Exhibit 10.11

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


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

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

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

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

 Section 2.3.  "CHANGE IN CONTROL" has the meaning set forth in Section 9.2.

 Section 2.4.  "CODE" means the Internal Revenue Code of 1986, as amended.  The
reference to any specific section of the Code shall include any successor
section or sections.

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

 Section 2.6.  "COMMON STOCK" means the common stock, $.10 par value per share,
of the Company.
<PAGE>


 Section 2.7.  "COMPANY" means Mid-Wisconsin Financial Services, Inc., a
Wisconsin corporation.

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

 Section 2.9.  "EFFECTIVE DATE" means December 31, 1999.

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

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

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

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

       (b)  OVER-THE-COUNTER.  If the principal market for the Common Stock is
      an over-the-counter market, "Fair Market Value" means the average of the
      highest bid and lowest ask prices of the Common Stock reported in The
      Nasdaq National Market, or The Nasdaq Small Cap Market, or if the Common
      Stock is not then listed for trading in either of such markets, the
      average of the highest bid and lowest ask prices of the Common Stock
      reported on the OTC Bulletin Board, or, if prices for the Common Stock
      are not quoted on the OTC Bulletin Board, the average of the highest bid
      and lowest ask prices reported on any other bona fide over-the-counter
      stock market selected in good faith by the Committee.
<PAGE>


       (c)  OTHER DETERMINATION.  If subparagraphs (a) and (b) are not
      applicable, "Fair Market Value" shall mean such amount as may be
      determined by the Committee by whatever means or method as the Committee,
      in the good faith exercise of its discretion, shall at such time deem
      appropriate.

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

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

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

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

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

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

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

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

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

 Section 2.21.  "SHARE" means a share of Common Stock.
<PAGE>

 Section 2.22.  "SUBSIDIARY" means any corporation, partnership, or other
entity in which the Company owns, directly or indirectly, at least a 50%
interest in the voting rights or profits.

 Section 2.23.  "TERMINATION OF EMPLOYMENT" means the termination of the
participant's employment with, or performance of services for, the Company and
any of its Subsidiaries.  A participant employed by, or performing services
for, a Subsidiary shall also be deemed to incur a Termination of Employment if
the Subsidiary ceases to be such a Subsidiary and the participant does not
immediately thereafter become an employee of the Company or another Subsidiary.
Temporary absences from employment because of illness, vacation, or leave of
absence and transfers among the Company and its Subsidiaries shall not be
considered Terminations of Employment.  For purposes of the Plan, a
participant's employment shall be deemed to have terminated at the close of
business on the day preceding the first date on which he or she is no longer
for any reason whatsoever employed by the Company or any of its Subsidiaries.

 Section 3.  NUMBER OF SHARES AVAILABLE FOR OPTIONS.

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

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

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

 Section 3.4  STOCK DIVIDENDS, ETC.  If the Company shall, after the Effective
Date, change the Common Stock into a greater or lesser number of Shares through
a stock dividend, stock split-up or combination of Shares, then (a) the number
of Shares then subject to the Plan as provided for in Section 3.1, but which
are not then subject to any outstanding Option, (b) the number of Shares
subject to each then outstanding Option (to the extent not previously
exercised), and (c) the price per Share payable upon exercise of each then
outstanding Option, shall all be proportionately increased or decreased as of
the record date for such stock dividend, stock split-up or combination of
Shares in order to give effect thereto.  Notwithstanding any such proportionate
increase or decrease, no fraction of a Share shall be issued upon the exercise
of an Option and the Shares subject to an Option shall be rounded to the
nearest whole Share.
<PAGE>

 Section 3.5  OTHER CHANGES.  If, after the Effective Date, there shall be any
change in the Common Stock or other change in the capitalization of the Company
other than through a stock dividend, stock split-up or combination of Shares,
including, but not limited to, a change which results from a merger,
consolidation, spin-off, or other distribution of stock or property of the
Company, any reorganization (whether or not such reorganization is within the
meaning of Section 368 of the Code), or any partial or complete liquidation of
the Company, then if, and only if, the Committee shall determine that such
change equitably requires an adjustment in (a) the number or kind of shares of
stock then reserved for issuance under Section 3.1, (b) the number or kind of
shares of stock then subject to an Option, (c) the Option Price with respect to
an Option, or (d) any other limitation on the Option which may be granted to
any participant, to the extent such adjustment does not cause any Option to
fail to satisfy the requirements for exemption from the limitations on
deductibility imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(c) of the Code if such Option would have satisfied such
requirements immediately prior to such adjustment and if such Option, if then
exercised, would, when added to the Optionee's estimated compensation from the
Company and all Subsidiaries for such year, exceed the deductibility limits of
Section 162(m) of the Code, such adjustment as the Committee shall determine is
equitable and as shall be approved by the Board shall be made and shall be
effective and binding for all purposes of such Option and the Plan.  If any
member of the Board shall, at the time of such approval, be an Optionee, he
shall not participate in action in connection with such adjustment.

 Section 4.  ADMINISTRATION OF THE PLAN.

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

 Section 4.2  MEMBERSHIP OF THE COMMITTEE.
<PAGE>

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

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

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

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

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

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

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

 Section 6.  AWARDING OF OPTIONS.

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

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

 Section 6.3  TERMS AND CONDITIONS OF THE OPTIONS.  In addition to any other
terms, conditions, and limitations specified in the Plan, each Option awarded
hereunder shall, as to each Optionee, satisfy the following requirements:

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

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

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

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

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

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

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

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

             (iv)  Other Termination.  If an Optionee incurs a Termination of
            Employment for any reason other than death, Disability, or
            Retirement, any Option held by such Optionee shall terminate.
<PAGE>

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

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

       (f) MINIMUM HOLDING PERIOD.  No Option may be exercised before the date
      which is six months after the later of (i) the date on which the Plan is
      approved by the shareholders of the Company, or (ii) the date on which
      such Option was awarded.

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

       (h) LIMITATION ON OPTION AWARDS.  No Optionee may be awarded Options
      under the Plan in any calendar year with respect to more than 5,000
      Shares.
<PAGE>

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

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

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

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

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

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

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

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

 Section 6.4  TRANSFERABILITY OF NON-QUALIFIED OPTIONS.  The Committee may, in
its discretion, under the terms of the Option Agreement with respect to, or at
any time on or after the date of the initial award of, a Non-Qualified Option,
permit transfer of such Non-Qualified Option by the Optionee to (a) the spouse,
children or grandchildren of the Optionee ("Immediate Family"), (b) a trust for
the exclusive benefit of the Optionee or the Optionee's Immediate Family, (c) a
partnership in which the Optionee or the Optionee's Immediate Family are the
only partners, or (d) to a former spouse of the Optionee pursuant to a domestic
relations order within the meaning of Rule 16a-12, as promulgated under Section
16 of the Exchange Act; provided, however, that (x) there may be no
consideration for any such transfer unless the payment of such consideration to
the Optionee is specifically authorized by the Committee, (y) the Option
Agreement, or any amendment thereof approved by the Committee, must expressly
provide for transferability of the Option evidenced in such agreement in a

manner consistent with this Section 6.4, and (z) once transferred pursuant to
the preceding provisions of this Section 6.4, no subsequent transfer of such
Options shall be permitted except a transfer by will or the laws of descent and
distribution.  In authorizing all or any portion of an Option to be
transferred, the Committee may impose any conditions on exercise, prescribe a
holding period for the Shares acquired upon such exercise, and/or impose any
other conditions or limitations it deems desirable or necessary in order to
carry out the purposes and requirements of the Plan.  Following transfer, the
terms and conditions of the Plan and the Option Agreement relating to such
Option shall continue to be applicable in all respects to the Optionee who made
such transfer and each transferred Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer as
if such Option had not been transferred, including, but not limited to, the
terms and conditions with respect to the lapse and termination of such Option.
For purposes of Section 7, the transferee of an Option, where applicable, shall
be deemed an "Optionee."  None of the Company, the Committee, or any Optionee
shall have any obligation to inform any transferee of the termination or lapse
of any Option for any reason.  Notwithstanding any other provision of the Plan,
following the termination of Employment of an Optionee, a transferred Non-
Qualified Option shall be exercisable by the transferee only to the extent, and
for the periods specified in Section 6.3(e) as if such Option had not been
transferred.
<PAGE>

 Section 6.5  TERMINATION OR LAPSE OF OPTIONS.  Each Option shall terminate or
lapse upon the first to occur of (a) the expiration date or any date as of
which the Option is deemed to be forfeited as set forth in the applicable
Option Agreement, (b) the applicable date set forth in Section 6.3(b), or (c)
the date which is the day next following the last day such Option could be

exercised under Section 6.3(e).

 Section 7.  EXERCISE AND PAYMENT OF OPTION PRICE.

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

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

 Section 7.3  TAX WITHHOLDING.  The delivery of Shares under the Plan is
subject to withholding of all applicable taxes, and the Committee may condition
the delivery of any Shares or other benefits on satisfaction of applicable
withholding obligations.  The Committee, in its discretion, and subject to such
requirements as the Committee may impose prior to the occurrence of such
withholding, may permit withholding obligations to be satisfied through cash
payment by the Optionee or other person exercising an Option, through the
surrender of Shares which the Optionee or other person already owns, or through
the surrender of Shares to which the Optionee or other person is otherwise
entitled under the Plan.

 Section 7.4  ISSUANCE OF SHARES.  No Shares shall be issued until full payment
therefor has been made.  An Optionee shall have all of the rights of a
shareholder of the Company holding the Common Stock that is subject to such
Option (including, if applicable, the right to vote the Shares and the right to
receive dividends), when the Optionee has given written notice of exercise, has
paid in full for such Shares and, if requested, has given the representation
described in Section 12.

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

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

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

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

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

       (e)  TERMS AND CONDITIONS OF DIRECTOR OF OPTIONS.  Except as expressly
      provided in this 8, any Non-Qualified Option granted hereunder shall be
      subject to the terms and conditions of the Plan as if the grant were made
      pursuant to Section 6 hereof.

 Section 9.  CHANGE IN CONTROL.

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

 Section 9.2  DEFINITION OF "CHANGE OF CONTROL."  For purposes of the Plan, a
"Change of Control" means the happening of any of the following events:

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

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

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

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

 Section 10.  AMENDMENT AND TERMINATION OF PLAN.

 Section 10.1  AMENDMENT OF PLAN.  The Board may amend the Plan from time to
time and at any time; provided, however, that (a) except as specifically
provide herein, no amendment shall, in the absence of written consent to the
change by an affected Optionee, adversely affect such Optionee's rights under
any Option which has been awarded prior to the amendment except to the extent
such amendment is, in the sole opinion of the Committee, required to comply
with any stock exchange rules, accounting rules, or laws applicable to the
Company or the Plan, (b) no amendment with respect to the maximum number of
Shares which may be issued pursuant to Options under the Plan or to any
individual in any calendar year made be made unless approved by a majority of
the Shares entitled to vote at a meeting of the shareholders if such amendment
would, in the absence of such approval and in the sole opinion of the
Committee, have an adverse effect on the Company under applicable tax or
securities laws or accounting rules, and (c) no amendment shall be made without
the approval of the Company's shareholders to the extent such approval is
required by applicable law or stock exchange rules.
<PAGE>

 Section 10.2.  TERMINATION OF PLAN.  The Plan shall terminate on the first to
occur of (a) the date on which all Shares authorized pursuant to Section 3.1
have been delivered pursuant to the exercise of Options and (b) the date
specified by the Board as the effective date of Plan termination; provided,
however, that the termination of the Plan shall not limit or otherwise affect
any Options outstanding on the date of termination.

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

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

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

 Section 14.  LIMITATION OF RIGHTS.

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

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

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

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

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

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

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

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