BANTA CORPORATION
2005
 EQUITY INCENTIVE PLAN 



Section 1.     Purpose  



        The
purpose of the Banta Corporation 2005 Equity Incentive Plan (the “Plan”), is to
promote the best interests of Banta Corporation (together with any successor thereto, the
“Company”) and its shareholders by providing key employees of the Company and
its Affiliates (as defined below) and members of the Company’s Board of Directors who
are not employees of the Company or its Affiliates with an opportunity to acquire a
proprietary interest in the Company. It is intended that the Plan will promote continuity
of management and increased incentive and personal interest in the welfare of the Company
by those key employees who are primarily responsible for shaping and carrying out the
long-range plans of the Company and securing the Company’s continued growth and
financial success. In addition, by encouraging stock ownership by directors who are not
employees of the Company or its Affiliates, the Company seeks to attract and retain on its
Board of Directors persons of exceptional competence and to provide a further incentive to
serve as a director of the Company. 



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 or Restricted Stock granted
under the Plan.  




        (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 United States Securities and Exchange Commission or
any successor  agency.  




        (f) “Committee”
 shall mean a committee  of the Board of Directors  of the Company  designated  by  such
Board to administer the Plan and composed of not less than two directors, each of whom is
a “non-employee director for purposes of Section 16” within the meaning of Rule
16b-3 and each of whom is an “outside director” within the meaning of Section
162(m)(4)(C) of the Code (or any successor provision thereto).  




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












        (h) “Excluded Items”
shall mean any items which the Committee determines shall be excluded in fixing
Performance Goals, such as any gains or losses from discontinued operations, any
extraordinary gains or losses and the effects of accounting changes. 



        (i) “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. 



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



        (k) “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.  




        (l) “Non-Employee
Director” shall mean any member of the Company’s Board of Directors who is not
an employee of the Company or of any Affiliate. 



        (m) “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 and shall mean any option granted to a
Non-Employee Director under Section 6(b) of the Plan. 



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



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



        (p) “Performance
 Goals”  shall mean the  following  (in all cases after  excluding  the impact of
 applicable Excluded Items):  




	 	        (i) Return
on equity for the Performance Period for the Company on a consolidated basis.  







	 	        (ii) Return
 on  investment  for  the  Performance  Period  (aa)  for  the  Company  on  a
 consolidated basis, (bb) for any one or more Affiliates or divisions of the Company
and/or (cc) for any other business unit or units of the Company as defined by the
Committee at the time of selection.  







	 	        (iii) Return
 on  net  assets  for  the  Performance  Period  (aa)  for  the  Company  on a
consolidated basis, (bb) for any one or more Affiliates or divisions of the Company
and/or (cc) for any other business unit or units of the Company as defined by the
Committee at the time of selection.  







	 	        (iv) Economic
 value added (as defined by the Committee at the time of selection)  for the Performance
Period (aa) for the Company on a consolidated basis, (bb) for any one or more Affiliates
or divisions of the Company and/or (cc) for any other business unit or units of the
Company as defined by the Committee at the time of selection.  








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	 	        (v) Earnings
 from  operations  for the  Performance  Period  (aa) for the  Company  on a consolidated
basis, (bb) for any one or more Affiliates or divisions of the Company and/or (cc) for
any other business unit or units of the Company as defined by the Committee at the time
of selection.  







	 	        (vi) Pre-tax
 profits for the  Performance  Period (aa) for the Company on a  consolidated basis, (bb)
for any one or more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at the time of
selection.  







	 	        (vii) Net
 earnings  for the  Performance  Period  (aa) for the  Company on a  consolidated basis,
(bb) for any one or more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at the time of
selection.  







	 	        (viii) Net
earnings per Share for the  Performance  Period for the Company on a consolidated  basis.  







	 	        (ix) Working
 capital as a percent of net sales for the  Performance  Period  (aa) for the Company on
a consolidated basis, (bb) for any one or more Affiliates or divisions of the Company
and/or (cc) for any other business unit or units of the Company as defined by the
Committee at the time of selection.  







	 	        (x) Net
cash provided by operating activities for the Performance Period (aa) for the Company on
a consolidated basis, (bb) for any one or more Affiliates or divisions of the Company
and/or (cc) for any other business unit or units of the Company as defined by the
Committee at the time of selection.  







	 	        (xi) Market
price per Share for the Performance Period.  







	 	        (xii) Total
 shareholder   return  for  the  Performance   Period  for  the  Company  on  a
 consolidated basis.  







        (q) “Performance
 Period”  shall mean any period  for which a  Performance  Goal or Goals  have been
established; provided, however, that such period shall not be less than one year.  




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



        (s) “Released
 Securities”  shall  mean  Shares of  Restricted  Stock  with  respect  to which all
 applicable restrictions have expired, lapsed, or been waived.  




        (t) “Restricted
 Securities”  shall mean Awards of  Restricted  Stock or other  Awards under which
 issued and outstanding Shares are held subject to certain restrictions.  




        (u) “Restricted
Stock” shall mean any Share granted under Section 6(d) of the Plan. 




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        (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,  $.10 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(c) of the Plan. 



Section 3.     Administration  



        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 a committee consisting of those members of the Board of
Directors of the Company who qualify as “non-employee directors for purposes of
Section 16” under Rule 16b-3 and as “outside directors” under Section
162(m)(4)(C) of the Code (or any successor provision thereto). To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of the
Company any or all of the authority and responsibility of the Committee with respect to
the Plan, other than with respect to Persons who are subject to Section 16 of the Exchange
Act. To the extent the Committee has so delegated to one or more executive officers the
authority and responsibility of the Committee, all references to the Committee herein
shall include such officer or officers. Subject to the terms of the Plan and without
limitation by reason of enumeration, the Committee shall have full 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, cancelled, 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. 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, 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. Notwithstanding the
foregoing, Awards to Non-Employee Directors under the Plan shall be automatic and the
amount and terms of such Awards shall be determined as provided in Section 6(b) of the
Plan. 




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Section 4.     Shares
Available for Award  



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




	 	        (i) Number
of Shares Available. The number of Shares with respect to which Awards may be granted
under the Plan shall be 3,500,000. If, after the effective date of the Plan, any Shares
covered by an Award granted under the Plan, or to which any Award relates, are forfeited
or if an Award otherwise terminates, expires or is cancelled prior to the delivery of all
of the Shares or of other consideration issuable or payable pursuant to such Award, then
the number of Shares counted against the number of Shares available under the Plan in
connection with the grant of such Award, to the extent of any such forfeiture,
termination, expiration or cancellation, shall again be available for granting of
additional Awards under the Plan. Upon payment in Shares pursuant to the exercise of a
Stock Appreciation Right, the number of shares available for issuance under the Plan
shall be reduced by the total number of shares with respect to which the Stock
Appreciation Right is exercised and not only by the number of Shares actually issued in
such payment.  







	 	        (ii) Limitations
 on Awards to  Individual  Participants.  No  Participating  Key Employee shall be
granted, during any calendar year, Options for more than 300,000 Shares, Stock
Appreciation Rights with respect to more than 50,000 Shares and/or more than 50,000
Shares of Restricted Stock under the Plan. Such number of Shares as specified in the
preceding sentence shall be subject to adjustment in accordance with the terms of Section
4(b) hereof. In all cases, determinations under this Section 4(a)(ii) shall be made in a
manner that is consistent with the exemption for performance-based compensation provided
by Section 162(m) of the Code (or any successor provision thereto) and any regulations
promulgated thereunder.  







	 	        (iii) Accounting
 for Awards.  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.  







	 	        (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. Notwithstanding the foregoing, Non-Qualified Stock
          Options subject to grant or previously granted to Non-Employee Directors under
          Section 6(b) of the Plan at the time of any event described in the preceding
          sentence shall be subject to only such adjustments as shall be necessary to
          maintain the relative proportionate interest represented thereby immediately
          prior to any such event and to preserve, without exceeding, the value of such
          Options.  





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Section 5.     Eligibility 



        Any
Key Employee, including any executive officer or employee-director of the Company or of
any Affiliate, shall be eligible to be designated a Participating Key Employee. All
Non-Employee Directors shall receive Awards of Non-Qualified Stock Options as provided in
Section 6(b). 



Section 6.     Awards 



        (a) Option
Awards to Key Employees. 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. 



	 	        (i) Exercise
Price. The exercise price per Share of an Option granted pursuant to this Section
6(a) shall be determined by the Committee; provided, however, that such exercise
price shall not be less than 100% of the Fair Market Value of a Share on the date of
grant of such Option.  







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







	 	        (iii) Exercisability
 and Method of Exercise.  An Option shall become  exercisable  in such manner and within
such period or periods and in such installments or otherwise as shall be determined by
the Committee. The Committee also shall determine the method or methods by which, and the
form or forms, including, without limitation, cash, Shares, other securities, other
Awards, or 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 Option may be made or deemed to have been made.  







	 	        (iv) 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 January 24, 2015.  








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        (b) Non-Qualified
Stock Option Awards to Non-Employee Directors.  




	 	        (i) Eligibility.               Each
Non-Employee Director shall automatically be granted Non-Qualified Stock
               Options under the Plan in the manner set forth in this Section 6(b). A
               Non-Employee Director may hold more than one Non-Qualified Stock Option,
but                only on the terms and subject to any restrictions set forth herein.  







	 	        (ii) Grant
of Options to Newly-Elected Non-Employee Directors. Any Person who is first elected
as a Non-Employee Director after the effective date of the Plan shall, on the date of
such election, automatically be granted a Non-Qualified Stock Option to purchase 6,000
Shares (which number of Shares shall be subject to adjustment in the manner provided in
Section 4(b) hereof).  







	 	        (iii) Annual
Option Grants to  Non-Employee  Directors.  Beginning  with the annual meeting of
shareholders next succeeding the annual meeting at which the Plan is approved by
shareholders, each Non-Employee Director (if he or she continues to serve in such
capacity) shall, on the day following the annual meeting of shareholders in each year
during the time the Plan is in effect, automatically be granted a Non-Qualified Stock
Option to purchase 3,000 Shares (which number of Shares shall be subject to adjustment in
the manner provided in Section 4(b) hereof); provided, however, that a Person who
is first elected as a Non-Employee Director on the date of an annual meeting of
shareholders and who receives on that date a Non-Qualified Stock Option pursuant to
Section 6(b)(ii) hereof shall not be eligible to begin to receive grants pursuant to this
Section 6(b)(iii) until the day following the next succeeding annual meeting of
shareholders.  







	 	        (iv) Grant
Limitation.  Notwithstanding  the provisions of Sections 6(b)(ii) and 6(b)(iii) hereof,
Non-Qualified Stock Options shall be automatically granted to Non-Employee Directors
under the Plan only for so long as the Plan remains in effect and a sufficient number of
Shares are available hereunder for the granting of such Options.  







	 	        (v) Exercise
 Price.  The  exercise  price  per Share for a  Non-Qualified  Stock  Option granted to a
Non-Employee Director under the Plan shall be equal to 100% of the “market value” of
a Share on the date of grant of such Option. The “market value”of a Share on
the date of grant to the Non-Employee Director shall be the closing price per Share for
the Shares on the New York Stock Exchange on the trading date next preceding the date of
grant, or if no trading occurred on the trading date next preceding the date on which the
Non-Qualified Stock Option is granted, then the “market value” per Share shall
be determined with reference to the next preceding date on which the Shares were traded.  







	 	        (vi) Exercisability
 and  Termination of Options.  Non-Qualified  Stock Options granted to Non-Employee
Directors under the Plan shall become exercisable six months following the date of grant;
provided, however, that if a Non-Employee Director ceases to be a director of the
Company by reason of death, disability or retirement within six months after the date of
grant, the Option shall become immediately exercisable in full. Non-Qualified Stock
Options granted to Non-Employee Directors shall terminate on the earlier of:  







	 	        (A) ten
years after the date of grant; or 








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	 	        (B) twelve
months after the Non-Employee Director ceases to be a director of the Company for any
reason, including as a result of the Non-Employee Director’s death, disability or
retirement.  







	 	        (vii) Exercise
 of   Options.   A   Non-Qualified   Stock   Option   granted  to  a Non-Employee
Director may be exercised, subject to its terms and conditions and the terms and
conditions of the Plan, in full at any time or in part from time to time by delivery to
the Secretary of the Company at the Company’s principal office in Menasha,
Wisconsin, of a written notice of exercise specifying the number of shares with respect
to which the Option is being exercised. Any notice of exercise shall be accompanied by
full payment of the exercise price of the Shares being purchased (x) in cash or its
equivalent; (y) by tendering previously acquired Shares (valued at their “market
value” [as determined in accordance with Section 6(b)(v)] as of the date of
exercise); or (z) by any combination of the means of payment set forth in subparagraphs
(x) and (y). For purposes of subparagraphs (y) and (z) above, the term “previously
acquired Shares” shall only include Shares owned by the Non-Employee Director prior
to the exercise of the Option for which payment is being made and shall not include
Shares which are being acquired pursuant to the exercise of said Option. No shares will
be issued until full payment therefor has been made.  







        (c) Stock
 Appreciation  Rights.  The  Committee  is  hereby  authorized  to grant  Stock
 Appreciation Rights to Key Employees. Non-Employee Directors are not eligible to be
granted Stock Appreciation Rights under the Plan. 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, upon exercise thereof, the excess of (i)
the Fair Market Value of one 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
100% of 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, 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. The Committee may impose such
conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem
appropriate.  




        (d) Restricted
Stock Awards.  




	 	        (i) Issuance.             The
Committee is hereby authorized to grant Awards of Restricted Stock to Key
               Employees; provided, however, that the aggregate number of Shares of
Restricted                Stock granted under the Plan to all Participating Key Employees
as a group shall                not exceed 350,000 (such number of Shares subject to
adjustment in accordance                with the terms of Section 4(b) hereof).
Non-Employee Directors are not eligible                to be granted Restricted Stock
under the Plan.  







	 	        (ii)
Restrictions.         Shares of
Restricted Stock granted to Participating Key Employees  shall be subject to such
restrictions as the Committee may impose (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 (including, without limitation, the continued employment of the Participant
with the Company for a specified period or upon the achievement of Performance Goals or
other terms set by the Committee at the time the shares of Restricted Stock are granted).With
respect to any shares of Restricted Stock the restrictions on which are subject to the
achievement of Performance Goals, the Committee shall determine the Performance Period,
the Performance Goal or Goals (and the performance level or levels related thereto) to be
achieved during any Performance Period, the restrictions that shall lapse, if any, for
performance between the minimum and full performance levels for any Performance Goal and,
if applicable, the relative percentage weighting given to each of the selected
Performance Goals. The Committee shall have sole discretion to alter the selected
Performance Goals set forth in Section 2(p), subject to shareholder approval, to the
extent required to qualify the Award for the performance-based exemption provided by
Section 162(m) of the Code (or any successor provision thereto). Notwithstanding the
foregoing, in the event the Committee determines it is advisable to grant Restricted
Stock which do not qualify for the performance-based exemption under Section 162(m) of
the Code (or any successor provision thereto), the Committee may make such grants without
satisfying the requirements thereof.  







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	 	        (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, 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. Upon the lapse of the applicable  restrictions  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.  







	 	        (v) Forfeiture.           Except
as otherwise determined by the Committee, upon termination of employment of a
Participating Key Employee (as determined under criteria established by the Committee)
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.  







        (e) General.  




	 	        (i) No
Consideration for Awards. Awards shall be granted to Participating Key Employees for
no cash consideration unless otherwise determined by the Committee. Awards of
Non-Qualified Stock Options granted to Non-Employee Directors under Section 6(b) of
the Plan shall be granted for no cash consideration unless otherwise required by law.  








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	 	        (ii) Award
 Agreements.  Each Award  granted under the Plan 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. Such rules and
procedures may include, without limitation, provisions for the payment or crediting of
interest on installment or deferred payments.  







	 	        (v) Limits
on  Transfer of Awards.  No Award  (other than  Released  Securities),  and no right
under any such Award, shall be assignable, alienable, saleable, or transferable by a
Participating Key Employee or a Non-Employee Director otherwise than by will or by the
laws of descent and distribution (or, in the case of an Award of Restricted Securities,
to the Company); provided, however, that a Participating Key Employee at the discretion
of the Committee may, and a Non-Employee Director shall, be entitled, in the manner
established by the Committee, to designate a beneficiary or beneficiaries to exercise his
or her rights, and to receive any property distributable, with respect to any Award upon
the death of the Participating Key Employee or the Non-Employee Director, as the case may
be. Each Award, and each right under any Award, shall be exercisable, during the lifetime
of the Participating Key Employee or the Non-Employee Director, only by such individual
or, if permissible under applicable law, by such individual’s guardian or legal
representative. No Award (other than Released Securities), and no right under any such
Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported
pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.  







	 	        (vi) Term
of Awards.  Except as  otherwise  provided  in the Plan,  the term of each Award  shall
be for such period as may be determined by the Committee.  







	 	        (vii) Share
 Certificates;   Representation.   In  addition  to  the  restrictions  imposed pursuant
to Section 6(d) and Section 6(e) 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, any 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 a 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.  








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	 	        (viii) No
 Re-Pricing  of  Options.  Notwithstanding  any  provision  in  the  Plan  to  the
contrary, without the approval of the Company’s shareholders, no Option under the
Plan shall be re-priced or shall be granted in connection with the cancellation of a
previously granted Option under the Plan if the exercise price of the later granted
Option is less than the exercise price of the earlier granted Option.  







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 the
provisions of Section 6(b) of the Plan shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the rules promulgated thereunder; and provided
further that shareholder approval of any amendment of the Plan shall also be obtained (i)
if such amendment (A) increases the number of Shares with respect to which Awards may be
granted under the Plan (other than increases related to adjustments made as provided in
Section 4(b) hereof), (B) expands the class of persons eligible to participate under the
Plan or (C) otherwise increases in any material respect the benefits payable under the
Plan; or (ii) if otherwise required by: (A) the Code or any rules promulgated thereunder
(in order to allow for Incentive Stock Options to be granted under the Plan), or (B) the
listing requirements of the New York Stock Exchange or any 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 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 (other
than a Non-Employee Director to the extent provided in Section 6(b) of the Plan) 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. 



        (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 (other
          than Restricted Securities), including 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, including, without limitation, the establishment of
          such procedures as may be necessary to satisfy the requirements of Rule 16b-3.  




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        (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 the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or any claim under
the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. The
grant of an Award to a Non-Employee Director pursuant to Section 6(b) of the Plan shall
confer no right on such Non-Employee Director to continue as a director of the Company.
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 and
any Participating Key Employee, any 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 laws of the
State of Wisconsin and applicable federal law.  




        (g)
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.  




        (h) 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.  




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        (i)
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 on the day immediately following its approval by the shareholders
of the Company provided that such approval is obtained within twelve months following the
date of adoption of the Plan by the Board of Directors of the Company. 






























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