<PAGE>












                         ECONOMIC VALUE ADDED BONUS PLAN
                                       FOR
                               EXECUTIVE OFFICERS
                                       AND
                                 SENIOR MANAGERS















                           Effective February 27, 1995
        as Amended August 24, 1999, August 21, 2001 and October 23, 2001



<PAGE>



                         ECONOMIC VALUE ADDED BONUS PLAN
                                       FOR
                               EXECUTIVE OFFICERS
                                       AND
                                 SENIOR MANAGERS


                                TABLE OF CONTENTS

                                                                Page

I.       Plan Objectives                                          1

II.      Plan Administration                                      1

III.     Definitions                                              1

IV.      Eligibility                                              4

V.       Individual Participation Levels                          5

VI.      Performance Factors                                      5

VII.     Change in Status During Plan Year                        8

VIII.    Bonus Paid and Bonus Bank                                9

IX.      Administrative Provisions                                13

X.       Miscellaneous                                            14

         Exhibit A



<PAGE>



I.       PLAN OBJECTIVES

         A.       To promote the maximization of shareholder value over the long
                  term by providing incentive compensation to key employees of
                  STRATTEC SECURITY CORPORATION (the "Company") in a form which
                  is designed to financially reward participants for an increase
                  in the value of the Company.

         B.       To provide competitive levels of compensation that enable the
                  Company to attract and retain employees who can have a
                  positive impact on the economic value of the Company.

         C.       To encourage teamwork and cooperation in the achievement of
                  Company goals.

II.      PLAN ADMINISTRATION

         The Compensation Committee of the Company's Board of Directors (the
         "Compensation Committee") shall be responsible for the design,
         administration, and interpretation of the Plan.

III.     DEFINITIONS

         A.       "Accrued Bonus" means the bonus, which may be negative or
                  positive, which is calculated in the manner set forth in
                  Section V.A.

         B.       "Actual EVA" means the EVA as calculated for the relevant Plan
                  Year.


         C.       "Capital" means the Company's average monthly net operating
                  capital employed for the Plan Year, calculated as follows:

                                    Current Assets
                           -        Current Interest Bearing Assets
                           +        Bad Debt Reserve
                           +        LIFO Reserve
                           -        Future Income Tax Benefits
                           -        Current Noninterest-Bearing Liabilities
                           +        Property, Plant, Equipment, (Net)
                           -        Construction in Progress
                           (+/-)    Unusual Capital Items

                                       1

<PAGE>



         D.       "Capital Charge" means the deemed opportunity cost of
                  employing Capital in the Company's business, determined as
                  follows:

                   Capital Charge = Capital x Cost of Capital

         E.       "Company" means STRATTEC SECURITY CORPORATION. The Company's
                  Compensation Committee may act on behalf of the Company with
                  respect to this Plan.

         F.       "Cost of Capital" means the weighted average of the cost of
                  equity and the after tax cost of debt for the relevant Plan
                  Year. The Cost of Capital will be determined by the
                  Compensation Committee prior to each Plan Year, consistent
                  with the following methodology:

                  (a)      Cost of Equity = Risk Free Rate + (Business Risk
                           Index x Average Equity Risk Premium)

                  (b)      Debt Cost of Capital = Debt Yield x (1 - Tax Rate)

                  (c)      The weighted average of the Cost of Equity and the
                           Debt Cost of Capital is determined by reference to
                           the expected debt-to-capital ratio

                  where the Risk Free Rate is the average daily closing yield
                  rate on 30 year U.S. Treasury Bonds for an appropriate period
                  (determined by the Compensation Committee from time to time)
                  preceding the relevant Plan Year, the Business Risk Index is
                  determined by reference to an auto supply industry factor
                  selected by the Compensation Committee, the Average Equity
                  Risk Premium is 6%, the Debt Yield is the weighted average
                  yield of all borrowing included in the Company's permanent
                  capital, and the tax rate is the combination of the relevant
                  corporate Federal and state income tax rates.

                  The Compensation Committee will review the Cost of Capital
                  annually and make appropriate adjustments only if the
                  calculated Cost of Capital changes by more than 1% from that
                  used during the prior Plan Year.

         G.       "Earned Wages" includes all wages paid in the Plan Year,
                  excluding employment signing bonuses, EVA bonus payments,
                  reimbursement or other expense allowances, imputed income,
                  value of fringe benefits (cash and noncash), moving
                  reimbursements, welfare benefits and special payments.

                                       2

<PAGE>



         H.       "Economic Value Added" or "EVA" means the NOPAT that remains
                  after subtracting the Capital Charge, expressed as follows:

                          EVA = NOPAT - Capital Charge

                  EVA may be positive or negative.

         I.       Effective Date. February 27, 1995, the date as of which the
                  Plan first applies to the Company.

         J.       "EVA Leverage Factor" means the adjustment factor reflecting
                  deviation in the use of capital employed as a percentage of
                  capital employed. For purposes of this Plan, the Company's EVA
                  Leverage Factor is determined to be 5% of the monthly average
                  net operating capital employed during the prior Plan year.

         K.       "NOPAT" means cash adjusted net operating profits after taxes
                  for the Plan Year, calculated as follows:

                                    Net Sales
                         -          Cost of Goods Sold
                       (+ -)        Change in LIFO Reserve
                         -          Engineering/Selling & Admin.
                       (+ -)        Change in Bad Debt Reserve
                       (+ -)        Other Income & Expense excluding Interest
                                    Income or Expense
                       (+ -)        Other Unusual Income or Expense Items
                                    (See Section VI. B.)
                       (+ -)        Amortization of Unusual Income or Expense
                                    Items
                         -          Cash Taxes on the Above (+/- change in
                                    deferred tax liability)

         L.       "Participant" means individual who has satisfied the
                  eligibility requirements of the Plan as provided in Section
                  IV.

         M.       "Plan Year" means the one-year period coincident with the
                  Company's fiscal year.

         N.       "Executive Officers" means those Participants designated as
                  Executive Officers by the Compensation Committee with respect
                  to any Plan Year.

                                       3

<PAGE>
         O.       "Senior Managers" means those Participants designated as
                  Senior Managers by the Compensation Committee with respect to
                  any Plan Year.

         P.       "Target EVA" means the target level of EVA for the Plan Year,
                  determined as follows:

          Current Plan         Prior Year       Prior Year     Expected
          Year Target EVA  =   Target EVA   +   Actual EVA  +  Improvement
                               ---------------------------
                                            2

                  Expected Improvement will be approved by the Board of
                  Directors annually, based on past practice and consideration
                  for current relevant economic conditions. Regardless of the
                  above defined formula, the Current Plan Year Target EVA cannot
                  be less than the Expected Improvement approved by the Board of
                  Directors.

IV.      ELIGIBILITY

         A.       Eligible Positions. In general, only Executive Officers and
                  Senior Managers selected by the Compensation Committee may be
                  eligible for participation in the Plan. However, actual
                  participation will depend upon the contribution and impact
                  each eligible employee may have on the Company's value to its
                  shareholders, as determined by the Compensation Committee.

         B.       Nomination and Approval. Each Plan Year, the Chairman and
                  President will nominate eligible employees to participate in
                  the Plan for the next Plan Year. The Compensation Committee
                  will have the final authority to select Plan participants (the
                  "Participants") among the eligible employees nominated by the
                  Chairman and President. Continued participation in the Plan is
                  contingent on approval of the Compensation Committee.

         C.       Employee Performance Requirement. Employees whose performance
                  is rated "Needs Improvement" on their annual performance
                  review will not be eligible for an EVA bonus applicable to the
                  year covered by such performance review. However, if the
                  employee so rated is subject to a performance improvement
                  plan, and successfully meets the requirement of the plan in
                  the time frame prescribed, the employee's EVA eligibility will
                  be reinstated, and the

                                       4

<PAGE>



                  EVA bonus will be paid with the next regular payroll check
                  following reinstatement.



V.       INDIVIDUAL PARTICIPATION LEVELS

         A.       Calculation of Accrued Bonus. Each Participant's Accrued Bonus
                  will be determined as a function of the Participant's Earned
                  Wages, the Participant's Target Incentive Award (provided in
                  Section V.B., below), Company Performance Factor (provided in
                  Section VI.A.) and the Individual Performance Factor (provided
                  in Section VI.C.) for the Plan Year. Each Participant's
                  Accrued Bonus will be calculated as follows:

                                     Target        Company           Individual
                  Participant's  x   Incentive  x  Performance   +   Performance
                  Earned Wages       Award         Factor            Factor
                                                   ----------------------------
                                                                 2


         B.       Target Incentive Award. The Target Incentive Award will be
                  determined according to the following schedule:


<TABLE>
<CAPTION>
                                                               Target Incentive Award
                                        Position                 (% of Base Salary)
                                        --------                 ------------------

<S>                                                            <C>
                  Chairman (if also CEO of Company)                      75%
                  President                                              65%
                  Executive Vice President                               50%
                  Vice President                                         35%
                  Senior Managers (as specified in                   12%-20%
                  Exhibit A)

</TABLE>


VI.      PERFORMANCE FACTORS

         A.       Company Performance Factor Calculation. For any Plan Year, the
                  Company Performance Factor will be calculated as follows:

                  Company Performance Factor = 1.00 + Actual EVA - Target EVA
                                                      -----------------------
                                                        EVA Leverage Factor


                                       5
<PAGE>



         B.       Adjustments to Company Performance. When Company performance
                  is based on Economic Value Added or other quantifiable
                  financial or accounting measure, it may be necessary to
                  exclude significant, unusual, unbudgeted or noncontrollable
                  gains or losses from actual financial results in order to
                  measure performance properly. The Compensation Committee will
                  decide those items that shall be considered in adjusting
                  actual results. For example, some types of items that may be
                  considered for exclusion are:

                  (1)      Any gains or losses which will be treated as
                           extraordinary in the Company's financial statements.

                  (2)      Profits or losses of any entities acquired by the
                           Company during the Plan Year, assuming they were not
                           included in the budget and/or the goal.

                  (3)      Material gains or losses not in the budget and/or the
                           goal which are of a nonrecurring nature and are not
                           considered to be in the ordinary course of business
                           Some of these would be as follows:

                           (a)      Gains or losses from the sale or disposal of
                                    real estate or property.

                           (b)      Gains resulting from insurance recoveries
                                    when such gains relate to claims filed in
                                    prior years.

                           (c)      Losses resulting from natural catastrophes,
                                    when the cause of the catastrophe is beyond
                                    the control of the Company and did not
                                    result from any failure or negligence on the
                                    Company's part.


         C.       Individual Performance Factor Calculation. Determination of
                  the Individual Performance Factor will be the responsibility
                  of the individual to whom the participant reports. This
                  determination will be subject to approval by the Chairman and
                  President (or the Compensation Committee with respect to the
                  Chairman and President) and shall conform with the process set
                  forth below:

                  (1)      Quantifiable Supporting Performance Factors. The
                           Individual Performance Factor of the Accrued Bonus
                           calculation will be based on the accomplishment of
                           individual, financial and/or

                                       6
<PAGE>
                           other goals ("Supporting Performance Factors").
                           Whenever possible, individual performance will be
                           evaluated according to quantifiable benchmarks of
                           success. These Supporting Performance Factors will be
                           enumerated from 0 to 2.0 based on the levels of
                           achievement for each goal per the schedule in VI C.
                           (2). Provided, however, that if the quantifiable
                           Supporting Performance Factor is based on the Company
                           Performance Factor as set forth in Section VI.A.,
                           then the Supporting Performance Factor may be
                           unlimited.

                  (2)      Non-Quantifiable Supporting Performance Factors. When
                           performance cannot be measured according to a
                           quantifiable monitoring system, an assessment of the
                           Participant's performance shall be made based on a
                           non-quantifiable Supporting Performance Factor (or
                           Factors). The individual to whom the participant
                           reports (or the Compensation Committee with respect
                           to the Chairman) will evaluate the Participant's
                           performance based on behavioral attributes and
                           overall performance and this evaluation will
                           determine the Participant's Supporting Performance
                           Factor (or Factors) according to the following
                           schedule:
<TABLE>
<CAPTION>


                                    Non Quantifiable                                              Quantifiable
                                       Supporting                         Supporting               Supporting
                                   Performance Rating                 Performance Factor       Performance Rating
                                   ------------------                 ------------------       ------------------

                            <S>                               <C>                  <C>
                            Significantly Exceeds Requirements            1.8-2.0        Significantly Exceeds Goal
                            Exceeds Requirements                          1.4-1.7        Exceeds Goal
                            Meets Requirements                            .7-1.3         Meets Goal
                            Marginally Meets Requirements                  .3-.6         Goal Not Met, but Significant
                                                                                         Progress Made
                            Needs Improvement                               0-.2
                                                                             0           Goal Not Met
</TABLE>

                  (3)      Aggregate Individual Performance Factor. The
                           Individual Performance Factor to be used in the
                           calculation of the Accrued Bonus shall be equal to
                           the sum of the quantifiable and/or non-quantifiable
                           Supporting Performance Factor(s), divided by two as
                           follows:


                                            Quantifiable       Non-Quantifiable
                                            Supporting     +   Supporting
                           Individual       Performance        Performance
                           Performance =    Factor             Factor
                                            ------------------------------
                           Factor                          2



                                       7
<PAGE>



                           Notwithstanding the foregoing, the individual to whom
                           the Participant reports (with the approval of the
                           Chairman and President or the Compensation Committee
                           with respect to the Chairman and President), shall
                           have the authority to weight the Supporting
                           Performance Factors, according to relative
                           importance. The weighting of each Supporting
                           Performance Factor shall be expressed as a
                           percentage, and the sum of the percentages applied to
                           all of the Supporting Performance Factors shall be
                           100%. The Individual Performance Factor, if weighted
                           factors are used, will then be equal to the weighted
                           average of such Supporting Performance Factors.




VII.     CHANGE IN STATUS DURING THE PLAN YEAR

         A.       New Hires and Promotions. A newly hired employee or an
                  employee promoted during the Plan Year to a position
                  qualifying for participation (or leaving the participating
                  class) may accrue (subject to discretion of the Compensation
                  Committee) a pro rata Accrued Bonus based on Base Salary
                  received.

         B.       Discharge. An employee discharged during the Plan Year shall
                  not be eligible for an Accrued Bonus, even though his or her
                  service arrangement or contract extends past year-end, unless
                  the Compensation Committee determines that the conditions of
                  the termination indicate that a prorated Accrued Bonus is
                  appropriate. The Compensation Committee shall have full and
                  final authority in making such a determination.

         C.       Resignation. An employee who resigns during the Plan Year to
                  accept employment elsewhere (including self-employment) will
                  not be eligible for an Accrued Bonus, unless the Compensation
                  Committee determines that the conditions of the termination
                  indicate that a prorated Bonus is appropriate. The
                  Compensation Committee shall have full and final authority in
                  making such a determination.

         D.       Death, Disability and Retirement. If a Participant's
                  employment is terminated during a Plan Year by reason of
                  death, disability, or normal or early retirement under the
                  Company's retirement plan, a tentative Accrued Bonus will be
                  calculated as if the Participant had

                                       8
<PAGE>



                  remained employed as of the end of the Plan Year. The final
                  Accrued Bonus will be calculated based upon the Base Salary
                  received.

                  Each employee may name any beneficiary or beneficiaries (who
                  may be named contingently or successively) to whom any benefit
                  under this Plan is to be paid in case of the employee's death.

                  Each such designation shall revoke all prior designations by
                  the employee, shall be in the form prescribed by the
                  Compensation Committee, and shall be effective only when filed
                  by the employee in writing with the Compensation Committee
                  during his or her lifetime.

                  In the absence of any such designation, benefits remaining
                  unpaid at the employee's death shall be paid to the employee's
                  estate.

         E.       Leave of Absence. An employee whose status as an active
                  employee is changed during a Plan Year as a result of a leave
                  of absence may, at the discretion of the Compensation
                  Committee, be eligible for a pro rata Accrued Bonus determined
                  in the same way as in paragraph D of this Section.

         F.       Needs Improvement Status. Associates whose performance has
                  been rated Needs Improvement on their annual performance
                  review will not be eligible for an EVA bonus until such time
                  as their performance is at an acceptable level. If the
                  associate's performance returns to an acceptable level, the
                  EVA bonus that was withheld will be paid with the next
                  available pay period.


VIII.    BONUS PAID AND BONUS BANK

         All or a portion of the Accrued Bonus will be either paid to the
         Participant or credited to or charged against the Bonus Bank as
         provided in this Article.

         A.       Participants Who Are Not Executives Officers. All positive
                  Accrued Bonuses of Participants who are not Executive Officers
                  for the Plan Year shall be paid in full, less amounts required
                  by law to be withheld for income and employment tax purposes,
                  as soon as administratively feasible following the end of the
                  Plan Year in which the Accrued Bonus was earned. Participants
                  who are not Executive Officers shall not be charged or
                  otherwise assessed for negative


                                       9
<PAGE>



                  Accrued Bonuses nor shall such Participants have any portion
                  of their Accrued Bonuses banked.

         B.       Participants Who Are Executive Officers. The Total Bonus
                  Payout to Participants who are Executive Officers for the Plan
                  Year shall be as follows:

                  Total Bonus Payout = [Accrued Bonus - Extraordinary Bonus
                  Accrual] + Bank Payout

                  The Total Bonus Payout for each Plan Year, less amounts
                  required by law to be withheld for income tax and employment
                  tax purposes, shall be paid as soon as administratively
                  feasible following the end of the Plan Year in which the
                  Accrued Bonus was earned.

         C.       Establishment of a Bonus Bank. To encourage a long term
                  commitment to the enhancement of shareholder value by
                  Executive Officers, "Extraordinary Bonus Accruals" shall be
                  credited to an "at risk" deferred account ("Bonus Bank") for
                  each such Participant, and all negative Accrued Bonuses shall
                  be charged against the Bonus Bank, as determined in accordance
                  with the following:

                  1.       "Bonus Bank" means, with respect to each Executive
                           Officer, a bookkeeping record of an account to which
                           Extraordinary Bonus Accruals are credited, and
                           negative Accrued Bonuses debited as the case may be,
                           for each Plan Year, and from which bonus payments to
                           such Executive Officers are debited.

                  2.       "Bank Balance" means, with respect to each Executive
                           Officer, a bookkeeping record of the net balance of
                           the amounts credited to and debited against such
                           Executive Officer's Bonus Bank. The Bank Balance
                           shall initially be equal to zero.

                  3.       "Extraordinary Bonus Accrual" shall mean the amount
                           of the Accrued Bonus for any year that exceeds 1.25
                           times the portion of the Executive Officer's Base
                           Salary which is represented by the Target Incentive
                           Award in the event that the beginning Bank Balance is
                           positive or zero, and .75 times the portion of the
                           Executive Officer's Base Salary which is represented
                           by the Target Incentive Award in the event that the
                           beginning Bank Balance is negative.


                                       10
<PAGE>



                  4.       Annual Allocation. Each Executive Officer's
                           Extraordinary Bonus Accrual or negative Accrued Bonus
                           is credited or debited to the Bonus Bank maintained
                           for that Executive Officer. Such Annual Allocation
                           will occur as soon as administratively feasible after
                           the end of each Plan Year. Although a Bonus Bank may,
                           as a result of negative Accrual Bonuses have a
                           deficit, no Executive Officer shall be required, at
                           any time, to reimburse his/her Bonus Bank.

                  5.       "Available Balance" means the Bank Balance at the
                           point in time immediately after the Annual Allocation
                           has been made.

                  6.       "Payout Percentage" means the percentage of the
                           Available Balance that may be paid out in cash to the
                           Participant. The Payout Percentage will equal 33%.

                  7.       "Bank Payout" means the amount of the Available
                           Balance that may be paid out in cash to the Executive
                           Officer for each Plan Year. The Bank Payout is
                           calculated as follows:

                             Bank Payout = Available Balance x Payout Percentage

                           The Bank Payout is subtracted from the Bank Balance.


                  8.       Treatment of Available Balance Upon Termination

                           (a)      Resignation or Termination With Cause.
                                    Executive Officers leaving voluntarily to
                                    accept employment elsewhere (including
                                    self-employment) or who are terminated with
                                    cause will forfeit their Available Balance.

                           (b)      Retirement, Death, Disability or Termination
                                    Without Cause. In the event of an Executive
                                    Officer's normal or early retirement under
                                    the STRATTEC SECURITY CORPORATION Retirement
                                    Plan, death, disability, or termination
                                    without cause, the Available Balance, less
                                    amounts required by law to be withheld for
                                    income tax and employment tax purposes shall
                                    be paid to the Executive Officer as soon as
                                    administratively feasible following the end
                                    of the Plan Year in which the termination
                                    for one of such events occurred.

                                       11
<PAGE>



                           (c)      For purposes of this Plan "cause" shall
                                    mean:

                                    1.      The willful and continued failure of
                                            a Participant to perform
                                            substantially the Participant's
                                            duties with the Company or one of
                                            its affiliates (other than any such
                                            failure resulting from incapacity
                                            due to physical or mental illness),
                                            after a written demand for
                                            substantial performance is delivered
                                            to the Participant by the Board or
                                            the Chief Executive Officer of the
                                            Company which specifically
                                            identifies the manner in which the
                                            Board or Chief Executive Officer
                                            believes that the Participant has
                                            not substantially performed the
                                            Participant's duties, or

                                    2.      The willful engaging by the
                                            Participant in illegal conduct or
                                            gross misconduct which is materially
                                            and demonstrably injurious to the
                                            Company.

                                            For purposes of this provision, no
                                            act or failure to act, on the part
                                            of the Participant, shall be
                                            considered "willful" unless it is
                                            done, or omitted to be done, by the
                                            Participant in bad faith or without
                                            reasonable belief that the
                                            Participant's action or omission was
                                            in the best interests of the
                                            Company. Any act, or failure to act,
                                            based upon authority given pursuant
                                            to a resolution duly adopted by the
                                            Board or upon the instructions of
                                            the Chief Executive Officer or a
                                            senior officer of the Company or
                                            based upon the advice of counsel for
                                            the Company shall be conclusively
                                            presumed to be done, or omitted to
                                            be done, by the Participant in good
                                            faith and in the best interests of
                                            the Company. The cessation of
                                            employment of the Participant shall
                                            not be deemed to be for cause unless
                                            and until there shall have been
                                            delivered to the Participant a copy
                                            of a resolution duly adopted by the
                                            affirmative vote of not less than
                                            three-quarters of the entire
                                            membership of the Board at a meeting
                                            of the Board called and held for
                                            such purpose (after reasonable
                                            notice is provided to the

                                       12
<PAGE>



                                            Participant and the Participant is
                                            given an opportunity, together with
                                            counsel, to be heard before the
                                            Board), finding that, in the good
                                            faith opinion of the Board, the
                                            Participant is guilty of the conduct
                                            described in subparagraph (I) or
                                            (ii) above, and specifying the
                                            particulars thereof in detail.

IX.      ADMINISTRATIVE PROVISIONS

         A.       Amendments. The Compensation Committee or full Board of
                  Directors of the Company shall have the right to amend or
                  restate the Plan at any time from time to time. The Company
                  reserves the right to suspend or terminate the Plan at any
                  time. No such modification, amendment, suspension, or
                  termination may, without the consent of any affected
                  participants (or beneficiaries of such participants in the
                  event of death), reduce the rights of any such participants
                  (or beneficiaries, as applicable) to a payment or distribution
                  already earned under Plan terms in effect prior to such
                  change. The provisions of the Plan as in effect at the time of
                  a Participant's termination of employment shall control as to
                  that Participant, unless otherwise specified in the Plan.

         B.       Authority to Act. The Compensation Committee or full Board of
                  Directors may act on behalf of the Company for purposes of the
                  Plan.

         C.       Interpretation of Plan. Any decision of the Compensation
                  Committee with respect to any issues concerning individuals
                  selected for awards, the amounts, terms, form and time of
                  payment of awards, and interpretation of any Plan guideline,
                  definition, or requirement shall be final and binding.

         D.       Effect of Award on Other Employee Benefits. By acceptance of a
                  bonus award, each recipient agrees that such award is special
                  additional compensation and that it will not affect any
                  employee benefit, e.g., life insurance, etc., in which the
                  recipient participates, except as provided in paragraph
                  E. below.

         E.       Retirement Programs. Awards made under this Plan shall be
                  included in the employee's compensation for purposes of the
                  STRATTEC SECURITY CORPORATION Retirement Plan and

                                       13
<PAGE>



                  STRATTEC SECURITY CORPORATION Employee Savings Investment
                  Plan.

         F.       Right to Continued Employment; Additional Awards. The receipt
                  of a bonus award shall not give the recipient any right to
                  continued employment, and the right and power to dismiss any
                  employee is specifically reserved to the Company. In addition,
                  the receipt of a bonus award with respect to any Plan Year
                  shall not entitle the recipient to an award with respect to
                  any subsequent Plan Year.


X.       MISCELLANEOUS

         A.       Indemnification. The Compensation Committee shall not be
                  liable for, and shall be indemnified and held harmless by the
                  Company from any loss, cost, liability, or expense that may be
                  imposed upon or reasonably incurred in connection with any
                  claim, action, suit, or proceeding to which the Compensation
                  Committee may be a party by reason of any action taken or
                  failure to act under this Plan. The foregoing right of
                  indemnification shall not be exclusive of any other rights of
                  indemnification to which such person(s) may be entitled under
                  the Company's Certificate of Incorporation of By-Laws, as a
                  matter of law, or otherwise, or any power that the Company may
                  have to indemnify such person(s) or hold such person(s)
                  harmless.

         B.       Expenses of the Plan. The expenses of administering this Plan
                  shall be borne by the Company.

         C.       Withholding Taxes. The Company shall have the right to deduct
                  from all payments under this Plan any Federal or state taxes
                  required by law to be withheld with respect to such payments.

         D.       Governing Law. This Plan shall be construed in accordance with
                  and governed by the laws of the State of Wisconsin.

                                       14
<PAGE>




                                    EXHIBIT A



                  The Senior Managers and corresponding Target Incentive Awards
referenced in Section V.B. are as follows:

                                                 Target Incentive Award
                 Senior Manager                      (% of Base Pay)
                 --------------                      ---------------


                                       1