THE MARCUS CORPORATION 

2004 EQUITY INCENTIVE
PLAN





Section 1.     Purpose and
History. 



        (a)    Purpose.
The purpose of The Marcus Corporation 2004 Equity Incentive Plan           (the “Plan”)
is to promote the best interests of The Marcus           Corporation (the “Company”)
and its shareholders by providing           Key Employees and Non-Employee Directors of
the Company and its Affiliates with           an opportunity to acquire a, or increase
their, proprietary interest in the           Company. It is intended that the Plan will
promote (i) continuity of management           and increased incentive and personal
interest in the welfare of the Company by           those Key Employees who are primarily
responsible for shaping and carrying out           the long-range plans of the Company
and securing the Company’s continued           growth and financial success and (ii)
the achievement of long-term growth and           financial success of the Company by
attracting and retaining Non-Employee           Directors of outstanding competence and
by better aligning the personal           financial interests of Non-Employee Directors
to those of the Company’s           shareholders.  





        (b)    History.
Prior to the Effective Date of the Plan, the Company had in           effect the 1995
Incentive Plan and 1994 Director Plan, which were originally           effective
September 28, 1995 and September 29, 1994, respectively. Upon           shareholder
approval of the Plan, each of the 1995 Incentive Plan and 1994           Director Plan
will terminate and no new awards will be granted under such plans,           although
outstanding awards granted under the 1995 Incentive Plan and 1994           Director Plan
will continue to be subject to all terms and conditions of such           plan.  





Section 2.     Definitions. 



        As
used in the Plan, the following terms shall have the respective meanings set forth below:  





        (a)              “Affiliate” shall
mean any entity that, directly or through one           or more intermediaries, is
controlled by, controls, or is under common control           with, the Company.  





        (b)              “Award” shall
mean any Option, Stock Appreciation Right,           Restricted Stock or Performance
Share granted under the Plan to a Participating           Key Employee or Non-Employee
Director.  





        (c)              “Award
Agreement” shall mean any written agreement, contract or           other
instrument or document evidencing any Award granted under the Plan.  





        (d)              “Code” shall
mean the Internal Revenue Code of 1986, as amended           from time to time.  





        (e)              “Commission” shall
mean the Securities and Exchange Commission.  





        (f)              “Committee” shall
mean the Compensation Committee of the Board           of Directors of the Company (or
any other committee thereof designated by the           Board of Directors to administer
the Plan); provided, however, that the           Committee is composed of not less
than two directors, each of whom is a           “non-employee director” within
the meaning of Rule 16b-3.  



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        (g)              “Director” shall
mean any individual who is a member of the           Board of Directors.  





        (h)              “Effective
Date” shall have the meaning assigned in Section 9.  





        (i)              “Employee” shall
mean any full-time or part-time employee of           the Company or any of its
Affiliates. For purposes of the Plan, an individual           whose only employment
relationship with the Company or its Affiliates is as a           Director shall not be
deemed to be an Employee.  





        (j)              “Exchange
Act” shall mean the Securities Exchange Act of 1934,           as amended from
time to time.  





        (k)              “Fair
Market Value” shall mean, with respect to any property           (including,
without limitation, any Shares or other securities), the fair market           value of
such property determined by such methods or procedures as shall be           established
from time to time by the Committee.  





        (l)              “Incentive
Stock Option” shall mean an option granted under           Section 6(a)(i) of
the Plan that is intended to meet the requirements of Section           422 of the Code
(or any successor provision thereto).  





        (m)              “Key
Employee” shall mean any officer or other key employee of           the Company
or of any Affiliate who is responsible for or contributes to the           management,
growth or profitability of the business of the Company or any           Affiliate as
determined by the Committee in its discretion.  





        (n)              “Non-Employee
Director” shall mean any Director who is not           otherwise an Employee.  





        (o)              “Non-Qualified
Stock Option” shall mean an option granted under           Section 6(a) of the
Plan that is not intended to be an Incentive Stock Option.  





        (p)              “Option” shall
mean an Incentive Stock Option or a           Non-Qualified Stock Option.  





        (q)              “Participating
Key Employee” shall mean a Key Employee           designated to be granted an
Award under the Plan.  





        (r)              “Performance
Period” shall mean, in relation to Performance           Shares, any period for
which a performance goal or goals have been established.  




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        (s)              “Performance
Share” shall mean any right granted under Section           6(d) of the Plan
that will be paid out as a Share (which, in specified           circumstances, may be a
Share of Restricted Stock).  





        (t)              “Person” shall
mean any individual, corporation, partnership,           association, joint-stock
company, trust, unincorporated organization or           government or political
subdivision thereof.  





        (u)              “Restricted
Stock” shall mean any Share granted under Section           6(c) of the Plan or,
in specified circumstances, a Share paid in connection with           a Performance Share
under Section 6(e) of the Plan.  





        (v)              “Rule
16b-3” shall mean Rule 16b-3 as promulgated by the           Commission under
the Exchange Act, or any successor rule or regulation thereto.  





        (w)              “Shares” shall
mean shares of common stock of the Company, $1           par value, and such other
securities or property as may become subject to Awards           pursuant to an
adjustment made under Section 4(b) of the Plan.  





        (x)              “Stock
Appreciation Right” shall mean any right granted under           Section 6(b) of
the Plan.  





        (y)              “1994
Director Plan” shall mean The Marcus Corporation 1994           Nonemployee
Director Stock Option Plan.  





        (z)              “1995
Incentive Plan” shall mean The Marcus Corporation 1995           Equity
Incentive Plan.  





Section 3.    
Administration. 



        (a)    The
Committee. The Plan shall be administered by the Committee; provided, however, that
if at any time the Committee shall not be in           existence, the functions of the
Committee as specified in the Plan shall be           exercised by those members of the
Board of Directors of the Company who qualify           as “non-employee directors” under
Rule 16b-3.  





        (b)    Committee
Administration With Respect to Participating Key Employees.           With respect to
the Plan as it applies to Key Employees, and subject to the           terms of the Plan
and applicable laws and without limitation by reason of           enumeration, the
Committee shall have full discretionary power and authority to:           (i)
designate Participating Key Employees; (ii) determine the           type or
types of Awards to be granted to each Participating Key Employee under           the
Plan; (iii) determine the number of Shares to be covered by (or with
          respect to which payments, rights or other matters are to be calculated in
          connection with) Awards granted to Participating Key Employees; (iv)
          determine the terms and conditions of any Award granted to a Participating Key
          Employee; (v) determine whether, to what extent and under what
          circumstances Awards granted to Participating Key Employees may be settled or
          exercised in cash, Shares, other securities, other Awards or other property,
and           the method or methods by which Awards may be settled, exercised, canceled,
          forfeited or suspended; (vi) determine whether, to what extent and under
          what circumstances cash, Shares, other Awards and other amounts payable with
          respect to an Award granted to Participating Key Employees under the Plan shall
          be deferred either automatically or at the election of the holder thereof or of
          the Committee; (vii) interpret and administer the Plan and any
instrument           or agreement relating to, or Award made under, the Plan (including,
without           limitation, any Award Agreement); (viii) establish, amend,
suspend or           waive such rules and regulations and appoint such agents as it shall
deem           appropriate for the proper administration of the Plan; and (ix)
make any           other determination and take any other action that the Committee deems
necessary           or desirable for the administration of the Plan.  




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        (c)    Committee
Administration With Respect to Non-Employee Directors. With           respect to the
Plan as it applies to Non-Employee Directors, the Committee shall           have the full
power, discretion and authority to interpret and administer the           Plan in a
manner that is consistent with the Plan’s provisions; provided, however, that
in no event shall the Committee have the power to           determine eligibility to
participate in the Plan, or to determine the number,           the value, the vesting or
exercise period or the timing of Awards to be made           under the Plan to
Non-Employee Directors (all such determinations are automatic           pursuant to the
provisions of the Plan). Any action taken by the Committee with           respect to the
administration of the Plan as it applies to Non-Employee           Directors that would
violate Rule 16b-3 shall be null and void.  





        (d)    Decisions
Binding. Unless otherwise expressly provided in the Plan, all           designations,
determinations, interpretations and other decisions under or with           respect to
the Plan or any Award shall be within the sole discretion of the           Committee, may
be made at any time or from time to time, and shall be final,           conclusive and
binding upon all Persons, including the Company, any Affiliate,           any
Participating Key Employee, any Non-Employee Director, any holder or
          beneficiary of any Award, any shareholder and any employee of the Company or of
          any Affiliate.  





        (e)    Indemnification.
The Company will indemnify and hold harmless each member           of the Committee, and
each member of the Board of Directors that has           administered the Plan in the
absence of a Committee pursuant to Section 3(a), as           to any act done, or
determination made, with respect to the Plan or any Award to           the maximum extent
that the laws of the State of Wisconsin and the           Company’s bylaws permit.  





Section 4.     Shares
Available for Award. 



        (a)    Shares
Available. Subject to adjustment as provided in Section 4(b):  





	 	        (i)    Plan
Reserve. The number of Shares with respect to which Awards may be           granted
under the Plan shall be 200,000, plus the number of shares as described           in
Section 4(a)(iii). The number of Shares covered by an Award under the Plan,           or
to which such Award relates, shall be counted on the date of grant of such
          Award against the number of Shares available for granting Awards under the
Plan.  








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	 	        (ii)    Replenishment
of Shares Under this Plan. If any Award granted under the           Plan terminates,
expires, lapses or is cancelled for any reason without the           issuance of Shares
under the Award, the Shares relating to such Award shall           become automatically
available for issuance pursuant to other Awards under           Section 4(a)(i),
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           4(a)(i), but such
Shares may not be issued as Incentive Stock Options.  







	 	        (iii)    Addition
of Shares From Predecessor Plans. After the Effective Date of           the Plan, the
number of Shares available for issuance under this Plan, as           determined under
the first sentence of Section 4(a)(i), shall be increased by           (1) the number of
Shares that are not yet subject to an award, which would           otherwise be available
for issuance, under the 1995 Plan or 1994 Plan, if such           plans were still in
effect and (2) the number of Shares subject to awards           granted under the 1995
Plan or 1994 Plan that would again become available for           new grants under the
terms of the 1995 Plan or 1994 Plan, as applicable, if such           plans were still in
effect. Any such Shares will not be available for future           awards under the terms
of the 1995 Plan or 1994 Plan, as applicable.  







	 	        (iv)    Sources
of Shares Deliverable Under Awards. Any Shares delivered pursuant           to an
Award may consist, in whole or in part, of authorized and unissued Shares           or of
treasury Shares.  







        (b)    Adjustments.
In the event that the Committee shall determine that any           dividend or other
distribution (whether in the form of cash, Shares, other           securities or other
property), recapitalization, stock split, reverse stock           split, reorganization,
merger, consolidation, split-up, spin-off, combination,           repurchase or exchange
of Shares or other securities of the Company, issuance of           warrants or other
rights to purchase Shares or other securities of the Company,           or other similar
corporate transaction or event affects the Shares such that an           adjustment is
determined by the Committee to be appropriate in order to prevent           dilution or
enlargement of the benefits or potential benefits intended to be           made available
under the Plan, then the Committee may, in such manner as it may           deem
equitable, adjust any or all of (i) the number and type of Shares
          subject to the Plan and which thereafter may be made the subject of Awards
under           the Plan; (ii) the number and type of Shares subject to
outstanding           Awards; and (iii) the grant, purchase or exercise price with
respect to           any Award, or, if deemed appropriate, make provision for a cash
payment to the           holder of an outstanding Award; provided, however, in
each case, that           with respect to Awards of Incentive Stock Options, no such
adjustment shall be           authorized to the extent that such authority would cause
the Plan to violate           Section 422(b) of the Code (or any successor provision
thereto); and provided           further that the number of Shares subject to any
Award payable or           denominated in Shares shall always be a whole number.  





Section 5.     Eligibility. 



        (a)    Key
Employees. Any Key Employee, including any executive officer or an           Employee
who is also a Director of the Company or of any Affiliate, who is not a           member
of the Committee shall be eligible to be designated a Participating Key
          Employee. Except as provided in Section 5(b), Stephen H. Marcus, Diane Marcus
          Gershowitz and any other person who beneficially owns, directly or indirectly
          (taking into account stock ownership attributed to such person pursuant to
          Section 425(d) of the Code), stock possessing more than five percent (5%) of
the           total combined voting power of all classes of stock of the Company or of
any           Affiliate of the Company shall not be eligible to receive Awards under the
Plan.  




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        (b)    Non-Employee
Directors. Any Non-Employee Director is eligible to receive           an Award of
Options pursuant to Section 6(a)(ii).  





Section 6.      Awards. 



        (a)    Key
Employee and Non-Employee Director Options.  





	 	        (i)    Discretionary
Option Awards. The Committee is hereby authorized to grant           Options to Key
Employees with the terms and conditions as set forth below and           with such
additional terms and conditions, in either case not inconsistent with           the
provisions of the Plan, as the Committee shall determine in its discretion.  







	 	        (1)    Exercise
Price. The exercise price per Share of an Option granted           pursuant to
Section 6(a)(i) shall be determined by the Committee; provided,           however, that
such exercise price shall not be less than the Fair Market           Value of a Share on
the date of grant of such Option.  







	 	        (2)    Option
Term. The term of each Option shall be fixed by the Committee; provided, however, that
in no event shall the term of any Option exceed a           period of ten years from the
date of its grant.  







	 	        (3)    Incentive
Stock Options. The terms of any Incentive Stock Option granted           under the
Plan shall comply in all respects with the provisions of Section 422           of the
Code (or any successor provision thereto) and any regulations promulgated
          thereunder. Notwithstanding any provision in the Plan to the contrary, no
          Incentive Stock Option may be granted hereunder after the tenth anniversary of
          the adoption of the Plan by the Board of Directors of the Company.  







	 	        (ii)    AutomaticNon-Qualified
StockOption Awards to Non-Employee           Directors.  







	 	        (1)    Initial
Awards. On the date of initial election or initial appointment of           a
Non-Employee Director during the term of the Plan, each such Non-Employee
          Director shall be automatically granted a Non-Qualified Stock Option to
purchase           1,000 Shares.  







	 	        (2)    Annual
Awards. On the final day of each fiscal year of the Company during           the term
of the Plan, each then serving Non-Employee Director shall be           automatically
granted a Non-Qualified Stock Option to purchase 500 Shares.  







	 	        (3)    Limitation
on Awards. Other than the automatic Non-Qualified Stock Option           grants
provided in Section 6(a)(ii)(1) and Section 6(a)(ii)(2), no additional           Awards
shall be granted to Non-Employee Directors under the Plan.  








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	 	        (4)    Exercise
Price. The exercise price per Share available for purchase under           a
Non-Qualified Stock Option granted pursuant to Section 6(a)(ii) shall equal           the
Fair Market Value of a Share on the date of grant of such Non-Qualified           Stock
Option.  







        (b)    Stock
Appreciation Right Awards. The Committee is hereby authorized to           grant
Stock Appreciation Rights to Key Employees. Subject to the terms of the           Plan
and any applicable Award Agreement, a Stock Appreciation Right granted           under
the Plan shall confer on the holder thereof a right to receive for each           one
Share to which to the Stock Appreciation Right relates, upon exercise           thereof,
the excess of (i) the Fair Market Value of such Share on the           date of
exercise over (ii) the grant price of the Stock Appreciation           Right as
specified by the Committee, which shall not be less than the Fair           Market Value
of one Share on the date of grant of the Stock Appreciation Right.           Subject to
the terms of the Plan, the grant price, term, the number of Shares to           which the
Stock Appreciation Right relates, methods of exercise, methods of           settlement
(including whether the Participating Key Employee will be paid in           cash, Shares,
other securities, other Awards, or other property or any           combination thereof),
and any other terms and conditions of any Stock           Appreciation Right shall be as
determined by the Committee in its discretion.           The Committee may impose such
conditions or restrictions on the exercise of any           Stock Appreciation Right as
it may deem appropriate, including, without           limitation, restricting the time of
exercise of the Stock Appreciation Right to           specified periods as may be
necessary to satisfy the requirements of Rule 16b-3.  





        (c)    Restricted
Stock Awards.  





	 	        (i)    Issuance.
The Committee is hereby authorized to grant Awards of           Restricted Stock to Key
Employees.  







	 	        (ii)    Restrictions.
Shares of Restricted Stock granted to Participating Key           Employees shall be
subject to such restrictions as the Committee may impose in           its discretion
(including, without limitation, any limitation on the right to           vote a Share of
Restricted Stock or the right to receive any dividend or other           right or
property), which restrictions may lapse separately or in combination at           such
time or times, in such installments or otherwise, as the Committee may deem
          appropriate in its discretion.  







	 	        (iii)    Registration.
Any Restricted Stock granted under the Plan to a           Participating Key Employee may
be evidenced in such manner as the Committee may           deem appropriate in its
discretion, including, without limitation, book-entry           registration or issuance
of a stock certificate or certificates. In the event           any stock certificate is
issued in respect of Shares of Restricted Stock granted           under the Plan to a
Participating Key Employee, such certificate shall be           registered in the name of
the Participating Key Employee and shall bear an           appropriate legend (as
determined by the Committee) referring to the terms,           conditions and
restrictions applicable to such Restricted Stock.  







	 	        (iv)    Payment
of Restricted Stock. At the end of the applicable restriction           period
relating to Restricted Stock granted to a Participating Key Employee, one           or
more stock certificates for the appropriate number of Shares, free of
          restrictions imposed under the Plan, shall be delivered to the Participating
Key           Employee or, if the Participating Key Employee received stock certificates
          representing the Restricted Stock at the time of grant, the legends placed on
          such certificates shall be removed.  








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	 	        (v)    Forfeiture.
Except as otherwise determined by the Committee in its           discretion, upon
termination of employment of a Participating Key Employee (as           determined under
criteria established by the Committee in its discretion) for           any reason during
the applicable restriction period, all Shares of Restricted           Stock still subject
to restriction shall be forfeited by the Participating Key           Employee; provided,
however, that the Committee may, when it finds that a           waiver would be in
the best interests of the Company, waive in whole or in part           any or all
remaining restrictions with respect to Shares of Restricted Stock           held by a
Participating Key Employee.  







        (d)    Performance
Share Awards.  





	 	        (i)    Issuance.
The Committee is hereby authorized to grant Awards of           Performance Shares to Key
Employees.  







	 	        (ii)    Performance
Goals and Other Terms. The Committee shall determine in its           discretion the
Performance Period, the performance goal or goals to be achieved           during any
Performance Period, the proportion of payments, if any, to be made           for
performance between the minimum and full performance levels, the           restrictions
applicable to Shares of Restricted Stock received upon payment of           Performance
Shares if Performance Shares are paid in such manner, and any other           terms,
conditions and rights relating to a grant of Performance Shares.           Performance
goals established by the Committee may be based on one or more           measures such as
return on shareholders’ equity, earnings or any other           standard or
standards deemed relevant by the Committee, measured internally or           relative to
other organizations and before or after extraordinary items.  







	 	        (iii)    Rights
and Benefits During the Performance Period. The Committee may           provide that,
during a Performance Period, a Participating Key Employee shall be           paid cash
amounts, with respect to each Performance Share held by such           Participating Key
Employee, in the same manner, at the same time, and in the           same amount paid, as
a cash dividend on a Share. Participating Key Employees           shall have no voting
rights with respect to Performance Shares held by them.  







	 	        (iv)    Adjustments
with Respect to Performance Shares. Any other provision of           the Plan to the
contrary notwithstanding, the Committee may in its discretion at           any time or
from time to time adjust performance goals (up or down) and minimum           or full
performance levels (and any intermediate levels and proportion of           payments
related thereto), adjust the manner in which performance goals are           measured, or
shorten any Performance Period or waive in whole or in part any or           all
remaining restrictions with respect to Shares of Restricted Stock issued in
          payment of Performance Shares, if the Committee determines that conditions,
          including, without limitation, changes in the economy, changes in competitive
          conditions, changes in laws or governmental regulations, changes in generally
          accepted accounting principles, changes in the Company’s accounting
          policies, acquisitions or dispositions by the Company or its Affiliates, or the
          occurrence of other unusual, unforeseen or extraordinary events, so warrant.  








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	 	        (v)    Payment
of Performance Shares. As soon as is reasonably practicable           following the
end of the applicable Performance Period, one or more certificates           representing
the number of Shares equal to the number of Performance Shares           payable shall be
registered in the name of and delivered to the Participating           Key Employee; provided,
however, that any Shares of Restricted Stock           payable in connection with
Performance Shares shall, pending the expiration,           lapse, or waiver of the
applicable restrictions, be evidenced in the manner as           set forth in Section
6(c)(iii) hereof.  







        (e)    General.  





	 	        (i)    No
Cash Consideration for Awards.  







	 	        (1)    Participating
Key Employees. Awards shall be granted to Participating Key           Employees for
no cash consideration unless otherwise determined by the           Committee.  







	 	        (2)    Non-Employee
Directors. Awards shall be granted to Non-Employee Directors           for no cash
consideration.  







	 	        (ii)    Award
Agreements. Each Award granted under the Plan to a Participating           Key
Employee or Non-Employee Director shall be evidenced by an Award Agreement           in
such form (consistent with the terms of the Plan) as shall have been approved
          by the Committee.  







	 	        (iii)    Awards
May Be Granted Separately or Together. Awards to Participating Key
          Employees under the Plan may be granted either alone or in addition to, in
          tandem with, or in substitution for, any other Award or any award granted under
          any other plan of the Company or any Affiliate. Awards granted in addition to,
          or in tandem with, other Awards, or in addition to, or in tandem with, awards
          granted under any other plan of the Company or any Affiliate, may be granted
          either at the same time as or at a different time from the grant of such other
          Awards or awards.  







	 	        (iv)    Forms
of Payment Under Awards. Subject to the terms of the Plan and of           any
applicable Award Agreement, payments or transfers to be made by the Company           or
an Affiliate upon the grant, exercise or payment of an Award to a           Participating
Key Employee may be made in such form or forms as the Committee           shall
determine, and may be made in a single payment or transfer, in           installments, or
on a deferred basis, in each case in accordance with rules and           procedures
established by the Committee in its discretion. Such rules and           procedures may
include, without limitation, provisions for the payment or           crediting of
interest on installment or deferred payments.  








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	 	        (v)    Method
of Exercise.  







	 	        (1)    Participating
Key Employees. The Committee shall determine the method or           methods by
which, and the form or forms, including, without limitation, cash,           Shares,
other securities, other Awards, other property or any combination           thereof,
having a Fair Market Value on the exercise date equal to the relevant           exercise
price, in which payment of the exercise price with respect to any Award           may be
made or deemed to have been made. Unless the Committee determines that it           would
not be in the interests of the Company to do so, the total exercise price           of
any Award shall be payable to the Company in full either (a) in cash; (b) by
          tendering previously acquired Shares having a Fair Market Value at the time of
          exercise equal to the total exercise price (provided that the Shares tendered
          upon exercise of an Award to satisfy the total exercise price have been held by
          the Participating Key Employee for at least six months prior to their tender);
          or (c) by a combination of (a) and (b).  







	 	        (2)    Non-Employee
Directors. Non-Qualified Stock Options shall be exercised by           the delivery
of a written notice of exercise to the Secretary of the Company,           setting forth
the number of Shares with respect to which the Non-Qualified Stock           Option is to
be exercised, accompanied by full payment for the Shares. The total           exercise
price upon exercise of any Non-Qualified Stock Option shall be payable           to the
Company in full either (a) in cash; (b) by tendering previously acquired           Shares
having a Fair Market Value at the time of exercise equal to the total           exercise
price (provided that the Shares tendered upon exercise of the           Non-Qualified
Stock Option to satisfy the total exercise price have been held by           the
Non-Employee Director for at least six months prior to their tender); or (c)           by
a combination of (a) and (b).  







	 	        (vi)    Restrictions
on Share Transferability. Shares acquired pursuant to the           exercise of an
Option under the Plan shall be subject to applicable restrictions           under
applicable federal securities laws, under the requirements of any national
          securities exchange or market upon which such Shares are then listed and/or
          traded, and under any blue sky or state securities laws applicable to such
          Shares.  







	 	        (vii)    Non-Transferability
of Awards. Each Award granted under the Plan shall           not be transferable
other than by will or the laws of descent and distribution           except that a
Participating Key Employee or Non-Employee Director may, to the           extent allowed
by the Committee and in a manner specified by the Committee or           the Award
Agreement, (a) designate in writing a beneficiary to exercise the           Award after
the Participating Key Employee’s or Non-Employee           Director’s death, as
the case may be, and (b) transfer any Award.  







	 	        (viii)    Term
of Awards.  







	 	        (1)    Participating
Key Employees. Except as otherwise provided in the Plan,           the term of each
Award granted to a Participating Key Employee shall commence on           such date and
be for such period as shall be determined by the Committee.  







	 	        (2)    Non-Employee
Directors. Non-Employee Directors shall be entitled to           exercise
Non-Qualified Stock Options granted pursuant to Section 6(a)(ii) in           whole or in
part at any time and from time beginning immediately after the date           of the
grant of the Non-Qualified Stock Option and ending on the date that is           the
earlier of (a) the date that is ten years from the date of the grant of the
          Non-Qualified Stock Option or (b) the date that is six months after the
          termination of such Non-Employee Director’s service for any reason.  








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	 	        (ix)    Share
Certificates; Representation. In addition to the restrictions           imposed
pursuant to Section 6(c) and Section 6(d) hereof, all certificates for           Shares
delivered under the Plan pursuant to any Award or the exercise thereof           shall be
subject to such stop transfer orders and other restrictions as the           Committee
may deem advisable under the Plan or the rules, regulations and other
          requirements of the Commission, New York Stock Exchange or any other stock
          exchange or other market upon which such Shares are then listed or traded, and
          any applicable federal or state securities laws, and the Committee may cause a
          legend or legends to be put on any such certificates to make appropriate
          reference to such restrictions. The Committee may require each Participating
Key           Employee, Non-Employee Director or other Person who acquires Shares under
the           Plan by means of an Award originally made to a Participating Key Employee
or           Non-Employee Director to represent to the Company in writing that such
          Participating Key Employee, Non-Employee Director or other Person is acquiring
          the Shares without a view to the distribution thereof.  







Section 7.    
       Amendment and Termination of the Plan; Correction of Defects and Omissions. 



        (a)    Amendments
to and Termination of the Plan. The Board of Directors of the           Company may
at any time amend, alter, suspend, discontinue or terminate the           Plan; provided,
however, that shareholder approval of any amendment of           the Plan shall also
be obtained if otherwise required by (i) the Code or any           rules promulgated
thereunder (in order to allow for Incentive Stock Options to           be granted under
the Plan) or (ii) the listing requirements of the New York           Stock Exchange or
any other principal securities exchange or market on which the           Shares are then
traded (in order to maintain the listing of the Shares thereon).           Termination of
the Plan shall not affect the rights of Participating Key           Employees or
Non-Employee Directors with respect to Awards previously granted to           them, and
all unexpired Awards shall continue in force and effect after           termination of
the Plan except as they may lapse or be terminated by their own           terms and
conditions.  





        (b)    Correction
of Defects, Omissions and Inconsistencies. The Committee may           in its
discretion correct any defect, supply any omission or reconcile any
          inconsistency in any Award or Award Agreement in the manner and to the extent
it           shall deem desirable to carry the Plan into effect.  





Section 8.     General
Provisions. 



        (a)    No
Rights to Awards. No Key Employee, Participating Key Employee or other
          Person shall have any claim to be granted any Award under the Plan, and there
is           no obligation for uniformity of treatment of Key Employees, Participating
Key           Employees or holders or beneficiaries of Awards under the Plan. The terms
and           conditions of Awards need not be the same with respect to each
Participating Key           Employee.  




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        (b)    Withholding.
No later than the date as of which an amount first becomes           includable in the
gross income of a Participating Key Employee for federal           income tax purposes
with respect to any Award under the Plan, the Participating           Key Employee shall
pay to the Company, or make arrangements satisfactory to the           Company regarding
the payment of, any federal, state, local or foreign taxes of           any kind required
by law to be withheld with respect to such amount. Unless           otherwise determined
by the Committee, withholding obligations arising with           respect to Awards to
Participating Key Employees under the Plan may be settled           with Shares
previously owned by the Participating Key Employee; provided,           however,
that the Participating Key Employee may not settle such obligations           with Shares
that are part of, or are received upon exercise of, the Award that           gives rise
to the withholding requirement. The obligations of the Company under           the Plan
shall be conditional on such payment or arrangements, and the Company           and any
Affiliate shall, to the extent permitted by law, have the right to           deduct any
such taxes from any payment otherwise due to the Participating Key           Employee.
The Committee may establish such procedures as it deems appropriate           for the
settling of withholding obligations with Shares.  





        (c)    No
Limit on Other Compensation Arrangements. Nothing contained in the           Plan
shall prevent the Company or any Affiliate from adopting or continuing in
          effect other or additional compensation arrangements, and such arrangements may
          be either generally applicable or applicable only in specific cases.  





        (d)    Rights
and Status of Recipients of Awards. The grant of an Award shall           not be
construed as giving a Participating Key Employee or Non-Employee Director           the
right to be retained in the employ of the Company or any Affiliate, or the
          right to continue as a Director. Further, the Company or any Affiliate may at
          any time dismiss a Participating Key Employee or Non-Employee Director from
          employment or service, free from any liability, or any claim under the Plan,
          unless otherwise expressly provided in the Plan or in any Award Agreement.
          Except for rights accorded under the Plan and under any applicable Award
          Agreement, Participating Key Employees and Non-Employee Directors shall have no
          rights as holders of Shares as a result of the granting of Awards hereunder.  





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





        (f)    Governing
Law. The validity, construction and effect of the Plan and any           rules and
regulations relating to the Plan shall be determined in accordance           with the
internal laws of the State of Wisconsin and applicable federal law. Any           legal
action or proceeding with respect to the Plan, any Award or any Award
          Agreement, may 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.  




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





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





        (i)    No
Fractional Shares. No fractional Shares or other securities shall be           issued
or delivered pursuant to the Plan, any Award Agreement or any Award, and           the
Committee shall determine (except as otherwise provided in the Plan) whether
          cash, other securities or other property shall be paid or transferred in lieu
of           any fractional Shares or other securities, or whether such fractional Shares
or           other securities or any rights thereto shall be canceled, terminated or
          otherwise eliminated.  





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





Section 9.     Effective
Date of the Plan. 



        The
Plan shall be effective as of the date the Plan is adopted by the shareholders (“Effective
Date”), provided such shareholder approval of the Plan is within 12 months
following the date of adoption of the Plan by the Board of Directors, and all Awards
granted under the Plan prior to the date of shareholder approval shall be subject to such
approval and the effective date of such Award grants shall be deemed to be the date of
such shareholder approval.  





Section 10.     Term
of the Plan. 



        No
Award shall be granted under the Plan following the tenth anniversary of its Effective
Date. However, unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such date and, to the extent
set forth in the Plan, the authority of the Committee to amend, alter, adjust, suspend,
discontinue or terminate any such Award, or to waive any conditions or restrictions with
respect to any such Award, and the authority of the Board of Directors of the Company to
amend the Plan, shall extend beyond such date.  







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