amount not less than 100% of the fair market value of the stock on the date
     such Options or stock appreciation rights are granted (or, if the Committee
     so determines,  in the case of any stock  appreciation  right granted under
     paragraph 18A upon the surrender of any outstanding  Option, on the date of
     grant of such  Option).  The fair  market  value of a share of stock on any
     date shall be the average of the highest and lowest  market prices of sales
     of the Common Stock on that date, or on the next  preceding  trading day if
     such date was not a trading day as reported on the New York Stock  Exchange
     or as otherwise determined by the Committee.

10.  Option Period.  The term of each Option and stock  appreciation right shall
     be as  determined  by the  Committee  but in no event  shall the term of an
     Option or stock  appreciation  right exceed a period of ten (10) years from
     the date of its grant.  Each Option and stock  appreciation  right  granted
     hereunder  may  granted at any time on or after the  effective  date of the
     Plan,  and  prior to its  termination,  provided  that no  Option  or stock
     appreciation  right may be granted later than ten years after the date this
     Plan is adopted.  The Committee shall determine whether any Option or stock
     appreciation right shall become exercisable in cumulative or non-cumulative
     installments  or in full at any time. An exercisable  Stock Option or stock
     appreciation  right,  or portion  thereof,  may be exercised in whole or in
     part only with respect to whole shares of Common Stock.

11.  Maximum Value of Incentive  Stock Options.  The aggregate fair market value
     (as defined in  paragraph  9) of the Common  Stock for which any  Incentive
     Stock Options are  exercisable  for the first time by a Participant  during
     any  calendar  year under the Plan or any other plan of the  Company or any
     subsidiary shall not exceed  $100,000.  To the extent the fair market value
     of the shares of Common Stock attributable to Incentive Stock Options first
     exercisable  in any calendar year exceeds  $100,000,  the excess portion of
     the Incentive Stock Options shall be treated as nonqualified options.

12.  Transferability of Option or Stock  Appreciation  Right. No Option or stock
     appreciation  right  granted  hereunder  shall be  transferable  other than
     options specifically  designated by the Compensation  Committee as such and
     meeting the following requirements of transfer:

     (a)  by will or by the laws of descent and distribution; or

     (b)  in the case of a nonqualified option:

     (i)  pursuant  to a  "Qualified  Domestic  Relations  Order" as  defined in
          Section 414(p) of the Internal Revenue Code; or

     (ii) to (A) his or her spouse, children or grandchildren ("Immediate Family
          Members"),  (B) a  partnership  in  which  the only  partners  are the
          Participant's  Immediate  Family  Members,  or (C) a trust  or  trusts
          established solely for the



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<PAGE>


          benefit of one or more of the  Participant's  Immediate Family Members
          (collectively, the Permitted Transferees),  provided that there may be
          no consideration for any such transfer by a Participant

          Following   transfer   (if   applicable),   such   Options  and  stock
          appreciation rights shall continue to be subject to the same terms and
          conditions as were applicable immediately prior to transfer,  provided
          that such  Options  and stock  appreciation  rights  may be  exercised
          during  the life of the  Participant  only by the  Participant  or, if
          applicable,  by the  alternate  payee  designated  under  a  Qualified
          Domestic Relations Order or the Participant's Permitted Transferees.

13.  Exercise of Option; Deferral of Shares.

     (a)  The Committee  shall  prescribe the manner in which a Participant  may
          exercise an Option which is not  inconsistent  with the  provisions of
          this Plan. An Option may be exercised,  subject to  limitations on its
          exercise  contained in the Option Agreement and in this Plan, in full,
          at any time, or in part, from time to time, only by (A) written notice
          of intent to exercise the Option with respect to a specified number of
          shares,  and (B) by  payment  in full to the  Company  at the  time of
          exercise  of the  Option,  of the  option  price of the  shares  being
          purchased.  Payment of the Option price may be made (i) in cash,  (ii)
          if  permitted  by the  applicable  Option  Agreement,  by tendering of
          shares of Common Stock  equivalent in fair market value (as defined in
          paragraph  9),  or  (iii)  if  permitted  by  the  applicable   Option
          Agreement, partly in cash and partly in shares of Common Stock. Common
          Stock may be  tendered  either by actual  delivery of shares of Common
          Stock or by attestation.

     (b)  The Committee may provide one or more means to enable Participants and
          the Company to defer  delivery of shares of Common  Stock  deliverable
          upon  exercise  of an  Option,  on such  terms and  conditions  as the
          Committee  may  determine,  including by way of example the manner and
          timing of making a deferral election,  the treatment of dividends paid
          on shares of Common Stock during the deferral period and the permitted
          distribution dates or events. No such deferral means may result in any
          increase in the number of shares of Common  Stock  issuable  hereunder
          other than as contemplated by paragraph 4 or paragraph 19 hereof.

14.  Withholding. If permitted by the applicable Option Agreement, a Participant
     may be permitted to satisfy the Company s withholding  tax  requirements by
     electing  (i) to have the Company  withhold  shares of Common  Stock of the
     Company,  or (ii) to deliver to the Company  shares of Common  Stock of the
     Company  having a fair market value on the date income is recognized on the
     exercise of a nonqualified  option equal to the minimum amount  required to
     be withheld, or such greater amount as may be requested by the Participant.
     The  election  shall be made in writing and  according to such rules and in
     such form as the Committee shall determine.



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<PAGE>


     Notwithstanding  the  foregoing,  the  election  and  satisfaction  of  any
     withholding  requirement  through the  withholding  of Common  Stock or the
     tender  of shares of  Company  Stock may be made only at such  times as are
     permitted,  without incurring liabilities,  by Rule 16b-3 of the Securities
     Exchange Act of 1934, as amended,  or such other  securities laws, rules or
     regulations as may be applicable.

15.  [intentionally omitted]

16.  [intentionally omitted]

17.  Termination of Employment.

     (a)  In the event a Participant's employment with the Company or any of its
          subsidiaries  shall  be  terminated  for  any  reason,   except  early
          retirement or total and permanent  disability,  all rights to exercise
          an Option or stock appreciation right shall terminate immediately.

     (b)  If the  Participant  should die while  employed  by the Company or any
          subsidiary  prior to the expiration of the term of the Option or stock
          appreciation  right,  the  Option or stock  appreciation  right may be
          exercised  by the person to whom it is  transferred  by will or by the
          applicable  laws of descent  and  distribution  to the extent it could
          have been exercised by the  Participant had he lived, by giving notice
          as provided in paragraph  13, at any time within  twelve  months after
          the date of death  unless  such  Option  or stock  appreciation  right
          expires earlier under the terms of the Option Agreement.

     (c)  In the event of  termination  of  employment  with the  Company due to
          early or normal retirement,  or due to total and permanent  disability
          prior to the expiration of the term of an Option or stock appreciation
          right, the Option or stock  appreciation right may be exercised by the
          Participant,  to the  extent  it could  have  been  exercised  had the
          Participant remained actively employed,  at any time within thirty-six
          months (except  Incentive Stock Options which may be exercised  within
          three  months)  after the date of such early or normal  retirement  or
          total permanent disability,  as the case may be, unless such Option or
          stock appreciation right expires earlier under the terms of the Option
          Agreement.  Provided,  however,  that for certain participants who are
          officers of the  corporation  or who are selected by the  Compensation
          Committee of the Board,  nonqualified  options  granted after July 27,
          1999, may be exercised by the Participant for five years of the Option
          or stock  appreciation right in the event of termination of employment
          with the  Company due to early or normal  retirement,  or due to total
          and permanent  disability,  prior to the expiration of the term of the
          Option  or  stock   appreciation   right.   For  purposes   hereof,  a
          Participant's employment shall be deemed to have terminated due to (a)
          early or normal  retirement  if such  Participant  is then eligible to
          receive early or normal  retirement  benefits  under the provisions of
          any of the Company's or its  subsidiaries  pension  plans;  or, in the
          absence of a pension plan,  provided such Participant retires with ten
          years of  service  and is at least 55 years old or  retires  with five
          years  of  service  and is at least 65  years  old and (b)  total  and
          permanent  disability if he is permanently disabled within the meaning
          of Section  22(e)(3) of the Internal  Revenue  Code, as in effect from
          time to time.



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<PAGE>


          For  purposes of this Plan:  (a) a transfer  of an  employee  from the
          Company to a 50% or more owned subsidiary,  partnership, joint venture
          or other  affiliate  (whether or not  incorporated)  or vice versa, or
          from one subsidiary,  partnership, joint venture or other affiliate to
          another or (b) a leave of absence  duly  authorized  in writing by the
          Company,  provided the employee s right to re-employment is guaranteed
          either by statute or by contract, shall not be deemed a termination of
          employment  under the Plan.  Notwithstanding  the foregoing,  from and
          after a Change of Control,  as defined in paragraph 22, Options (other
          than Incentive  Stock Options granted prior to May 24, 1989) and stock
          appreciation  rights shall continue to be exercisable for three months
          after a Participant's termination of employment.

18.  Stock  Appreciation  Rights.  Stock  appreciation  rights may be granted in
     conjunction  with all or part of any Option  granted under the Plan.  Stock
     appreciation  rights may be exercised by a Participant by surrendering  the
     related  Option or  applicable  portion  thereof.  Upon such  exercise  and
     surrender,  the Participant shall be entitled to receive the economic value
     of such stock  appreciation  rights  determined in the manner prescribed in
     subparagraph  (b)  of the  Paragraph  18 and  in  the  form  prescribed  in
     subparagraph  (c)  of  this  Paragraph  18.  Options  which  have  been  so
     surrendered,  in whole or in part,  shall no longer be  exercisable.  Stock
     appreciation  rights  shall be  subject to such  terms and  conditions  not
     inconsistent  with other  provisions  of the Plan as shall be determined by
     the Committee, which shall include the following:

     (a)  Stock appreciation rights shall be exercisable or transferable at such
          time or times and only to the  extent  that the  Option to which  they
          relate is exercisable or transferable.

     (b)  Upon the exercise of stock appreciation rights, a Participant shall be
          entitled to receive the economic value  thereof,  which value shall be
          equal to the  excess of the fair  market  value of one share of Common
          Stock of the Company on the date of exercise over the Option price per
          share,  multiplied  by the  number of shares in  respect  of which the
          stock appreciation rights shall have been exercised.

     (c)  The Committee shall have sole  discretion  either (i) to determine the
          form in which payment of such economic value will be made (i.e.  cash,
          stock, or any combination thereof) or (ii) to consent to or disapprove
          the  election of the  Participant  to receive  cash in full or partial
          payment of such economic value.

     (d)  The exercise of stock appreciation rights by a Participant pursuant to
          the Plan may be made only at such times as are permitted by Rule 16b-3
          of the Securities Exchange Act of 1934, without  liabilities,  or such
          other securities laws or rules as may be applicable.

     (e)  Common  Stock  subject to the  Option to which the stock  appreciation
          rights relate exceeds the exercise price of such Option.



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<PAGE>


18A. Other Stock  Appreciation  Rights.  Stock  appreciation  rights may also be
     granted  separate from any Option granted under the Plan to any Participant
     who at the time of grant is not then an officer of the Company for purposes
     of  Section  16 of the  Securities  Exchange  Act of 1934,  as  amended  (a
     "Section 16  Officer").  The  Committee  may also grant stock  appreciation
     rights under this  paragraph 18A to any person who is not then a Section 16
     Officer in connection with the surrender of any outstanding  Option granted
     under  the Plan  prior to  September  22,  1993 (and the  surrender  of any
     related stock  appreciation  rights granted under paragraph 18). Such stock
     appreciation  rights may be exercised by a Participant by written notice of
     intent  to  exercise  the  stock  appreciation   rights  delivered  to  the
     Committee,  which  notice  shall  state  the  number  of shares of stock in
     respect of which the stock  appreciation  rights are being exercised.  Upon
     such exercise,  the  Participant  shall be entitled to receive the economic
     value of such stock appreciation  rights determined in the manner described
     in  subparagraph  (b) of this  paragraph 18A and in the form  prescribed in
     subparagraph (c) of this paragraph 18A.

     Stock  appreciation  rights  shall be subject to terms and  conditions  not
     inconsistent  with other  provisions  of the Plan as shall be determined by
     the Committee, which shall include the following:

     (a)  Stock appreciation  rights granted in connection with the surrender of
          an Option shall be exercisable or  transferable  at such time or times
          and only to the  extent  that the  Option to which  they  related  was
          exercisable  or  transferable.   The  Committee  shall  have  complete
          authority to determine  the terms and  conditions  applicable to other
          stock  appreciation  rights,  including the periods applicable to such
          rights,  limitations  on exercise and the number of shares of stock in
          respect to which such stock appreciation rights are exercisable.

     (b)  Upon the exercise of stock appreciation rights, a Participant shall be
          entitled to receive the economic value  thereof,  which value shall be
          equal to the  excess of the fair  market  value of one share of Common
          Stock of the Company on the date of exercise  over the grant price per
          share,  multiplied  by the  number of shares in  respect  of which the
          stock   appreciation   rights   shall  have  been   exercised.   Stock
          appreciation  rights which have been so  exercised  shall no longer be
          exercisable in respect of such number of shares.

     (c)  The Committee shall have the sole  discretion  either (i) to determine
          the form in which payment of such  economic  value will be made (i.e.,
          cash,  stock,  or any  combination  thereof)  or (ii) to consent to or
          disapprove the election of the  Participant to receive cash in full or
          partial  payment of such  economic  value.(d)  The  exercise  of stock
          appreciation rights by a Participant  pursuant to the Plan may be made
          only at such times as are  permitted  by Rule 16b-3 of the  Securities
          Exchange Act of 1934,  without  liabilities,  or such other securities
          laws or rules as may be applicable.(e) Stock appreciation rights shall
          be exercisable  only when the fair market value of the Common Stock to
          which the stock appreciation  rights relate exceeds the grant price of
          such stock appreciation rights.



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<PAGE>


19.  Adjustment  Provisions.  In the event of any  change  in the  shares of the
     Common Stock of the Company by reason of a declaration  of a stock dividend
     (other  than  a  stock  dividend  declared  in  lieu  of an  ordinary  cash
     dividend), spin-off, merger, consolidation  recapitalization,  or split-up,
     combination or exchange of shares,  or otherwise,  the aggregate number and
     class of shares  available  under this Plan, the number and class of shares
     subject to each outstanding Option and stock appreciation right, the option
     price for shares subject to each outstanding  Option,  and the option price
     or grant price and economic value of any stock appreciation rights shall be
     appropriately  adjusted  by the  Committee,  whose  determination  shall be
     conclusive.

20.  Termination  and Amendment of Plan.  The Plan shall  terminate on September
     22, 2002,  unless sooner terminated as hereinafter  provided.  The Board of
     Directors may at any time terminate the Plan, or amend the Plan as it shall
     deem advisable including (without limiting the generality of the foregoing)
     any  amendments  deemed  by the  Board  of  Directors  to be  necessary  or
     advisable to assure  conformity of the Plan and any Incentive Stock Options
     granted  thereunder  to the  requirements  of Section  422 of the  Internal
     Revenue Code as now or hereafter  in effect and to assure  conformity  with
     any  requirements  of other state and federal  laws or  regulations  now or
     hereafter in effect;  provided,  however,  that the Board of Directors  may
     not, without further approval by the shareholders of the Company,  make any
     modifications   which,  by  applicable  law,  require  such  approval.   No
     termination  or  amendment  of the Plan may,  without  the  consent  of the
     Participant to whom any Option or stock appreciation rights shall have been
     granted,  adversely affect the rights of such Participant under such Option
     or stock  appreciation  rights.  The Board of  Directors  may also,  in its
     discretion,  permit any Option or stock  appreciation right to be exercised
     prior to the  earliest  date fixed for  exercise  thereof  under the Option
     Agreement.

21.  Rights  of  a  Shareholder.  A  Participant  shall  have  no  rights  as  a
     shareholder  with respect to shares  covered by his or her Option until the
     date of issuance of the stock certificate to the participant and only after
     such shares are fully paid or with respect to stock appreciation rights. No
     adjustment  will be made for dividends or other rights for which the record
     date is prior to the date such stock is issued.

22.  Change of Control.  Notwithstanding the foregoing,  upon Change of Control,
     all  previously  granted  Options  and  stock  appreciation   rights  shall
     immediately  become  exercisable to the full extent of the original  grant.
     For purposes of this Plan, a "Change of Control" means any of the following
     events:(i) the acquisition, other than from the Company, by any individual,
     entity or group  (within  the  meaning of Section  13(d) or 14(d)(2) of the
     Securities  Exchange  Act of 1934,  as  amended  from  time to  time)  (the
     "Exchange Act") of beneficial  ownership  (within the meaning of Rule 13d-3
     promulgated  under the Exchange  Act) of 20% or more of either (A) the then
     outstanding shares of common stock of the Company (the "Outstanding Company
     Common  Stock") or (B) the combined  voting  power of the then  outstanding
     voting securities of the Company entitled to vote generally in the election
     of directors (the "Company Voting Securities"),



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<PAGE>


     provided,  however,  that any  acquisition by (x) the Company of any of its
     subsidiaries,  or any employee benefit plan (or related trust) sponsored or
     maintained by the Company or any of its subsidiaries or (y) any corporation
     with  respect  to  which,  following  such  acquisition,  more  than 60% of
     respectively,   the  then  outstanding  shares  of  common  stock  of  such
     corporation  and the combined voting power of the then  outstanding  voting
     securities of such  corporation  entitled to vote generally in the election
     of directors is then beneficially owned, directly or indirectly,  by all or
     substantially  all of the  individuals and entities who were the beneficial
     owners,  respectively,  of the Outstanding Company Common Stock and Company
     Voting  Securities  immediately  prior to such acquisition in substantially
     the  same  proportion  as  their  ownership,   immediately  prior  to  such
     acquisition  of the  Outstanding  Company  Common Stock and Company  Voting
     Securities, as the case may be, shall not constitute a change in control of
     the Company;  or (ii) individuals  who, as of May 24, 1989,  constitute the
     Board of  Directors of the Company (the  "Incumbent  Board")  cease for any
     reason to  constitute  at least a majority of the Board,  provided that any
     individual  becoming a director  subsequent to May 24, 1989, whose election
     or nomination for election by the Company's  shareholders was approved by a
     vote of at least a majority of the directors then  comprising the Incumbent
     Board shall be  considered as though such  individual  were a member of the
     Incumbent Board, but excluding, for this purpose, any such individual whose
     initial  assumption of office is in connection with an actual or threatened
     election  contest  relating to the election of the Directors of the Company
     (as such terms are used in Rule 14a-11 of Regulation 14A promulgated  under
     the Exchange Act); or (iii) approval by the  shareholders of the Company of
     a reorganization,  merger or consolidation (a "Business  Combination"),  in
     each case,  with  respect to which all or  substantially  all of the of the
     individuals and entities who were the respective  beneficial  owners of the
     Outstanding Company Common Stock and Company Voting Securities  immediately
     prior  to  such  Business  Combination  do  not,  following  such  Business
     Combination,  beneficially own,  directly or indirectly,  more than 60% of,
     respectively,  the then outstanding shares of common stock and the combined
     voting power of the then  outstanding  voting  securities  entitled to vote
     generally  in the  election  of  directors,  as the  case  may  be,  of the
     corporations  resulting from such Business Combination in substantially the
     same  proportion  as their  ownership  immediately  prior to such  Business
     Combination  or the  Outstanding  Company  Common Stock and Company  Voting
     Securities,  as the case  may be;  or (iv) (A) a  complete  liquidation  or
     dissolution  of the  company or a (B) sale or other  disposition  of all or
     substantially  all of the assets of the Company other than to a corporation
     with respect to which,  following such sale or  disposition,  more than 60%
     of,  respectively,  the then  outstanding  shares of  common  stock and the
     combined voting power of the then outstanding voting securities entitled to
     vote  generally in the  election of  directors is then owned  beneficially,
     directly or indirectly,  by all or substantially all of the individuals and
     entities who were the beneficial owners,  respectively,  of the Outstanding
     Company Common Stock and Company  Voting  Securities  immediately  prior to
     such sale or  disposition  in  substantially  the same  proportion as their
     ownership  of the  Outstanding  Company  Common  Stock and  Company  Voting
     Securities,  as the  case  may  be,  immediately  prior  to  such  sale  or
     disposition.



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<PAGE>


23.  LSARs.  Notwithstanding the foregoing, during the sixty-day period from and
     after a Change in  Control of the  Company,  each  optionee  shall have the
     right (the "LSAR") with respect to any Option  [other than (x) an Incentive
     Stock Option  granted prior to May 24, 1989 and (y) an Option granted to an
     officer or director of the Company (within the meaning of Section 16 of the
     Securities  Exchange Act of 1934, as amended from time to time) unless such
     Option was granted  more than six months  prior to the Change of Control of
     the  Company],  in lieu of the  payment  of the full  Option  price for the
     shares of Common Stock ("Shares")  subject to such Option, to elect (within
     such  sixty-day  period)  to  surrender  all or a part of the Option to the
     Company and to receive in lieu thereof cash in the amount by which the fair
     market value per Share on the date of such election shall exceed the option
     price per Share under the Option multiplied by the number of Shares granted
     under  the  Option as to which a LSAR  granted  hereunder  shall  have been
     exercised.  As used in this  paragraph 23, the fair market value of a Share
     on the date of  exercise  shall  mean with  respect  to an  election  by an
     optionee to receive  cash in respect of a Stock  Option,  the higher of (x)
     the highest reported sales price,  regular way, of a Share on the Composite
     Tape for New York Stock  Exchange  Listed  Stocks  (the  "Composite  Tape")
     during the  sixty-day  period prior to the date of the Change in Control of
     the  Company  and (y) if the Change in Control of the Company is the result
     of a transaction or a series of transactions described in paragraphs (i) or
     (ii) of the  definition  of Change in Control of the  Company  set forth in
     paragraph  22,  the  highest  price per Share paid in such  transaction  or
     series of transactions.

24.  Governing Law. The Plan, all awards hereunder,  and all determinations made
     and actions taken pursuant to the Plan shall be governed by the laws of the
     State of Wisconsin and construed in accordance therewith, to the extent not
     otherwise governed by the laws of the United States.

25.  Unfunded Plan. This Plan shall be unfunded. No person shall have any rights
     greater than those of a general creditor of the Company.



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