OSHKOSH CORPORATION
2004
INCENTIVE STOCK AND AWARDS PLAN  
(as amended through September ~, 2008)  



         1.       
          Purposes, History and Effective Date. 



         (a)       
          Purpose. The Oshkosh Corporation 2004 Incentive Stock and Awards Plan has
          two complementary purposes: (i) to attract and retain outstanding individuals to
          serve as officers, directors, employees and consultants 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 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 1990 Plan, which was originally effective April 9, 1990. Upon
          shareholder approval of this Plan, the 1990 Plan will terminate and no new
          awards will be granted under the 1990 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 13. 



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



         (a)       
          “1990 Plan” means the Oshkosh Corporation 1990 Incentive Stock 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 or an Incentive Award.
          Any Award granted under this Plan shall be provided or made in such manner and
          at such time as complies with the applicable requirements of Code Section 409A
          to avoid a plan failure described in Code Section 409A(a)(1), including without
          limitation deferring payment to a specified employee or until a specified
          distribution event, as provided in Code Section 409A(a)(2). 



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



         (e)       
          “Cause” means, except as otherwise determined by the Committee upon
          the grant of an Award, (i) conviction of a felony or a plea of no contest to a
          felony, (ii) willful misconduct that is materially and demonstrably detrimental
          to the Company or an Affiliate, (iii) willful refusal to perform requested
          duties consistent with a Participant’s office, position or status with the
          Company or an Affiliate (other than as a result of physical or mental
          disability) or (iv) other conduct or inaction that the Committee determines in
          its discretion constitutes Cause, except that, with respect to clauses (ii),
          (iii) and (iv), Cause shall be determined by a majority of the Committee at a
          meeting held after reasonable notice to the Participant and including an
          opportunity for the Participant and his or her counsel to be heard, and the
          Committee shall not have the right to determine that Cause exists pursuant to
          clause (iv) following the occurrence of a Change of Control. All determinations
          of the Committee as to Cause shall be final. 












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



          		    (i)       
               any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee
               or other fiduciary holding securities under any employee benefit plan of the
               Company or any of its subsidiaries, (C) an underwriter temporarily holding
               securities pursuant to an offering of such securities, or (D) a corporation
               owned, directly or indirectly, by the shareholders of the Company in
               substantially the same proportions as their ownership of stock in the Company
               (individually, an “Excluded Person” and collectively, “Excluded
               Persons”)) is or becomes the “Beneficial Owner” (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
               securities of the Company (not including in the securities beneficially owned by
               such Person any securities acquired directly from the Company or its Affiliates
               after the Effective Date, pursuant to express authorization by the Board that
               refers to this exception) representing 25 percent or more of (1) the combined
               voting power of the Company’s then outstanding voting securities or (2) the
               then outstanding shares of common stock of the Company; or 



               



          		    (ii)       
               the following individuals cease for any reason to constitute a majority of the
               number of Directors then serving: individuals who, on the Effective Date,
               constituted the Board and any new Director (other than a Director whose initial
               assumption of office is in connection with an actual or threatened election
               contest, including but not limited to a consent solicitation, relating to the
               election of directors of the Company) whose appointment or election by the Board
               or nomination for election by the Company’s shareholders was approved by a
               vote of at least two-thirds (2/3) of the Directors then still in office who
               either were Directors on the Effective Date or whose appointment, election or
               nomination for election was previously so approved; or 



               



          		    (iii)       
               consummation of a merger, consolidation or share exchange of the Company with
               any other corporation or issuance of voting securities of the Company in
               connection with a merger, consolidation or share exchange of the Company (or any
               direct or indirect subsidiary of the Company), other than (A) a merger,
               consolidation or share exchange that would result in the voting securities of
               the Company outstanding immediately prior to such merger, consolidation or share
               exchange continuing to represent (either by remaining outstanding or by being
               converted into voting securities of the surviving entity or any parent thereof)
               at least 50 percent of the combined voting power of the voting securities of the
               Company or such surviving entity or any parent thereof outstanding immediately
               after such merger, consolidation or share exchange, or (B) a merger,
               consolidation or share exchange effected to implement a recapitalization of the
               Company (or similar transaction) in which no Person (other than an Excluded
               Person) is or becomes the Beneficial Owner, directly or indirectly, of
               securities of the Company (not including in the securities beneficially owned by
               such Person any securities acquired directly from the Company or its Affiliates
               after the Effective Date, pursuant to express authorization by the Board that
               refers to this exception) representing 25 percent or more of (1) the combined
               voting power of the Company’s then outstanding voting securities or (2) the
               then outstanding shares of common stock of the Company; or 



               




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          		    (iv)       
               (A) the shareholders of the Company approve a plan of complete liquidation or
               dissolution of the Company or (B) the consummation of a sale or disposition by
               the Company of all or substantially all of the Company’s assets (in one
               transaction or a series of related transactions within any period of twenty-four
               (24) consecutive months), other than a sale or disposition by the Company of all
               or substantially all of the Company’s assets to an entity at least 75
               percent of the combined voting power of the voting securities of which are owned
               by Persons in substantially the same proportions as their ownership of the
               Company immediately prior to such sale. 



               



Notwithstanding the foregoing, no
“Change of Control” shall be deemed to have occurred if there is consummated any
transaction or series of integrated transactions immediately following which the record
holders of the common stock of the Company immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate ownership in an
entity that owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions. 



         (g)       
          “Change of Control Price” means the highest of the following: (i) the
          Fair Market Value of a Share, as determined on the date of the Change of
          Control; (ii) the highest price per Share paid in the Change of Control
          transaction; or (iii) the Fair Market Value of a Share, calculated on the date
          of surrender of the relevant Award in accordance with Section 15(c), but this
          clause (iii) shall not apply if in the Change of Control transaction, or
          pursuant to an agreement to which the Company is a party governing the Change of
          Control transaction, all of the Shares are purchased for and/or converted into
          the right to receive a current payment of cash and no other securities or other
          property. 



         (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 Human Resources Committee of the Board (or a
          successor committee with the same or similar authority). 



         (j)       
          “Company” means Oshkosh Corporation, a Wisconsin corporation, or 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 the terms “total
          disability” or “totally disabled” in the Oshkosh Corporation Long
          Term Disability Program for Salaried Employees (or any successor plan thereto). 



         (m)       
          “Effective Date” means the date the Company’s shareholders
          approve this Plan. 



         (n)       
          “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. 



         (o)       
          “Fair Market Value” means, per Share on a particular date, the last
          sales price on such date on the national securities exchange on which the Stock
          is then traded, 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. If the Shares are not listed on a national securities
          exchange, but are traded in an over-the-counter market, the last sales price
          (or, if there is no last sales price reported, the average of the closing bid
          and asked prices) for the Shares on the particular date, or on the last
          preceding date on which there was a sale of Shares on that market, will be used.
          If the Shares are neither listed on a national securities exchange nor traded in
          an over-the-counter market, the price determined by the Committee, in its
          discretion, will be used. 




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         (p)       
          “Incentive Award” means the right to receive a cash payment to the
          extent Performance Goals are achieved, and shall include “Annual Incentive
          Awards” as described in Section 10 and “Long-Term Incentive
          Awards” as described in Section 11. 



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



         (r)       
          “Participant” means an individual selected by the Committee to receive
          an Award. 



         (s)       
          “Performance Goals” means any goals the Committee establishes that
          relate to one or more of the following with respect to the Company or any one or
          more Subsidiaries, Affiliates or other business units: net sales; cost of sales;
          gross income; operating income; earnings before interest and taxes; earnings
          before interest, taxes, depreciation and amortization; income from continuing
          operations; net income; basic earnings per share; diluted earnings per share;
          cash flow; net cash provided by operating activities; net cash provided by
          operating activities less net cash used in investing activities; ratio of debt
          to debt plus equity; return on shareholder equity; return on invested capital;
          return on average total capital employed; return on net assets employed before
          interest and taxes; operating working capital; average accounts receivable
          (calculated by taking the average of accounts receivable at the end of each
          month); average inventories (calculated by taking the average of inventories at
          the end of each month); and economic value added. 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, will exclude the effects of (i) extraordinary, unusual and/or
          non-recurring items of gain or loss, (ii) gains or losses on the disposition of
          a business, (iii) changes in tax or accounting regulations or laws, and (iv)
          mergers or acquisitions, 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. 



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



         (u)       
          “Performance Units” means the right to receive cash and/or Shares
          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. 



         (v)       
          “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. 



         (w)       
          “Plan” means this Oshkosh Corporation 2004 Incentive Stock and Awards
          Plan, as may be amended from time to time. 




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         (x)       
          “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. 



         (y)       
          “Retirement” has the meaning assigned to such term in the defined
          benefit pension plan of the Company. 



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



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



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



         (cc)       
          “Stock” means the Common Stock of the Company, par value of one cent
          ($.01) per share. 



         (dd)       
          “Stock Appreciation Right” or “SAR” means the right of a
          Participant to receive cash, and/or Shares with a Fair Market Value, equal to
          the appreciation of the Fair Market Value of a Share during a specified period
          of time. 



         (ee)       
          “Subsidiary” means any corporation, limited liability company or other
          limited liability entity in an unbroken chain of entities beginning with the
          Company if each of the entities (other than the last entities in the chain) owns
          the stock or equity interest possessing more than fifty percent (50%) of the
          total combined voting power of all classes of stock or other equity interests in
          one of the other entities in the chain. 



         3.       
          Administration. 



         (a)       
          Committee 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 covering
          an Award 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. A majority of the members of the Committee will
          constitute a quorum, and a majority of the Committee’s members must make
          all determinations of the Committee. The Committee may make any determination
          under this Plan without notice or meeting of the Committee by a writing that a
          majority of the Committee members have signed. All Committee determinations are
          final and binding. 



         (b)       
          Delegation to Other Committees or Officers. To the extent applicable law
          permits, the Board may delegate to another committee of the Board or to one or
          more officers of the Company any or all of the authority and responsibility of
          the Committee. However, no such delegation is permitted with respect to Awards
          made to Section 16 Participants at the time any such delegated authority or
          responsibility is exercised. The Board also may delegate to another committee of
          the Board consisting entirely of Non-Employee Directors any or all of the
          authority and responsibility of the Committee with respect to individuals who
          are Section 16 Participants. If the Board has made such a delegation, then all
          references to the Committee in this Plan include such other committee or one or
          more officers to the extent of such delegation. 




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         (c)       
          Indemnification. The Company will indemnify and hold harmless each member
          of the Committee, and each officer or member of any other committee to whom a
          delegation under Section 3(b) has been made, as to any act done, or
          determination made, with respect to this Plan or any Award to the maximum extent
          that the law and the Company’s by-laws permit. 



         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, a consultant who provides services to the Company
          or its Affiliates, or a Director, including 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). 



         6.       
          Shares Reserved under this Plan. 



         (a)       
          Plan Reserve. Subject to adjustment as provided in Section 15, an
          aggregate of 4,417,300 Shares (as adjusted to reflect the two-for-one Stock
          split effected on August 26, 2005), plus the number of Shares described in
          Section 6(c), 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 issue only 4,417,300 Shares (as adjusted to reflect
          the two-for-one Stock split effected on August 26, 2005)upon the exercise of
          incentive stock options. 



         (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)       
          Addition of Shares from Predecessor Plan. After the Effective Date, if
          any Shares subject to awards granted under the 1990 Plan would again become
          available for new grants under the terms of such plan if such plan were still in
          effect, then those Shares will be available for the purpose of granting Awards
          under this Plan, thereby increasing the number of Shares available for issuance
          under this Plan as determined under the first sentence of Section 6(a). Any such
          Shares will not be available for future awards under the terms of the 1990 Plan. 



         (d)       
          Participant Limitations. Subject to adjustment as provided in Section 15,
          no Participant may be granted Awards that could result in such Participant: 



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          		    (i)       
               receiving Options for, and/or Stock Appreciation Rights with respect to, more
               than 3,500,000 Shares (as adjusted to reflect the two-for-one Stock split
               effected on August 26, 2005) during any period of five consecutive fiscal years
               of the Company; 



               



          		    (ii)       
               receiving Awards of Restricted Stock relating to more than 1,000,000 Shares (as
               adjusted to reflect the two-for-one Stock split effected on August 26,
               2005)during any period of five consecutive fiscal years of the Company; 



               



          		    (iii)       
               receiving 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
               400,000 Shares (as adjusted to reflect the two-for-one Stock split effected on
               August 26, 2005) during any period of two consecutive fiscal years of the
               Company, or for more than 600,000 Shares (as adjusted to reflect the two-for-one
               Stock split effected on August 26, 2005) during any period of three consecutive
               fiscal years of the Company; 



               



          		    (iv)       
               receiving an Annual Incentive Award in respect of any single fiscal year of the
               Company of more than $4,000,000; or 



               



          		    (v)       
               receiving a Long-Term Incentive Award, and/or Awards of Performance Units the
               value of which is not based on the Fair Market Value of Shares, of more than
               $8,000,000 in respect of any period of two consecutive fiscal years of the
               Company, or of more than $12,000,000 in respect of any period of three
               consecutive fiscal years of the Company. 



               



In all cases, determinations under
this Section 6(d) 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: (i)
          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; (ii) the number of
          Shares subject to the Option; (iii) the exercise price, which may never be less
          than the Fair Market Value of the Shares subject to the Option as determined on
          the date of grant; (iv) the terms and conditions of exercise; and (v) the term,
          except that an incentive stock option must terminate no later than 10 years
          after the date of grant and a nonqualified stock option must terminate no later
          than 10 years and 1 month after the date of grant. In all other respects, the
          terms of any incentive stock option should comply with the provisions of Code
          section 422 except to the extent the Committee determines otherwise. Except to
          the extent the Committee determines otherwise, a Participant may exercise an
          Option in whole or part after the right to exercise the Option has accrued,
          provided that any partial exercise must be for one hundred (100) Shares or
          multiples thereof. Except as the Committee may otherwise provide, an Option
          shall expire at the earliest of 10 years and 1 month from the date of grant (or
          10 years from the date of grant if the Option is an incentive stock option),
          three (3) months after termination of the Participant’s employment or
          service for reasons other than death, Disability, Retirement or Cause, one (1)
          year after termination of the Participant’s employment or service as a
          result of death, Disability or Retirement or immediately upon termination of the
          Participant’s employment or service for Cause. 



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         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; (b) the number of Shares to which the SAR relates; (c) the grant
          price, provided that the grant price shall never 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 and 1 month after the date of grant;
          and (f) whether the SAR will be settled in cash, Shares or a combination
          thereof. 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 SAR, 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. 



         9.       
          Performance and Stock Awards. Subject to the terms of this Plan, the
          Committee will determine all terms and conditions of each award of Restricted
          Stock, Performance Shares or Performance Units, including but not limited to:
          (a) the number of Shares and/or units to which such Award relates; (b) 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 as the Committee specifies; (c) whether the restrictions imposed on
          Restricted Stock are accelerated, and 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; and (e) with respect to Performance
          Units, whether to settle such Awards in cash, in Shares, or in a combination of
          cash and Shares. 




         10.       
          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, 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. 



         11.       
          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, 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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         12.       
          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. 



         13.       
          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 13(b), this Plan will terminate when all Shares reserved for issuance
          have been issued. If the term of this Plan extends beyond 10 years from the
          Effective Date, no incentive stock options may be granted after such time unless
          the shareholders of the Company have approved an extension of this Plan for
          incentive stock option purposes. 



         (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 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 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 materially increase any number of Shares specified in Section 6(a) or 6(d)
               (except as permitted by Section 15); or (B) an amendment to the provisions of
               Section 13(e). 



               



         (c)       
          Amendment, Modification or Cancellation of Awards. Except as provided in
          Section 13(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 15), but the Committee need not obtain Participant (or
          other interested party) consent for the cancellation of an Award pursuant to the
          provisions of Section 15(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 13 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. 



9 











         (e)       
          Repricing Prohibited. Notwithstanding anything in this Plan to the
          contrary, and except for the adjustments provided in Section 15, 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 Section 13(b)(ii). 



         14.       
          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. If
          Shares are deliverable upon exercise or payment of an Award, 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. 



         15.       
          Adjustment Provisions; Change of Control. 




10 









         (a)       
          Adjustment of Shares. If (i) the Company shall at any time be involved in
          a merger or other transaction in which the Shares are changed or exchanged; or
          (ii) the Company shall subdivide or combine the Shares or the Company shall
          declare a dividend payable in Shares, other securities (other than any
          associated preferred stock purchase rights issued pursuant to that certain
          Rights Agreement, dated February 1, 1999, between the Company and ComputerShare
          Investor Services, LLC, as successor rights agent, or similar stock purchase
          rights that the Company might authorize and issue in the future) or other
          property; or (iii) the Company shall effect a cash dividend the amount of which
          exceeds 10% of the trading price of the Shares at the time the dividend is
          declared, or the Company shall effect any other dividend or other distribution
          on the Shares in the form of cash, or a repurchase of Shares, that the Board
          determines by resolution is special or extraordinary in nature or that is in
          connection with a transaction that the Company characterizes publicly as a
          recapitalization or reorganization involving the Shares; or (iv) any other event
          shall occur which, in the case of this clause (iv), in the judgment of the
          Committee necessitates an adjustment 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 15(c), the Committee
          shall, in such manner as it may deem equitable, adjust any or all of (A) the
          number and type of Shares subject to this Plan (including the number and type of
          Shares described in Sections 6(a) and 6(d)) and which may after the event be
          made the subject of Awards under this Plan, (B) the number and type of Shares
          subject to outstanding Awards, and (C) 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 (1) 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 15(c), and (2) 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 Section 15(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. In any event, Options previously granted to
          Non-Employee Directors at the time of any event described in this Section 15(a)
          are subject to only such adjustments as are necessary to maintain the relative
          proportionate interest the Options represented immediately prior to any such
          event and to preserve, without exceeding, the value of such Options. Without
          limitation, subject to Participants’ rights under Section 15(c), in the
          event of any such merger or similar transaction, subdivision or combination of
          Shares, dividend or other event described above, 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 shall 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. Notwithstanding the foregoing, if the Company shall subdivide
          the Shares or the Company shall declare a dividend payable in Shares, if no
          action is taken by the Board or the Committee, adjustments contemplated by this
          Section 15(a) that are proportionate shall nevertheless automatically be made as
          of the date of such subdivision of the Shares or dividend in Shares. 



         (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: 




11 









          		    (i)       
               each holder of an Option or SAR (A) 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 60 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 Fair Market Value of the Shares covered by the Option or SAR that
               is so surrendered on the date of surrender of the Option or SAR over the
               purchase or grant price of such Shares under the Award; 



               



          		    (ii)       
               Restricted Stock that is not then vested shall vest upon the date of the Change
               of Control and each holder of such Restricted Stock shall have the right,
               exercisable by written notice to the Company within 60 days after the Change of
               Control, to receive, in exchange for the surrender of such Restricted Stock, an
               amount of cash equal to the Change of Control Price of such Restricted Stock; 



               



          		    (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 60 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; and 



               



          		    (v)       
               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 15, the
“value” of a Performance Share 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. 



Except as otherwise expressly
provided in any agreement between a Participant and the Company (including where any such
agreement makes reference to corresponding provisions of the 1990 Plan rather than this
Plan), 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. 



    16.        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: 




12 









          		    (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 no such deferral means may result in
               an increase in the number of Shares issuable under this Plan); 



               



          		    (ii)       
               the payment of the purchase price of Options by delivery of cash or other Shares
               or other securities of the Company (including by attestation) having a then Fair
               Market Value equal to the purchase price of such Shares, or 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; 



               



          		    (iii)       
               except in connection with the grant of Awards providing Options or SARs, for
               which Awards this subsection is not applicable, provisions giving the
               Participant the right to receive dividend payments or dividend equivalent
               payments with respect to the Shares subject to the Award (both before and after
               the Shares subject to the Award are earned, vested or acquired), which payments
               may be either made currently or credited to a nonqualified deferred compensation
               account for the Participant which complies with the applicable requirements of
               Code Section 409A, provides for the deferral of payment of such amounts to a
               specified employee or until a specified event described in Code Section
               409A(a)(2), and may be settled in cash or Shares, as the Committee determines; 



               



          		    (iv)       
               restrictions on resale or other disposition of Shares; and 



               



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



               



         (b)       
          Employment and 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 its
               Subsidiaries, or between Subsidiaries, 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 a Subsidiary 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
               Subsidiaries; 



               



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



               




13 









          		    (iv)       
               a Participant employed by a Subsidiary will be considered to have terminated
               employment when such entity ceases to be a Subsidiary. 



               



         (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.
          Notwithstanding any other provision hereof or document pertaining to Awards
          hereunder, the Plan shall be so construed, interpreted, and administered to meet
          the applicable requirements of Code Section 409A to avoid a plan failure
          described in Code Section 409A(a)(1). 



         (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 Wisconsin,
          without reference to any conflict of law principles. 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, may only be heard only in a “bench” trial, and
          any party to such action or proceeding shall agree to waive its right to 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. 



         (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. 



14