As Adopted
                                                              March 13, 1997

                             GIDDINGS & LEWIS, INC.
                        MANAGEMENT STOCK PURCHASE PROGRAM


   Section 1.     Purpose

             The Giddings & Lewis, Inc. Management Stock Purchase Program
   (the "Program") is intended to promote the best interests of Giddings &
   Lewis, Inc. (the "Company") and its shareholders by providing key
   employees of the Company and its Affiliates with an opportunity to acquire
   a, or increase their, proprietary interest in the Company.  It is intended
   that the Program will promote continuity of management and increased
   incentive and personal interest in the welfare of the Company by those key
   employees who are primarily responsible for shaping and carrying out the
   long-range plans of the Company and securing the Company's continued
   growth and financial success.  The Program is implemented pursuant to the
   Giddings & Lewis, Inc. 1993 Stock and Incentive Plan (the "1993 Plan"),
   which was previously approved by the Board of Directors and shareholders
   of the Company.

   Section 2.     Definitions

             Capitalized terms used in the Program and defined in the 1993
   Plan shall have the respective meanings set forth in the 1993 Plan, and
   for purposes of the Program the following terms shall have the respective
   meanings set forth below:

             (a)  "Bank" shall mean National Exchange Bank and Trust, Fond du
   Lac, Wisconsin, or another bank or financial institution selected by the
   Committee.

             (b)  "Cause" shall mean, with respect to a Participating Key
   Employee:  (i) engaging in intentional conduct not taken in good faith
   which has caused demonstrable and serious financial injury to the Company,
   as evidenced by a determination in a binding and final judgment, order or
   decree of a court or administrative agency of competent jurisdiction, in
   effect after exhaustion or lapse of all rights of appeal, in an action,
   suit or proceeding, whether civil, criminal, administrative or
   investigative; (ii) conviction of a felony (as evidenced by a binding and
   final judgment, order or decree of a court of competent jurisdiction, in
   effect after exhaustion of all rights of appeal) which substantially
   impairs the Participating Key Employee's ability to perform his duties or
   responsibilities; or (iii) continuing willful and unreasonable refusal by
   the Participating Key Employee to perform his duties or responsibilities
   (unless such duties or responsibilities have been significantly changed
   without the Participating Key Employee's consent).

             (c)  "Disability" shall mean the complete and permanent
   inability of a Participating Key Employee to perform all of his duties
   under the terms of his employment with the Company or any of its
   Affiliates, as determined by the Committee upon the basis of such
   evidence, including independent medical reports and data, as the Committee
   deems appropriate or necessary.

             (d)  "Exercise Date" shall mean the date the Participating Key
   Employee notifies the Company that he is exercising the Stock Option or a
   portion of the Stock Option.

             (e)  "Exercise Price" shall mean the aggregate exercise price
   paid to the Company for the Purchased Shares by the Participating Key
   Employee upon exercise of the Stock Option or a portion of the Stock
   Option.

             (f)  "Gain" shall mean the amount, if any, by which the value of
   the aggregate consideration received upon sale of the Purchased Shares
   (without deducting any discounts or commissions associated with such sale)
   exceeds the Exercise Price of the Purchased Shares being sold.

             (g)  "Interest" shall mean the interest that accrues from time
   to time on the unpaid outstanding principal amount of a Note, including
   any late charges or penalties that may arise in connection with such
   interest.

             (h)  "Loss" shall mean the amount, if any, by which the Exercise
   Price of the Purchased Shares being sold exceeds the value of the
   aggregate consideration received upon sale of the Purchased Shares being
   sold (without deducting any discounts or commission associated with such
   sale).

             (i)  "Note" shall mean the promissory note made by a
   Participating Key Employee to the Bank to finance his payment of the
   Exercise Price.

             (j)  "Purchased Shares" shall mean the Shares underlying the
   Stock Option or that portion of the Stock Option being exercised by the
   Participating Key Employee.

             (k)  "Stock Option" shall mean options to purchase up to a
   specified number of Shares pursuant to the 1993 Plan granted to a
   Participating Key Employee by the Committee in connection with the
   Program.

   Section 3.     Eligibility

             To be eligible to participate in the Program, the Key Employee
   must have been granted a Stock Option by the Committee.

   Section 4.     Participation

             To become a Participating Key Employee under the Program, a Key
   Employee eligible to participate in the Program must meet the following
   requirements within three business days of the grant of the Stock Option:

             (a)  Submit a completed, signed and irrevocable agreement to
        exercise all or a portion of the Stock Option, subject to the terms
        and conditions of the 1993 Plan and the applicable stock option award
        agreement;

             (b)  Complete and sign all necessary agreements and other
        documents relating to the loan described in Section 6 below; and

             (c)  Satisfy all other conditions of participation specified in
        the Program.

   The agreements and other documents specified in subsections 4(a), (b) and
   (c) must be in such forms and must be submitted at such times and to such
   Company officers as specified by the Committee or its designee(s).  No Key
   Employee is required to participate in the Program.

   Section 5.     Payment of Exercise Price

             Each Participant must deliver in cash 100% of the Exercise Price
   within five business days after the Exercise Date.  The Purchased Shares
   will not be issued to the Participant until the Company has received such
   payment.  The payment must be made at the time and place and in the manner
   specified by the Committee or its designee(s).

   Section 6.     Financing

             The Company has made arrangements with the Bank to provide a
   loan to each Participating Key Employee in an amount equal to the Exercise
   Price payable by such Participating Key Employee.  Such loan shall be
   evidenced by a Note, in such form as may be required by the Bank, which
   Note will have an initial term of five years, and automatically extend for
   an additional five-year term if the Participating Key Employee is an
   employee of the Company or an Affiliate of the Company at the expiration
   of the initial term.  Interest on the Note will be payable quarterly in
   arrears.  Each Participating Key Employee will be required to sign a
   letter of direction which directs all loan proceeds to be paid directly to
   the Company in payment of the Exercise Price.  Each Participating Key
   Employee is responsible for satisfying all of the lending requirements
   specified by the Bank to qualify for the loan.  Each Participating Key
   Employee will be fully obligated to repay to the Bank all principal,
   Interest and any other obligations relating to the Note when due and
   payable.  The Company will guarantee the repayment to the Bank of 100% of
   all principal and Interest on the Note as provided in Section 15 hereof.

   Section 7.     Payment of Interest on Note

             At the end of each calendar quarter the Company shall pay
   directly to the Bank on behalf of the Participating Key Employee the
   amount, if any, by which the Interest payable on the Note for such quarter
   exceeds the amount of cash dividends paid to the Participating Key
   Employee with respect to the Purchased Shares during such quarter. 
   Interest payments made by the Company shall accrue for all purposes to the
   benefit of the Participating Key Employee.

   Section 8.     Registration of Shares

             The Purchased Shares will be registered in the name of the
   Participating Key Employee and certificated.  Each certificate will bear a
   legend referring to the Program and the agreements between the
   Participating Key Employee and the Company relating to the Purchased
   Shares.  The certificates for the Purchased Shares will be held by the
   Company until all restrictions on the Purchased Shares have lapsed.  Each
   Participating Key Employee must deliver to the Company a stock power
   endorsed in blank with respect to the Purchased Shares.  The Purchased
   Shares will be subject to the transfer restrictions set forth in Section
   10 hereof.

   Section 9.     Shareholder Rights

             During the period in which the Purchased Shares are subject to
   restrictions on transfer, each Participating Key Employee will have all
   rights of a shareholder (subject to such transfer restrictions) with
   respect to the Purchased Shares, including the right to vote the shares
   and the right to receive all dividends paid on the shares.  To the extent
   required by the Note and other loan agreements and documents identified in
   subsection 4(b), the Company will be irrevocably directed to deliver all
   such dividends directly to the Bank for payment of Interest.  Any
   dividends in excess of required Interest payments will be deposited in the
   Participating Key Employee's account at the Bank.

   Section 10.    Transfer of Purchased Shares

             A Participating Key Employee may not sell, donate, gift, assign
   or otherwise transfer (collectively, "Transfer") any Purchased Shares
   except as provided in this Section 10.  Each Participating Key Employee is
   permitted to Transfer all or any portion of the Purchased Shares, subject
   to the following restrictions:

             (a)  No Participating Key Employee may Transfer any portion of
        the Purchased Shares unless all principal, Interest and any other
        obligations due on the Note have previously been paid or all proceeds
        of a Transfer effected by means of a sale are simultaneously applied
        first to the payment of all such principal, Interest and other
        obligations; and

             (b)  The Committee has the right to impose such restrictions as
        may be required to comply with applicable federal and state
        securities laws on the timing, amount and form of any Transfer of the
        Purchased Shares by a Participating Key Employee.  Each Participating
        Key Employee must notify the Company of his intention to Transfer the
        Purchased Shares and the proposed terms of such Transfer before such
        a Transfer is implemented.  In connection with any proposed Transfer,
        (i) the Company may elect to allow the Participating Key Employee to
        effect the Transfer, including, without limitation, by means of a
        sale of the Purchased Shares in the open market, (ii) the Company may
        repurchase the Purchased Shares, or (iii) the Company may take other
        actions as it deems appropriate.  If the Company repurchases the
        Purchased Shares, the repurchase price will be the average of the
        high and low sale prices of a Share on The Nasdaq National Market (or
        such other market or exchange on which the Shares are then traded) on
        the day the Company is notified of the intention to Transfer.

   Section 11.    Benefit and Risk Sharing

             Subject to the terms of the Program, the following benefit and
   risk sharing provisions shall be in effect as specified below.

             (a)  Within Three Years of Exercise Date.  If the Participating
        Key Employee sells all or any portion of the Purchased Shares within
        three years of the Exercise Date, the Participating Key Employee (i)
        is responsible for 100% of any Loss on such sale and (ii) is entitled
        to receive 50% of any Gain on such sale.

             (b)  After Three Years from Exercise Date.  Unless and until all
        of the outstanding principal, Interest and any other obligations
        relating to the Note are paid in full, if the Participating Key
        Employee sells all or any portion of the Purchased Shares more than
        three years after the Exercise Date, the Participating Key Employee
        (i) is responsible for 50% of any Loss on such sale and (ii) is
        entitled to 100% of any Gain on such sale.

   Section 12.    Acceleration of Loan in Certain Cases

             If a Participating Key Employee's employment with the Company
   and all its Affiliates terminates due to death, Disability, voluntary
   resignation or retirement or is terminated for Cause, the Note provided
   for in Section 6 shall immediately accelerate and become due and payable,
   and the Company's payment of Interest on the Note provided for in Section
   7 shall immediately cease.  In the event of all other terminations of
   employment, the loan shall continue pursuant to its terms and the other
   terms of the Program shall remain in full force and effect.

   Section 13.    Benefit and Risk Sharing in the Event of Termination Due to
                  Death or Disability or For Cause

             (a)  With respect to the Purchased Shares sold after a
   Participating Key Employee's death or Disability and while his Note under
   Section 6 remains unpaid, the Participating Key Employee is not
   responsible for any Loss but is entitled to receive 100% of any Gain. 
   This subsection 13(a) has no effect on a deceased or disabled
   Participating Key Employee's sale of Purchased Shares before death or
   Disability or after all of the principal, Interest and any other
   obligations under the Participating Key Employee's Note have been repaid.

             (b)  With respect to Purchased Shares sold after a Participating
   Key Employee's termination for Cause and (i) while his Note under
   Section 6 remains unpaid or (ii) in the event such repayment occurred
   within three years of the Exercise Date, the benefit sharing provisions of
   Section 11(a) shall continue in effect, but the risk sharing provisions of
   Section 11(b) shall not apply to such sale.  This subsection 13(b) has no
   effect (i) on the sale of Purchased Shares by a Participating Key Employee
   before his termination for Cause or (ii) after the principal, Interest and
   any other obligations under the Participating Key Employee's Note have
   been repaid unless such repayment occurs within three years of the
   Exercise Date in which case the benefit sharing provisions of Section
   11(a) shall apply.

   Section 14.    Implementation of Sharing Arrangement

             If a Participating Key Employee sells any portion of the
   Purchased Shares at a Loss while his Note under Section 6 is outstanding,
   and if the Participating Key Employee is responsible for less than 100% of
   that Loss under the provisions of the Program, the Company will assume the
   portion of the Loss for which such Participating Key Employee is not
   responsible.  The Company will assume its portion of the Loss by
   delivering cash equal to such portion directly to the Participating Key
   Employee simultaneously with the repayment of such Participating Key
   Employee's Note under Section 6.  Additionally, the Company will pay cash
   equal to 45% of such portion directly to the Participating Key Employee at
   the same time in order to partially mitigate the tax consequences to the
   Key Participating Employee of the payment made by the Company with respect
   to the Loss.  If a Participating Key Employee sells any portion of the
   Purchased Shares at a Gain, and if the Participating Key Employee is
   required to repay to the Company a portion of such Gain, the Participating
   Key Employee shall do so by delivering cash equal to such portion to the
   Company immediately upon receipt of the sale proceeds.

   Section 15.    Loan Guarantee

             The Company will guarantee repayment to the Bank of 100% of all
   principal and Interest of each Participating Key Employee under the Note
   provided for in Section 6.  The Company's loan guarantee is a condition to
   the loan arrangement the Company has made with the Bank.  The terms and
   conditions of the guarantee are as agreed by the Company and the Bank. 
   Each Participating Key Employee is fully obligated to repay to the Bank
   all principal, Interest, and any other amounts on the Note when due and
   payable.  The Company may take any action relating to the Participating
   Key Employee and his assets, which the Committee deems reasonable and
   necessary, to obtain full reimbursement for amounts the Company pays to
   the Bank under its guarantee related to the Note in excess of any amount
   the Company is obligated to pay pursuant to Section 14.

   Section 16.  General Provisions

             (a)  Rights and Status of Participants.  Participating in the
   Program as a Participating Key Employee shall not be construed as giving
   such Participating Key Employee the right to be retained in the employ of
   the Company or any Affiliate.  Further, the Company or any Affiliate may
   at any time dismiss a Participating Key Employee from employment, free
   from liability, or any claim under the Program, except as otherwise
   expressly provided in the Program or in any Award Agreement.  Except for
   rights accorded under the Program and under any applicable Award
   Agreement, Participating Key Employees shall have no rights except as
   owners of the Purchased Shares.

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

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

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

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

             (f)  Effect of Plan.  The operation of the Program is subject to
   the provisions of the 1993 Plan.

             (g)  Amendment.  The Committee may amend the Program at any
   time; provided, however, that any such amendment that materially reduces
   or changes the rights or benefits of a Participating Key Employee shall
   not be effective with respect to such Participating Key Employee without
   his written consent.