Exhibit 10.5 



BANDAG, INCORPORATED 
2004 STOCK GRANT AND
AWARDS PLAN 
(As Amended and
Restated Effective February 18, 2005) 



        1.     Purposes,
History and Effective Date. 




        (a)     Purpose.
The Bandag, Incorporated 2004 Stock Grant and Awards Plan has           two complementary
purposes: (i) to attract and retain outstanding           individuals to serve as
officers, directors and employees and (ii) to           increase shareholder value.
The Plan will provide participants incentives to           increase shareholder value by
offering the opportunity to acquire shares of the           Company’s Class A common
stock, receive monetary payments based on the           value of such common stock, or
receive other incentive compensation, on the           potentially favorable terms that
this Plan provides.  




        (b)     History.
Prior to the effective date of this Plan, the Company had in           effect the 1999
Plan, which was originally effective February 8, 1999. Upon           shareholder
approval of this Plan, the 1999 Plan will terminate and no new           awards will be
granted under the 1999 Plan (except for the possible grant of           awards of
restricted stock in February 2005 to participants in the           Company’s annual
award plan), although awards granted under such plan and           still outstanding will
continue to be subject to all terms and conditions of           such plan.  




        (c)     Effective
Date. This Plan will become effective, and Awards may be           granted under this
Plan, on and after the Effective Date. This Plan will           terminate as provided in
Section 15.  




        2.     Definitions.
Capitalized terms used in this Plan have the following           meanings:  




        (a)     “1999
Plan” means the Bandag, Incorporated Stock Award Plan, as           amended.  




        (b)     “Affiliate” has
the meaning ascribed to such term in Rule 12b-2           promulgated under the Exchange
Act or any successor rule or regulation thereto.  




        (c)     “Award” means
a grant of Options, Stock Appreciation Rights,           Performance Shares, Performance
Units, Restricted Stock, Restricted Stock Units,           Dividend Equivalent Units or
an Incentive Award.  




        (d)     “Award
Agreement” means any written agreement, contract, or other           instrument or
document evidencing the grant of an Award in such form as the           Committee
determines.  




        (e)     “Board” means
the Board of Directors of the Company.  




        (f)     “Change
of Control” means the occurrence of any one of the following           events:  




	 	        (i)              the
consummation of a transaction that results in a sale, exchange, transfer, or
          other disposition of all, or substantially all, of the assets of the Company;
or  







	 	        (ii)              the
consummation of a transaction that results in the merger or consolidation of
          the Company with or into any other corporation under circumstances where the
          shareholders of the Company immediately prior to such merger or consolidation,
          will own, directly or indirectly, after such merger or consolidation,
securities           representing less than a majority of the voting control of the
corporation           surviving any such merger or consolidation.  
















        (g)               “Change
of Control Price” means the highest Fair Market Value price           per Share
during the sixty (60)-day period preceding the date of a Change of           Control.  




        (h)               “Code” means
the Internal Revenue Code of 1986, as amended. Any           reference to a specific
provision of the Code includes any successor provision           and the regulations
promulgated under such provision.  




        (i)               “Committee” means
the Management Continuity and Compensation Committee           of the Board (or a
successor committee with the same or similar authority),           except that with
respect to any Awards to non-employee directors,           “Committee” means
the Nominating and Corporate Governance Committee.  




        (j)               “Company” means
Bandag, Incorporated, an Iowa corporation and any           successor thereto.  




        (k)               “Director” means
a member of the Board, and “Non-Employee           Director” means a Director
who is not also an employee of the Company or           its Subsidiaries.  




        (l)               “Disability” has
the meaning ascribed to such term in the           Company’s or Subsidiary’s
long-term disability plan applicable to a           Participant, or if no such plan
exists as determined by the Committee.  




        (m)               “Disinterested
Persons” means the non-employee directors of the           Company within the
meaning of Rule 16b-3 as promulgated under the Exchange Act.  




        (n)               “Dividend
Equivalent Unit” means the right to receive a payment equal           to the cash
dividends paid with respect to a Share.  




        (o)               “Effective
Date” means the date the Board approves this Plan; provided           that the
effectiveness of any Awards granted prior to shareholder approval of           the Plan
shall be contingent on such approval.  




        (p)               “Exchange
Act” means the Securities Exchange Act of 1934, as amended.           Any reference
to a specific provision of the Exchange Act includes any successor           provision
and the regulations and rules promulgated under such provision.  




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        (q)               “Fair
Market Value” with respect to a Share on a particular date means           (i) if
the Stock is listed for trading on the New York Stock Exchange, the           average of
the high and low reported sales prices as reported in The Wall Street           Journal,
or if no sales of Stock occur on the date in question, on the last           preceding
date on which there was a sale on such exchange; or (ii) if the Stock           is not
listed or admitted to trading on the New York Stock Exchange, the average           of
the high and low reported sales prices on the principal national securities
          exchange on which the Stock is listed or admitted to trading, or if no sales of
          Stock occur on the date in question, on the last preceding date on which there
          was a sale on such exchange; or (iii) if the Stock is not listed or admitted to
          trading on any national securities exchange, the average of the highest and
          lowest quoted sale price, or if no sales of Stock occur on the date in
question,           on the last preceding date on which there was a sale; or (iv) if not
so quoted,           the average of the high bid and low asked prices in the
over-the-counter market,           as reported by the National Association of Securities
Dealers, Inc. Automated           Quotations System (“NASDAQ”) or such other
system then in use, or if           no sales of Stock occur on the date in question, on
the last preceding date on           which there was a sale; or (v) if on any such date
the Stock is not quoted by           any such organization, the average of the high bid
and low asked prices as           furnished by a professional market maker making a
market in the Stock selected           by the Board for the date in question; or (vi) if
on any such date no market           maker is making a market in the Stock, the price as
determined in good faith by           the Committee.  




        (r)               “Incentive
Award” means the right to receive a payment to the extent           Performance
Goals are achieved and shall include “Annual Incentive           Awards” as
described in Section 12 and “Long-Term Incentive           Awards” as described
in Section 13.  




        (s)               “Option” means
the right to purchase Shares at a specified price for a           specified period of
time.  




        (t)               “Participant” means
an individual selected by the Committee to receive           an Award, and includes any
individual who holds an Award after the death of the           original recipient,
provided that incentive stock options may only be issued to           employees of the
Company and its subsidiaries, as defined in Section 424(f) of           the Code.  




        (u)               “Performance
Goals” means any goals the Committee establishes that           relate to one or
more of the following for such period as the Committee           specifies:  




	 	        (i)               Any
of the following as determined for the Company on a consolidated basis, for           any
one or more Affiliates or divisions of the Company and/or for any other
          business unit or units of the Company, as determined by the Committee at the
          time an Award is made:  







	 	(1)	Net
Income before or after taxes;  






	 	(2)	Return
measures, including but not limited to return on assets, equity, or           sales;  






	 	(3)	Cash
flow return on investments, which equals net cash flows divided by owners
          equity;  






	 	(4)	Earnings
before or after taxes;  






	 	(5)	Gross
revenues;  






	 	(6)	Share
price, including but not limited to growth measures and total shareholder
          return;  






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	 	(7)	Economic
profit, defined as, but not limited to, after tax operating profit less           the
cost of capital; and  






	 	(8)	Customer
satisfaction results.  






	 	        (ii)               Basic
earnings per Share for the Company on a consolidated basis.  







	 	        (iii)               Diluted
earnings per Share for the Company on a consolidated basis.  







As to each Performance Goal, the
relevant measurement of performance shall be computed in accordance with generally
accepted accounting principles, but, unless otherwise determined by the Committee at the
time the Award is made, will exclude the effects of (i) extraordinary, unusual,
transition, one-time and/or non-recurring items of gain or loss, (ii) gains or losses on
the disposition of a business or arising from the sale of assets outside the ordinary
course of business, (iii) changes in tax or accounting regulations or laws, (iv) a merger
or acquisition, or (v) repurchases of Company stock, that in each case the Company
identifies in its audited financial statements, including footnotes, or the
Management’s Discussion and Analysis section of the Company’s annual report. In
the case of Awards that the Committee determines will not be considered
“performance-based compensation” under Code Section 162(m), the Committee
may establish other Performance Goals not listed in this Plan. 



        (v)               “Performance
Shares” means the right to receive Shares to the extent           Performance Goals
are achieved.  




        (w)               “Performance
Units” means the right to receive a payment valued in           relation to a unit
that has a designated dollar value or the value of which is           equal to the Fair
Market Value of one or more Shares, to the extent Performance           Goals are
achieved.  




        (x)               “Person” has
the meaning given in Section 3(a)(9) of the Exchange Act,           as modified and used
in Sections 13(d) and 14(d) thereof.  




        (y)               “Plan” means
this Bandag, Incorporated 2004 Stock Grant and Awards           Plan, as may be amended
from time to time.  




        (z)               “Restricted
Stock” means Shares that are subject to a risk of           forfeiture and/or
restrictions on transfer, which may lapse upon the achievement           or partial
achievement of Performance Goals and/or upon the completion of a           period of
service.  




        (aa)               “Restricted
Stock Unit” means the right to receive a payment valued in           relation to a
unit that has a value equal to the Fair Market Value of a Share,           which right
may vest upon the achievement or partial achievement of Performance           Goals
and/or upon the completion of a period of service.  




        (bb)               “Retirement” means
termination of employment from the Company and its           Affiliates on or after age
sixty (60) with ten or more years of service for           vesting purposes as determined
under any qualified retirement plan of the           Company.  




     	(cc)	
          “Rule 16b-3” means Rule 16b-3 as promulgated by the United States
          Securities and Exchange Commission under the Exchange Act. 


          




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        (dd)               “Section 16
Participants” means Participants who are subject to           the provisions of
Section 16 of the Exchange Act.  




        (ee)              “Share” means
a share of Stock.  




        (ff)               “Stock” means
the Class A Common Stock of the Company.  




        (gg)               “Stock
Appreciation Right” or “SAR” means the right of a           Participant to
receive a payment equal to the appreciation of the Fair Market           Value of a Share
during a specified period of time.  




        (hh)               “Subsidiary” means
any corporation (other than the Company) in an           unbroken chain of corporations
beginning with the Company if each such           corporation owns stock possessing fifty
percent (50%) or more of the total           combined voting power in one of the other
corporations in the chain.  




        3.     Administration.
In addition to the authority specifically granted to the           Committee in this
Plan, the Committee has full discretionary authority to           administer this Plan,
including but not limited to the authority to           (i) interpret the provisions
of this Plan, (ii) prescribe, amend and           rescind rules and regulations
relating to this Plan, (iii) correct any           defect, supply any omission, or
reconcile any inconsistency in any Award or           Agreement in the manner and to the
extent it deems desirable to carry this Plan           into effect and (iv) make all
other determinations necessary or advisable           for the administration of this
Plan.  




        4.     Eligibility.
The Committee may designate any of the following as a           Participant from time to
time: any officer or other employee of the Company or           its Affiliates, an
individual that the Company or an Affiliate has engaged to           become an officer or
employee, or a Non-Employee Director. The Committee’s           designation of a
Participant in any year will not require the Committee to           designate such person
to receive an Award in any other year.  




        5.     Types
of Awards. Subject to the terms of this Plan, the Committee may           grant any
type of Award to any Participant it selects, but only employees of the           Company
or a Subsidiary may receive grants of incentive stock options. Awards           may be
granted alone or in addition to, in tandem with, or in substitution for           any
other Award (or any other award granted under another plan of the Company or
          any Affiliate of the Company). All Awards granted under the Plan shall be
          evidenced by an Award Agreement.  




        6.     Shares
Reserved under this Plan. 




        (a)     Plan
Reserve. Subject to adjustment as provided in Section 17, an           aggregate of
2,000,000 Shares are reserved for issuance under this Plan. The           number of
Shares reserved for issuance under this Plan shall be reduced only by           the
number of Shares delivered in payment or settlement of Awards.           Notwithstanding
the foregoing, the Company may grant incentive stock options for           no more than
100,000 shares and may issue no more than 750,000 Shares as           Restricted Stock.  




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        (b)     Replenishment
of Shares Under this Plan. If an Award lapses, expires,           terminates or is
cancelled without the issuance of Shares under the Award, or if           Shares are
forfeited under an Award, then the Shares subject to such Award may           again be
used for new Awards under this Plan under Section 6(a), including           issuance as
incentive stock options. If Shares are issued under any Award and           the Company
subsequently reacquires them pursuant to rights reserved upon the           issuance of
the Shares, or if previously owned Shares are delivered to the           Company in
payment of the exercise price of an Award, then such Shares may again           be used
for new Awards under this Plan under Section 6(a), but such Shares may           not be
issued pursuant to incentive stock options.  




        (c)     Participant
Limitations. Subject to adjustment as provided in           Section 17, no
Participant may be granted Awards that could result in such           Participant:  




	 	        (i)               receiving
in any calendar year Options for, and/or Stock Appreciation Rights           with respect
to, more than 135,000 Shares;  







	 	        (ii)               receiving
in any calendar year Awards of Restricted Stock and/or Restricted           Stock Units
relating to more than 100,000 Shares;  







	 	        (iii)               receiving
in any calendar year Awards of Performance Shares, and/or Awards of           Performance
Units the value of which is based on the Fair Market Value of           Shares, for more
than 100,000 Shares;  







	 	        (iv)               receiving
in any calendar year Awards of Performance Units which are not based           on the
Fair Market Value of Shares which could result in a payment of more than
          $2,000,000;  







	 	        (v)               receiving
an Annual Incentive Award in respect of any single fiscal year of the           Company
of more than $1,000,000; or  







	 	        (vi)               receiving
a Long-Term Incentive Award of more than $2,000,000 in respect of any           period of
three consecutive fiscal years of the Company.  







In all cases, determinations under
this Section 6(c) should be made in a manner that is consistent with the exemption
for performance-based compensation that Code Section 162(m) provides. 



        7.     Options.
Subject to the terms of this Plan, the Committee will determine           all terms and
conditions of each Option, including but not limited to:  




        (a)               Whether
the Option is an “incentive stock option” which meets the
          requirements of Code Section 422, or a “nonqualified stock
          option” which does not meet the requirements of Code Section 422;
          provided that in the case of an incentive stock option, if the aggregate Fair
          Market Value (determined at the time of grant) of the Shares with respect to
          which all “incentive stock options” (within the meaning of Code
          Section 422) are first exercisable by the Participant during any calendar year
          (under this Plan and under all other incentive stock option plans of the
Company           or any Affiliate that is required to be included under Code Section
422) exceeds           $100,000, such Option automatically shall be treated as a
nonqualified stock           option to the extent this limit is exceeded.  





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        (b)               The
number of Shares subject to the Option.  




        (c)               The
exercise price, which may not be less than the Fair Market Value of the           Shares
subject to the Option as determined on the date of grant; provided that           (i) no
incentive stock option shall be granted to any employee who, at the time           the
Option is granted, owns (directly or indirectly, within the meaning of Code
          Section 424(d)) more than 10% of the total combined voting power of all classes
          of stock of the Company or of any Subsidiary unless the exercise price is at
          least 110% of the Fair Market Value of a Share on the date of grant; and (ii)
          the exercise price may vary during the term of the Option if the Committee
          determines that there should be adjustments to the exercise price relating to
          achievement of Performance Goals and/or to changes in an index or indices that
          the Committee determines is appropriate (but in no event may the exercise price
          be less than the Fair Market Value of the Shares subject to the Option as
          determined on the date of grant).  




        (d)               The
terms, conditions and manner of exercise, which may include a requirement           that
exercise of the Option is conditioned upon achievement of one or more
          Performance Goals; provided that, unless the Committee provides otherwise in an
          Award Agreement:  




	 	        (i)               An
Option, or portion thereof, shall be exercised by delivery of a written           notice
of exercise to the Company (or its designee) and payment of the full           price of
the Shares being purchased pursuant to the Option and any withholding           taxes due
thereon.  







	 	        (ii)               A
Participant may exercise an Option with respect to less than the full number           of
Shares for which the Option may then be exercised, but a Participant must
          exercise the Option in full Shares.  







	 	        (iii)               The
exercise price may be paid: in United States dollars in cash or by check,           bank
draft or money order payable to the order of the Company; through the           delivery
of Shares with an aggregate Fair Market Value on the date of exercise           equal to
the exercise price; or by any combination of the above methods of           payment. The
Committee shall determine acceptable methods for tendering Shares           as payment
upon exercise of an Option and may impose such limitations and           prohibitions on
the use of Shares to exercise an Option as it deems appropriate,           including,
without, limitation, any limitation or prohibition designed to avoid           certain
accounting consequences that may result from the use of Shares as           payment upon
exercise of an Option.  







        (e)               The
termination date, except that each Option must terminate no later than ten           (10) years
after the date of grant, and each incentive stock option granted           to any
employee who, at the time the Option is granted, owns (directly or           indirectly,
within the meaning of Code Section 424(d)) more than 10% of the           total combined
voting power of all classes of stock of the Company or of any           Subsidiary must
terminate no later than five (5) years after the date of grant.  




        (f)               The
exercise period following a Participant’s termination of employment or
          service, provided that:  




	 	        (i)               Unless
the Committee provides otherwise, if a Participant shall cease to be           employed
by, or provide services to, the Company or any of its Affiliates other           than by
reason of Retirement, Disability, or death, (A) the portion of the           Option that
is not vested shall terminate on the date of such cessation of           employment or
service and (B) the Participant shall have a period ending on the           earlier of
the Option’s termination date or 90 days from the date of           cessation of
employment or service to exercise the vested portion of the Option           to the
extent not previously exercised. At the end of such period, the Option           shall
terminate.  








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	 	        (ii)               Unless
the Committee provides otherwise, if a Participant shall cease to be           employed
by, or provide services to, the Company or any of its Affiliates by           reason of
Retirement or Disability, the Option shall remain exercisable, to the           extent it
was exercisable at the time of cessation of employment or service,           until the
earliest of: (A) the Option’s termination date; (B) the death of           the
Participant, or such later date not more than one year after the death of           the
Participant as the Committee, in its discretion, may provide; (C) the third
          anniversary of the date of the cessation of the Participant’s employment
or           service, if employment or service ceased by reason of Retirement; or (D) the
          first anniversary of the date of the cessation of the Participant’s
          employment or service by reason of Disability. At the end of such period, the
          Option shall terminate.  







	 	        (iii)               Unless
the Committee provides otherwise, in the event of the death of the           Participant
while employed by, or in the service of, the Company or any of its           Affiliates,
the Option may be exercised at any time prior to the earlier of the           Option’s
termination date or the first anniversary of the date of the           Participant’s
death to the extent that the Participant was entitled to           exercise such Option
on the Participant’s date of death. In the event of           the death of the
Participant while entitled to exercise an Option pursuant to           Section 7(f)(ii),
the Committee, in its discretion, may permit such Option to be           exercised prior
to the Option’s termination date during a period of up to           one year from
the death of the Participant, as determined by the Committee to           the extent that
the Option was exercisable at the time of cessation of the           Participant’s
employment or service.  







Any Participant who disposes of
Shares acquired upon the exercise of an incentive stock option either (a) within two years
after the date of the grant of such Option or (b) within one year after the transfer of
such Shares to the Participant, shall notify the Company of such disposition and of the
amount realized upon such disposition. 



In all other respects, the terms of
any incentive stock option must comply with the provisions of Code Section 422. 



        8.     Stock
Appreciation Rights. Subject to the terms of this Plan, the           Committee will
determine all terms and conditions of each SAR, including but not           limited to:  




        (a)               Whether
the SAR is granted independently of an Option or relates to an Option;           provided
that if an SAR is granted in relation to an Option, then unless           otherwise
determined by the Committee, the SAR shall be exercisable or shall           mature at
the same time or times, on the same conditions and to the extent and           in the
proportion, that the related Option is exercisable and may be exercised           or
mature for all or part of the Shares subject to the related Option. Upon
          exercise of any number of SARs, the number of Shares subject to the related
          Option shall be reduced accordingly and such Option may not be exercised with
          respect to that number of Shares. The exercise of any number of Options that
          relate to an SAR shall likewise result in an equivalent reduction in the number
          of Shares covered by the related SAR.  





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        (b)               The
number of Shares to which the SAR relates.  




        (c)               The
grant price, provided that the grant price shall not be less than the Fair
          Market Value of the Shares subject to the SAR as determined on the date of
          grant.  




        (d)               The
terms and conditions of exercise or maturity.  




        (e)               The
term, provided that an SAR must terminate no later than 10 years after the           date
of grant.  




        (f)               Whether
the SAR will be settled in cash, Shares or a combination of cash and           Shares.  




        9.     Performance
Awards. Subject to the terms of this Plan, the Committee will           determine all
terms and conditions of each award of Performance Shares or           Performance Units,
including but not limited to:  




        (a)               The
number of Shares and/or units to which such Award relates.  




        (b)               One
or more Performance Goals that must be achieved during such period as the
          Committee specifies in order for the Participant to realize the benefit of such
          Award.  




        (c)               Whether
all or a portion of the Performance Goals subject to an Award are deemed
          achieved upon a Participant’s death, Disability or Retirement.  




        (d)               With
respect to Performance Units, whether to measure the value of each unit in
          relation to a designated dollar value or the Fair Market Value of one or more
          Shares.  




        (e)               With
respect to Performance Units, whether to settle such Award in cash, Shares,           or
a combination of cash and Shares.  




        10.     Restricted
Stock and Restricted Stock Unit Awards. Subject to the terms           of this Plan,
the Committee will determine all terms and conditions of each           award of
Restricted Stock or Restricted Stock Units, including but not limited           to:  




        (a)               The
number of Shares and/or units to which such Award relates.  




        (b)               The
period of time, if any, over which the restrictions imposed on the Award           will
lapse, and whether, as a condition for the Participant to realize all or a
          portion of the benefit provided under the Award, one or more Performance Goals
          must be achieved during such period, if any, as the Committee specifies;
          provided that, subject to the provisions of Section 10(c), if an Award requires
          the achievement of Performance Goals, then the period to which such Performance
          Goals relate must be at least one year in length, and if an Award is not
subject           to Performance Goals, then the Award must have a restriction period of
at least           three years.  



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        (c)               Whether
all or any portion of the restrictions imposed on the Award are           accelerated
upon a Participant’s death, Disability or Retirement.  




        (d)               With
respect to Restricted Stock Units, whether to settle such Awards in cash,
          Shares, or a combination of cash and Shares.  




        (e)               With
respect to Restricted Stock, the manner of registration of certificates for
          such Shares, and whether to hold such Shares in escrow pending lapse of the
          restrictions or to issue such Shares with an appropriate legend referring to
          such restrictions.  




        (f)               Whether
dividends paid with respect to an Award of Restricted Stock will be           immediately
paid or held in escrow or otherwise deferred and whether such           dividends shall
be subject to the same terms and conditions as the Award to           which they relate.  




        11.     Dividend
Equivalent Units. Subject to the terms and conditions of this           Plan, the
Committee will determine all terms and conditions of each award of           Dividend
Equivalent Units, including but not limited to whether such Award will           be
granted in tandem with another Award, and the form, timing and conditions of
          payment.  




        12.     Annual
Incentive Awards.Subject to the terms of this Plan, the           Committee
will determine all terms and conditions of an Annual Incentive Award,           including
but not limited to the Performance Goals, performance period, the           potential
amount payable, whether payment is to be made in cash, Shares or a           combination
thereof, and the timing of payment, subject to the following: (a)           the Committee
must require that payment of all or any portion of the amount           subject to the
Annual Incentive Award is contingent on the achievement or           partial achievement
of one or more Performance Goals during the period the           Committee specifies,
although the Committee may specify that all or a portion of           the Performance
Goals subject to an Award are deemed achieved upon a           Participant’s death,
Disability or Retirement; and (b) the performance           period must relate to a
period of at least one fiscal year of the Company except           that, if the Award is
made at the time of commencement of employment with the           Company or on the
occasion of a promotion, then the Award may relate to a period           shorter than one
fiscal year.  




        13.     Long-Term
Incentive Awards. Subject to the terms of this Plan, the           Committee will
determine all terms and conditions of a Long-Term Incentive           Award, including
but not limited to the Performance Goals, performance period,           the potential
amount payable, whether payment is to be made in cash, Shares or a           combination
thereof, and the timing of payment, subject to the following: (a)           the Committee
must require that payment of all or any portion of the amount           subject to the
Long-Term Incentive Award is contingent on the achievement or           partial
achievement of one or more Performance Goals during the period the           Committee
specifies, although the Committee may specify that all or a portion of           the
Performance Goals subject to an Award are deemed achieved upon a           Participant’s
death, Disability or Retirement; and (b) the performance           period must relate to
a period of more than one fiscal year of the Company           except that, if the Award
is made at the time of commencement of employment with           the Company or on the
occasion of a promotion, then the Award may relate to a           shorter period.  




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        14.     Transferability.
Awards are not transferable other than by will or           the laws of descent and
distribution, unless and to the extent the Committee           allows a Participant to:
(a) designate in writing a beneficiary to exercise           the Award after the
Participant’s death; or (b) transfer an Award.  




        15.     Termination
and Amendment of Plan; Amendment, Modification or Cancellation of           Awards.  




        (a)     Term
of Plan. Unless the Board earlier terminates this Plan pursuant to           Section 15(b),
this Plan will terminate on the tenth anniversary of the           Effective Date.  




        (b)     Termination
and Amendment. The Board or the Committee may amend, alter,           suspend,
discontinue or terminate this Plan at any time, subject to the           following
limitations:  




	 	        (i)               the
Board must approve any amendment, alteration, suspension, discontinuance or
          termination of this Plan to the extent the Company determines such approval is
          required by: (A) action of the Board, (B) applicable corporate law or
          (C) any other applicable law;  







	 	        (ii)               shareholders
must approve any amendment, alteration, suspension, discontinuance           or
termination of this Plan to the extent the Company determines such approval           is
required by: (A) Section 16 of the Exchange Act, (B) the Code,
          (C) the listing requirements of any principal securities exchange or
market           on which the Shares are then traded or (D) any other applicable law; and  







	 	        (iii)               shareholders
must approve any of the following Plan amendments: (A) an           amendment to
increase any number of Shares specified in Section 6(a) or           6(c) (except as
permitted by Section 17) or (B) an amendment to the           provisions of
Section 15(e).  







        (c)     Amendment,
Modification or Cancellation of Awards. Except as provided in           Section 15(e) and
subject to the requirements of this Plan, the Committee           may modify or amend any
Award or waive any restrictions or conditions applicable           to any Award or the
exercise of the Award, and the terms and conditions           applicable to any Awards
may at any time be amended, modified or canceled by           mutual agreement between
the Committee and the Participant or any other           person(s) as may then have an
interest in the Award, so long as any amendment or           modification does not
increase the number of Shares issuable under this Plan           (except as permitted by
Section 17), but the Committee need not obtain           Participant (or other
interested party) consent for the adjustment or           cancellation of an Award
pursuant to the provisions of Section 17(a) or the           modification of an
Award to the extent deemed necessary to comply with any           applicable law or the
listing requirements of any principal securities exchange           or market on which
the Shares are then traded, or to preserve favorable           accounting treatment of
any Award for the Company.  




        (d)     Survival
of Authority and Awards. Notwithstanding the foregoing, the           authority of
the Board and the Committee under this Section 15 will extend           beyond the date
of this Plan’s termination. In addition, termination of           this Plan will not
affect the rights of Participants with respect to Awards           previously granted to
them, and all unexpired Awards will continue in force and           effect after
termination of this Plan except as they may lapse or be terminated           by their own
terms and conditions.  




11 











        (e)     Repricing
Prohibited. Notwithstanding anything in this Plan to the           contrary, and
except for the adjustments provided in Section 17, neither           the Committee
nor any other person may decrease the exercise price for any           outstanding Option
after the date of grant nor allow a Participant to surrender           an outstanding
Option to the Company as consideration for the grant of a new           Option with a
lower exercise price.  




        (f)     Foreign
Participation. To assure the viability of Awards granted to           Participants
employed in foreign countries, the Committee may provide for such           special terms
as it may consider necessary or appropriate to accommodate           differences in local
law, tax policy or custom. Moreover, the Committee may           approve such supplements
to, or amendments, restatements or alternative versions           of, this Plan as it
determines is necessary or appropriate for such purposes.           Any such amendment,
restatement or alternative versions that the Committee           approves for purposes of
using this Plan in a foreign country will not affect           the terms of this Plan for
any other country. In addition, all such supplements,           amendments, restatements
or alternative versions must comply with the provisions           of Sections 15(b)(i)
and 15(b)(ii).  




        16.     Taxes.
The Company is entitled to withhold the amount of any tax           attributable to
any amount payable or Shares deliverable under this Plan after           giving the
person entitled to receive such amount or Shares notice as far in           advance as
practicable, and the Company may defer making payment or delivery if           any such
tax may be pending unless and until indemnified to its satisfaction.           The
Committee may permit a Participant to satisfy all or a portion of the           federal,
state and local withholding tax obligations arising in connection with           such
Award by electing to (a) have the Company withhold Shares otherwise
          issuable under the Award, (b) tender back Shares received in connection
          with such Award or (c) deliver other previously owned Shares, in each case
          having a Fair Market Value equal to the amount to be withheld. However, the
          amount to be withheld may not exceed the total minimum federal, state and local
          tax withholding obligations associated with the transaction. The election must
          be made on or before the date as of which the amount of tax to be withheld is
          determined and otherwise as the Committee requires.  




        17.     Adjustment
Provisions; Change of Control.  




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        (a)     Adjustment
of Shares. If the Committee determines that any dividend or           other
distribution (whether in the form of cash, Shares, other securities, or           other
property), recapitalization, stock split, reverse stock split,           reorganization,
merger, consolidation, split-up, spin-off, combination,           repurchase, or exchange
of Shares or other securities of the Company, issuance           of warrants or other
rights to purchase Shares or other securities of the           Company, or other similar
corporate transaction or event affects the Shares such           that the Committee
determines an adjustment to be appropriate to prevent           dilution or enlargement
of the benefits or potential benefits intended to be           made available under this
Plan, then, subject to Participants’ rights under           Section 17(c), the
Committee may, in such manner as it may deem equitable,           adjust any or all of (i) the
number and type of Shares subject to this Plan           (including the number and type
of Shares described in Sections 6(a) and 6(c)),           and which may after the event
be made the subject of Awards under this Plan,           (ii) the number and type of
Shares subject to outstanding Awards, and           (iii) the grant, purchase, or
exercise price with respect to any Award. In           any such case, the Committee may
also (or in lieu of the foregoing) make           provision for a cash payment to the
holder of an outstanding Award in exchange           for the cancellation of all or a
portion of the Award (without the consent of           the holder of an Award) in an
amount determined by the Committee effective at           such time as the Committee
specifies (which may be the time such transaction or           event is effective), but
if such transaction or event constitutes a Change of           Control, then (A) such
payment shall be at least as favorable to the holder           as the greatest amount the
holder could have received in respect of such Award           under Section 17(c) and
(B) from and after the Change of Control, the           Committee may make such a
provision only if the Committee determines that doing           so is necessary to
substitute, for each Share then subject to an Award, the           number and kind of
shares of stock, other securities, cash or other property to           which holders of
Stock are or will be entitled in respect of each Share pursuant           to the
transaction or event in accordance with the last sentence of this           subsection
(a). However, in each case, with respect to Awards of incentive stock           options,
no such adjustment may be authorized to the extent that such authority           would
cause this Plan to violate Code Section 422(b). Further, the number           of
Shares subject to any Award payable or denominated in Shares must always be a
          whole number. Without limitation, subject to Participants’ rights under
          Section 17(c), in the event of any reorganization, merger, consolidation,
          combination or other similar corporate transaction or event, whether or not
          constituting a Change of Control (other than any such transaction in which the
          Company is the continuing corporation and in which the outstanding Stock is not
          being converted into or exchanged for different securities, cash or other
          property, or any combination thereof), the Committee may substitute, on an
          equitable basis as the Committee determines, for each Share then subject to an
          Award, the number and kind of shares of stock, other securities, cash or other
          property to which holders of Stock are or will be entitled in respect of each
          Share pursuant to the transaction.  




        (b)     Issuance
or Assumption. Notwithstanding any other provision of this Plan,           and
without affecting the number of Shares otherwise reserved or available under
          this Plan, in connection with any merger, consolidation, acquisition of
property           or stock, or reorganization, the Committee may authorize the issuance
or           assumption of awards under this Plan upon such terms and conditions as it
may           deem appropriate.  




        (c)     Change
of Control. Except to the extent the Committee provides a result           more
favorable to holders of Awards (either in an Award Agreement or at the time           of
a Change of Control), in the event of a Change of Control:  




	 	        (i)               each
holder of an Option or SAR (A) if employed by or in the service of the           Company
or an Affiliate at the time of the Change of Control, shall have the           right at
any time thereafter to exercise the Option or SAR in full whether or           not the
Option or SAR was theretofore exercisable; and (B) shall have the           right,
exercisable by written notice to the Company within 30 days after           the
Change of Control, to receive, in exchange for the surrender of the Option           or
SAR, an amount of cash equal to the excess of the Change of Control Price of
          the Shares covered by the Option or SAR that is so surrendered over the
purchase           or grant price of such Shares under the Award;  








13 









	 	        (ii)               Restricted
Stock and Restricted Stock Units that are not then vested shall vest           upon the
date of the Change of Control and each holder of such Restricted Stock           or
Restricted Stock Units shall have the right, exercisable by written notice to
          the Company within 30 days after the Change of Control, to receive, in exchange
          for the surrender of such Restricted Stock or Restricted Stock Units, an amount
          of cash equal to the Change of Control Price of such Restricted Stock or
          Restricted Stock Units;  







	 	        (iii)               each
holder of a Performance Share and/or Performance Unit for which the           performance
period has not expired shall have the right, exercisable by written           notice to
the Company within 30 days after the Change of Control, to           receive, in
exchange for the surrender of the Performance Share and/or           Performance Unit, an
amount of cash equal to the product of the value of the           Performance Share
and/or Performance Unit and a fraction the numerator of which           is the number of
whole months that have elapsed from the beginning of the           performance period to
which the Award is subject to the date of the Change of           Control and the
denominator of which is the number of whole months in the           performance period;  







        (iv)               each
holder of a Performance Share and/or Performance Unit that has been earned           but
not yet paid shall receive an amount of cash equal to the value of the
          Performance Share and/or Performance Unit;  




        (v)               all
Dividend Equivalent Units that are vested but not yet paid shall be paid,           any
Dividend Equivalent Units that were awarded in connection with another Award
          shall vest and become payable to the same extent as the Award to which it
          relates, and any other Dividend Equivalent Units shall become fully vested and
          immediately payable; and  




        (vi)               all
Annual and Long-Term Incentive Awards that are earned but not yet paid shall           be
paid, and all Annual and Long-Term Incentive Awards that are not yet earned
          shall be deemed to have been earned pro rata, as if the Performance Goals are
          attained as of the effective date of the Change of Control, by taking the
          product of (A) the Participant’s target award opportunity for the
          period to which the Award is subject, and (B) a fraction, the numerator of
          which is the number of whole months that have elapsed from the beginning of the
          performance period to which the Award is subject to the date of the Change of
          Control and the denominator of which is the number of whole months in the
          performance period.  




For purposes of this Section 17,
the “value” of a Performance Share and a Restricted Stock Unit shall be equal
to, and the “value” of a Performance Unit the value of which is equal to the
Fair Market Value of one or more Shares shall be based on, the Change of Control Price. 



Unless any agreement between the
Participant and the Company provides for a payment by the Company to the Participant to
cover the excise taxes due by the Participant upon receipt of an excess parachute payment
within the meaning of Code Section 280G, if the receipt of any payment by a Participant
under the circumstances described above would result in the payment by the Participant of
any excise tax provided for in Section 280G and Section 4999 of the Code, then the amount
of such payment shall be reduced to the extent required to prevent the imposition of such
excise tax. 




14 









        18.     Miscellaneous.  




        (a)     Other
Terms and Conditions. The grant of any Award may also be subject to           other
provisions (whether or not applicable to the Award granted to any other
          Participant) as the Committee determines appropriate, including, without
          limitation, provisions for:  




	 	        (i)               one
or more means to enable Participants to defer the delivery of Shares or
          recognition of taxable income relating to Awards or cash payments derived from
          the Awards on such terms and conditions as the Committee determines, including,
          by way of example, the form and manner of the deferral election, the treatment
          of dividends paid on the Shares during the deferral period or a means for
          providing a return to a Participant on amounts deferred, and the permitted
          distribution dates or events (provided that if Shares would have otherwise been
          issued under an Award but for the deferral described in this paragraph, then
          such Shares shall be treated as if they were issued for purposes of
          Section 6(a));  







	 	        (ii)               to
the extent permitted by applicable law, the payment of the purchase price of
          Options by delivery (including by fax) to the Company or its designated agent
of           an executed irrevocable option exercise form together with irrevocable
          instructions to a broker-dealer to sell or margin a sufficient portion of the
          Shares and deliver the sale or margin loan proceeds directly to the Company to
          pay for the exercise price or any other form of cashless exercise in accordance
          with applicable law;  







	 	        (iii)               restrictions
on resale or other disposition of Shares, including imposition of a           retention
period; and  







	 	        (iv)               compliance
with federal or state securities laws and stock exchange           requirements.  







        (b)     Employment
or Service. The issuance of an Award shall not confer upon a           Participant
any right with respect to continued employment or service with the           Company or
any Affiliate, or the right to continue as a Director. Unless           determined
otherwise by the Committee, for purposes of the Plan and all Awards,           the
following rules shall apply:  




	 	        (i)               a
Participant who transfers employment between the Corporation and any Affiliate
          of the Company, or between the Company’s Affiliates, will not be
considered           to have terminated employment;  







	 	        (ii)               a
Participant who ceases to be a Non-Employee Director because he or she becomes
          an employee of the Company or an Affiliate of the Company shall not be
          considered to have ceased service as a Director with respect to any Award until
          such Participant’s termination of employment with the Company and its
          Affiliates;  







	 	        (iii)               a
Participant who ceases to be employed by the Company or an Affiliate of the
          Company and immediately thereafter becomes a Non-Employee Director, a
          non-employee director of any of its Affiliates, or a consultant to the Company
          or any of its Affiliates shall not be considered to have terminated employment
          until such Participant’s service as a director of, or consultant to, the
          Company and its Affiliates has ceased; and  








15 









	 	        (iv)               a
Participant employed by an Affiliate of the Company will be considered to have
          terminated employment when such entity ceases to be an Affiliate of the
Company.  







        (c)     No
Fractional Shares. No fractional Shares or other securities may be           issued
or delivered pursuant to this Plan, and the Committee may determine           whether
cash, other securities or other property will be paid or transferred in           lieu of
any fractional Shares or other securities, or whether such fractional           Shares or
other securities or any rights to fractional Shares or other           securities will be
canceled, terminated or otherwise eliminated.  




        (d)     Unfunded
Plan. This Plan is unfunded and does not create, and should not           be
construed to create, a trust or separate fund with respect to this           Plan’s
benefits. This Plan does not establish any fiduciary relationship           between the
Company and any Participant or other person. To the extent any           person holds any
rights by virtue of an Award granted under this Plan, such           rights are no
greater than the rights of the Company’s general unsecured           creditors.  




        (e)     Requirements
of Law and Securities Exchange. The granting of Awards and           the issuance of
Shares in connection with an Award are subject to all applicable           laws, rules
and regulations and to such approvals by any governmental agencies           or national
securities exchanges as may be required. Notwithstanding any other           provision of
this Plan or any Award Agreement, the Company has no liability to           deliver any
Shares under this Plan or make any payment unless such delivery or           payment
would comply with all applicable laws and the applicable requirements of           any
securities exchange or similar entity, and unless and until the Participant           has
taken all actions required by the Company in connection therewith. The           Company
may impose such restrictions on any Shares issued under the Plan as the           Company
determines necessary or desirable to comply with all applicable laws,           rules and
regulations or the requirements of any national securities exchanges.  




        (f)     Governing
Law. This Plan, and all agreements under this Plan, will be           construed in
accordance with and governed by the laws of the State of Iowa,           without
reference to any conflict of law principles. The parties agree that the
          exclusive venue for any legal action or proceeding with respect to this Plan,
          any Award or any Award Agreement, or for recognition and enforcement of any
          judgment in respect of this Plan, any Award or any Award Agreement, shall be a
          court sitting in the County of Muscatine, or the Federal District Court for the
          Southern District of Iowa sitting in the County of Scott, in the State of Iowa,
          and further agree that any such action may be heard only in a “bench”          trial,
and any party to such action or proceeding shall agree to waive its right           to
assert a jury trial.  




        (g)     Limitations
on Actions. Any legal action or proceeding with respect to           this Plan, any
Award or any Award Agreement, must be brought within one year           (365 days) after
the day the complaining party first knew or should have known           of the events
giving rise to the complaint.  




        (h)     Construction.
Whenever any words are used herein in the masculine, they           shall be construed as
though they were used in the feminine in all cases where           they would so apply;
and wherever any words are used in the singular or plural,           they shall be
construed as though they were used in the plural or singular, as           the case may
be, in all cases where they would so apply. Title of sections are           for general
information only, and this Plan is not to be construed with           reference to such
titles.  




16 











        (i)     Severability.
If any provision of this Plan or any Award Agreement or any           Award (i) is
or becomes or is deemed to be invalid, illegal or           unenforceable in any
jurisdiction, or as to any person or Award, or           (ii) would disqualify this
Plan, any Award Agreement or any Award under any           law the Committee deems
applicable, then such provision should 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 this Plan, Award Agreement or Award, then such provision           should be stricken
as to such jurisdiction, person or Award, and the remainder           of this Plan, such
Award Agreement and such Award will remain in full force and           effect.  





























17