WPS RESOURCES CORPORATION

2001 OMNIBUS INCENTIVE COMPENSATION PLAN


 


Section 1. PURPOSE AND DEFINITIONS


        (a) Purpose. The purpose of the WPS Resources
Corporation 2001 Omnibus Incentive Compensation Plan is to promote the interests
of the Company and its shareholders by (a) attracting and retaining executives
and other key employees of outstanding training, experience and ability; (b)
motivating them, by means of performance-related incentives, to achieve
performance goals; and (c) enabling them to participate in the growth and
financial success of the Company. It is intended that this purpose be effected
via performance-based incentives and through awards or grants of stock options
and various other rights with respect to shares of the Company's common stock,
as provided herein, to such eligible employees (as defined in subsection (b)
below).

        (b) Definitions. The following terms shall have the
following respective meanings unless the context requires otherwise:

           
(1) An "Affiliate" of, or a person
"affiliated" with, a specified person is a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified and the term
"Associate" used to indicate a relationship with any person, means (i)
any corporation or organization (other than the registrant or a majority-owned
subsidiary of the registrant) of which such person is an officer or partner or
is, directly or indirectly, the beneficial owner of 10 percent or more of any
class of equity securities, (ii) any trust or other estate in which such person
has a substantial beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of
such person, or any relative of such spouse, who has the same home as such
person or who is a director or officer of the registrant or any of its parents
or subsidiaries.

           
(2) The term "Annual Performance Right" shall mean
the right to receive up to the amount of compensation described in the
Participant's award agreement, taking into account the Target Award and the
Performance Formula, upon the attainment of one or more specified Performance
Goals, subject to the terms and conditions of the award agreement and the Plan.

           
(3) A person shall be deemed to be the "Beneficial
Owner" of any securities:


  
            (A) which such Person or any of such Person's
            Affiliates or Associates has the right to acquire (whether such
            right is exercisable immediately or only after the passage of time)
            pursuant to any agreement, arrangement, arrangement or
            understanding, or upon the exercise of conversion rights, exchange
            rights, rights, warrants or options, or otherwise; provided, however,
            that a Person shall not be deemed the Beneficial Owner of, or to
            beneficially own, (A) securities tendered pursuant to a tender or
            exchange offer made by or on behalf of such Person or any of such
            Person's Affiliates or Associates until such tendered securities are
            accepted for purchase or (B) securities issuable upon exercise of
            Rights pursuant to the terms of the Company's Rights Agreement with
            Firstar Trust Company, dated as of December 12, 1996, as amended
            from time to time (or any successor to such Rights Agreement) at any
            time before the issuance of such securities;

            (B) which such Person or any of such Person's
            Affiliates or Associates, directly or indirectly, has the right to
            vote or dispose of or has "beneficial ownership" of (as
            determined pursuant to Rule 13d-3 of the General Rules and
            Regulations under the Act), including pursuant to any agreement,
            arrangement or understanding; provided, however, that
            a Person shall not be deemed the Beneficial Owner of, or to
            beneficially own, any security under this subparagraph (ii) as a
            result of an agreement, arrangement or understanding to vote such
            security if the agreement, arrangement or understanding: (A) arises
            solely from a revocable proxy or consent given to such Person in
            response to a public proxy or consent solicitation made pursuant to,
            and in accordance with, the applicable rules and regulations under
            the Act and (B) is not also then reportable on a Schedule 13D under
            the Act (or any comparable or successor report); or

            (C) which are beneficially owned, directly or
            indirectly, by any other Person with which such Person or any of
            such Person's Affiliates or Associates has any agreement,
            arrangement or understanding for the purpose of acquiring, holding,
            voting (except pursuant to a revocable proxy as described in Section
            paragraph (B) above) or disposing of any voting securities of the
            Company.

  



           
(4) The term "Board" shall mean the Board of
Directors of the Company.

           
(5) The term "Change in Control" shall mean the
occurrence of any one of the following:


  
            (A) any Person (other than any employee benefit
            plan of the Company or of any subsidiary of the Company, any Person
            organized, appointed or established pursuant to the terms of any
            such benefit plan or any trustee, administrator or fiduciary of such
            a plan) is or becomes the Beneficial Owner of securities of the
            Company representing at least 30% of the combined voting power of
            the Company's then outstanding securities;

            (B) one-half or more of the members of the Board
            are not Continuing Directors;

            (C) there shall be consummated any merger,
            consolidation, or reorganization of the Company with any other
            corporation as a result of which less than 50% of the outstanding
            voting securities of the surviving or resulting entity are owned by
            the former shareholders of the Company other than a shareholder who
            is an Affiliate or Associate of any party to such consolidation or
            merger;

            (D) there shall be consummated any merger of the
            Company or share exchange involving the Company in which the Company
            is not the continuing or surviving corporation other than a merger
            of the Company in which each of the holders of the Company's Common
            Stock immediately prior to the merger have the same proportionate
            ownership of common stock of the surviving corporation immediately
            after the merger;

            (E) there shall be consummated any sale, lease,
            exchange or other transfer (in one transaction or a series of
            related transactions) of all, or substantially all, of the assets of
            the Company to a Person which is not a wholly owned subsidiary of
            the Company; or

            (F) the shareholders of the Company approve any
            plan or proposal for the liquidation or dissolution of the Company.

  



           
(6) The term "Code" shall mean the Internal Revenue
Code of 1986, or any successor thereto, as the same may be amended and in effect
from time to time.

           
(7) The term "Committee" shall mean the committee
appointed pursuant to Section 2 to administer the Plan.

           
(8) The term "Company" shall mean WPS Resources
Corporation, or any successor thereto.

           
(9) The term "Continuing Director" shall mean (i)
any member of the Board of Directors of the Company who was a member of such
Board on May 1, 1997, (ii) any successor of a Continuing Director who is
recommended to succeed a Continuing Director by a majority of the Continuing
Directors then on such Board, and (iii) additional directors elected by a
majority of the Continuing Directors then on such Board.

           
(10) The term "Covered Executive" shall mean, with
respect to each taxable year of the Company, an individual who, on the last day
of the taxable year, is the Chief Executive Officer of the Company or among the
four highest compensated officers of the Company or any Subsidiary (other than
the Chief Executive Officer), as determined pursuant to the executive
compensation disclosure rules under the Exchange Act.

           
(11) The term "Employee" shall mean an employee of
the Company or any Subsidiary. The term "Employee" shall also be
deemed to include any person who is an employee of any joint venture corporation
or partnership, or comparable entity, in which the Company or Subsidiary has a
substantial equity interest.

           
(12) The term "Exchange Act" shall mean the
Securities Exchange Act of 1934, or any successor thereto, as the same may be
amended and in effect from time to time.

           
(13) The term "Fair Market Value" shall mean the
average of the highest and lowest sale prices at which a share of Stock shall
have been sold regular way on the New York Stock Exchange on the date of grant
of any Option or Stock Appreciation Right or other relevant valuation date. In
the event that any Option or Stock Appreciation Right shall be granted, or other
relevant valuation date shall occur, on a date on which there were no such sales
of Stock on the New York Stock Exchange, the Fair Market Value of a share of
Stock shall be deemed to be the average of the highest and lowest sale prices on
the next preceding day on which there were such sales.


           
(14) The term "Final Award" shall mean the amount
of compensation or the number of shares of Stock to be awarded finally to the
Participant who holds an Annual Performance Right or a Performance Stock Right,
as determined by the Committee taking into account the extent to which the
Participant has achieved the Performance Goals.

           
(15) The term "Option" or "Options" shall
mean the option to purchase Stock in accordance with Section 6 and such other
terms and conditions as may be prescribed by the Committee. An Option may be
either an "incentive stock option", as such term is defined in the
Code, or shall otherwise be designated as an option entitled to favorable
treatment under the Code ("ISO") or a "nonqualified stock
option" ("NQO"). ISOs and NQOs are individually called an
"Option" and collectively called "Options".

           
(16) The term "Other Stock-Based Awards" shall mean
awards of Stock or other rights made in accordance with Section 7.

           
(17) The term "Participant" shall mean an Employee
who has been designated for participation in the Plan.

           
(18) The term "Performance Goals" shall mean, with
respect to any Annual Performance Right or Performance Stock Right granted to a
Participant who is a Covered Executive, a performance measure that is based upon
one or more of the following objective business criteria established by the
Committee with respect to the Company and/or any Subsidiary, division, business
unit or component thereof: asset charge, asset turnover, return on sales,
capital employed in the business, capital spending, cash flow, cost structure
improvements, complexity reductions, customer loyalty, diversity, earnings
growth, earnings per share, economic value-added, environmental health, safety,
increase in customer base, market share, net cash balance, net income, net
income margin, net operating cash flow, operating profit margin, operations and
maintenance reduction, productivity, response time, profits before tax,
quality/customer satisfaction, return on assets, return on capital, return on
equity, return on net operating assets, return on sales, revenue growth, sales
margin, sales volume, system reliability, total shareholder return, variable
margin and working capital. With respect to any Annual Performance Right or
Performance Stock Right granted to a Participant who is not a Covered Executive,
performance goals may be based on one or more of the business criteria described
above or any other criteria based on individual, business unit, Subsidiary,
group or Company performance selected by the Committee. The Performance Goals
may be expressed in absolute terms or relate to the performance of other
companies or to an index.

           
(19) The term "Performance Formula" shall mean a
formula to be applied in relation to the Performance Goals in determining the
percentage, not to exceed 200%, of the Target Award earned by the Participant
with respect to a Plan Award.

           
(20) The term "Performance Period" shall mean the
period of time for which performance with respect to one or more Performance
Goals with respect to any Annual Performance Right or Performance Stock Right is
to be measured, with such period commencing not earlier than 90 days prior to
the date of grant of such Annual Performance Right or Performance Stock Right.

           
(21) The terms "Performance Stock Rights" or
"Performance Shares" shall mean the right to receive, without payment
to the Company, up to the number of shares of Stock described in the
Participant's award agreement, taking into account the Target Award and the
Performance Formula, upon the attainment of one or more specified Performance
Goals, subject to the terms and provisions of the award agreement and the Plan.

           
(22) The term "Person" shall mean any individual,
firm, partnership, corporation or other entity, including any successor (by
merger or otherwise) of such entity, or a group of any of the foregoing acting
in concert.

           
(23) The term "Plan" shall mean the WPS Resources
Corporation 2001 Omnibus Incentive Compensation Plan as the same may be amended
and in effect from time to time.

           
(24) The term "Plan Awards" shall mean awards or
grants of incentive compensation, whether in cash or in the form of stock
options or various other rights with respect to shares of Stock.

           
(25) The term "Right" shall mean an Annual
Performance Right or a Performance Stock Right, as required by the context.

           
(26) The term "Stock Appreciation Right" shall mean
the right to receive, without payment to the Company, an amount of cash or Stock
as determined in accordance with Section 6, based on the amount by which the
Fair Market Value of a share of Stock on the relevant valuation date exceeds the
grant price.

           
(27) The term "Subsidiary" shall mean (A) any
corporation a majority of the voting stock of which is owned directly or
indirectly by the Company or (B) any limited liability company a majority of the
membership interest of which is owned, directly or indirectly, by the Company.

           
(28) The term "Stock" shall mean shares of the
Company's common stock, par value $1.00 per share.

           
(29) The term "Target Award" shall mean the amount
of compensation or the number of shares of Stock, subject to adjustment pursuant
to Section 12, to be earned by a Participant under an Annual Performance Right
or a Performance Stock Right if all of the Performance Goals are achieved.


Section 2. ADMINISTRATION


        (a) Committee. The Plan shall be administered by the
Compensation and Nominating Committee of the Board consisting of not less than
two (2) members of the Board who meet the "outside" director
requirements of Section 162(m) of the Code and the "non-employee
director" requirements of Rule 16b-3(b)(3) under the Exchange Act, or by
any other committee appointed by the Board, provided the members of such
committee meet such requirements. The Committee shall administer the Plan and
perform such other functions as are assigned to it under the Plan. The Committee
is authorized, subject to the provisions of the Plan, from time to time, to
establish such rules and regulations as it may deem appropriate for the proper
administration of the Plan, and to make such determinations under, and such
interpretations of, and to take such steps in connection with, the Plan and the
Plan Awards as it may deem necessary or advisable, in each case in its sole
discretion. The Committee's decisions and determinations under the Plan need not
be uniform and may be made selectively among Participants, whether or not they
are similarly situated. Any authority granted to the Committee may also be
exercised by the Board, except to the extent that the grant or exercise of such
authority would cause any qualified performance-based award to cease to qualify
for exemption under Section 162(m) of the Code. To the extent that any permitted
action taken by the Board conflicts with any action taken by the Committee, the
Board action shall control.

        (b) Delegation of Authority. The Committee may
delegate any or all of its powers and duties under the Plan, including, but not
limited to, its authority to make awards under the Plan or to grant waivers
pursuant to Section 9, to one or more other committees (including a committee
consisting of two or more corporate officers) as it shall appoint, pursuant to
such conditions or limitations as the Committee may establish; provided,
however, that the Committee shall not delegate its authority to (1) act on
matters affecting any Participant who is subject to the reporting requirements
of Section 16(a) of the Exchange Act, or the liability provisions of Section
16(b) of the Exchange Act (any such Participant being called a "Section 16
Person") or (2) amend or modify the Plan pursuant to the provisions of
Section 15(b). To the extent of any such delegation, the term
"Committee" when used herein shall mean and include any such delegate.


        (c) Eligibility of Committee Members. No person while
a member of the Committee shall be eligible to hold or receive a Plan Award.


Section 3. ANNUAL PERFORMANCE RIGHTS AND FINAL AWARDS


        (a) Grant of Annual Performance Rights. The Committee,
at any time and from time to time while the Plan is in effect, may grant or
authorize the granting of, Annual Performance Rights to such officers of the
Company and any Subsidiary, and other Employees, whether or not members of the
Board, as it may select and in such amount as it shall designate, subject to the
provisions of this Section 3.

        (b) Maximum Awards. The maximum amount that may be
granted to a Covered Executive as a Final Award with respect to one or more
Annual Performance Rights during any calendar year during any part of which the
Plan is in effect, whether such Final Award is payable in cash or credited to
the Covered Executive's account under the WPS Resources Corporation Deferred
Compensation Plan in accordance with subsection (d) below, shall be $1 million.

        (c) Terms and Provisions of Annual Performance Rights.
Prior to the grant of any Annual Performance Right, the Committee shall
determine the terms and provisions of such Right, including, without limitation
(1) the Target Award; (2) one or more Performance Goals to be used to measure
performance under such Right, and the Performance Formula to be applied against
the Performance Goals in determining the amount of compensation earned under
such Right as a percentage of the Target Award; (3) the Performance Period, and
(4) the effect of the Participant's termination of employment or death. Within
90 days of commencement of a Performance Period, the Committee may establish a
minimum threshold objective for any Performance Goal for such Performance Period
which, if not met, would result in no Final Award being made to any Participant
with respect to such Performance Goal for such Performance Period. During and
after the Performance Period, but prior to the Committee's final determination
of the Participant's Final Award as provided in subsection (d), the Committee
may adjust the Performance Goals, Performance Formula and Target Award and
otherwise modify the terms and provisions of a Right granted to a Participant
who is not a Covered Executive, subject to the terms and conditions of the Plan.
Each Right shall be evidenced by an award agreement in such form as the
Committee may determine.

        (d) Final Awards.

           
(1) As soon as practicable following the completion of the
Performance Period relating to any Annual Performance Right, but not later than
12 months following such completion, the Committee shall determine the extent to
which the Participant achieved the Performance Goals and the amount of
compensation to be awarded as a Final Award to the Participant who holds such
Right. In making such determination, the Committee shall apply the applicable
Performance Formula for the Participant for the Performance Period against the
accomplishment of the related Performance Goals. The Committee may, in its sole
discretion, reduce the amount of any Final Award that otherwise would be awarded
to any Participant for any Performance Period. In addition, the Committee may,
in its sole discretion, increase the amount of any Final Award that otherwise
would be awarded to any Participant who is not a Covered Executive. Any such
determination shall take into account (A) the extent to which the Performance
Goals provided in such Right were, in the Committee's sole opinion, achieved,
(B) the individual performance of such Participant during the related
Performance Period and (C) such other factors as the Committee may deem
relevant, including, without limitation, any change in circumstances or
unforeseen events, relating to the Company, the economy or otherwise, since the
date of grant of such Right. The Committee shall notify such Participant of such
Participant's Final Award as soon as practicable following such determination.


           
(2) Following the determination of each Final Award, unless
the Participant has elected to defer all or a portion of the Final Award in
accordance with the procedures set forth in the WPS Resources Corporation
Deferred Compensation Plan, the Final Award will be payable to the Participant
in cash.


Section 4. STOCK AVAILABLE FOR PLAN AWARDS


        (a) Stock Subject to Plan. The Stock to be subject to
or related to Plan Awards may be either authorized and unissued or held in the
treasury of the Company. The maximum number of shares of Stock with respect to
which Plan Awards may be granted under the Plan, subject to adjustment in
accordance with the provisions of Section 12, shall be two million
(2,000,000) shares; (2) the maximum number of
shares subject to Options, with or without any related Stock Appreciation
Rights, or Stock Appreciation Rights (not related to Options) that may be
granted pursuant to Section 6 to any Covered Executive during any calendar year
during any part of which the Plan is in effect shall be 150,000 subject to
adjustment in accordance with the provision of Section 12; and (3) the maximum
number of shares of Stock that may be granted as Final Awards pursuant to
Section 5 to any Covered Executive during any calendar year during any part of
which the Plan is in effect shall be 50,000, 
subject to adjustment in accordance with the
provision of Section 12.

    (b) Computation of Stock Available for Plan Awards.
For the purpose of computing the total number of shares of Stock remaining
available for Plan Awards at any time while the Plan is in effect, there shall
be debited against the total number of shares determined to be available
pursuant to subsections (a) and (c) of this Section 4, (1) the maximum number of
shares of Stock subject to issuance upon exercise of Options or Stock
Appreciation Rights granted under this Plan, (2) the maximum number of shares of
Stock issuable under Performance Stock Rights granted under this Plan, and (3)
the number of shares of Stock related to Other Stock-Based Awards granted under
this Plan, as determined by the Committee in each case as of the dates on which
such Plan Awards were granted.

    (c) Terminated, Expired or Forfeited Plan Awards. The
shares involved in the unexercised or undistributed portion of any terminated,
expired or forfeited Plan Award shall be made available for further Plan Awards.
Any shares of Stock made available for Plan Awards pursuant to this subsection
(c) shall be in addition to the shares available pursuant to subsection (a) of
this Section 4. Notwithstanding the foregoing, in the event any Option or Stock
Appreciation Right granted to a Covered Executive is canceled, the number of
shares of Stock subject to such canceled Option or Stock Appreciation Right
shall continue to count against the individual limit specified in subsection
(a), in accordance with the requirements of Code Section 162(m).


Section 5. PERFORMANCE STOCK RIGHTS AND FINAL AWARDS


    (a) Grant of Performance Stock Rights. The Committee,
at any time and from time to time while the Plan is in effect, may grant, or
authorize the granting of, Rights to such officers of the Company and any
Subsidiary, and other key salaried Employees, whether or not members of the
Board, as it may select and for such numbers of shares as it shall designate,
subject to the provisions of this Section 5 and Section 4.

    (b) Terms and Provisions of Performance Stock Rights.
Prior to the grant of any Right, the Committee shall determine the terms and
provisions of each Right, including, without limitation (1) the Target Award;
(2) one or more Performance Goals to be used to measure performance under such
Right, and the Performance Formula to be applied against the Performance Goals
in determining the number of shares of Stock earned under such Right as a
percentage of the Target Award; (3) the Performance Period; (4) the period of
time, if any, during which the disposition of shares of Stock issuable under
such Right shall be restricted as provided in subsection (a) of Section 10, provided,
however, that the Committee may establish restrictions applicable to any
Right at the time of or at any time prior to the granting of the related Final
Award rather than at the time of granting such Right; and (5) the effect of the
Participant's termination of employment or death. Within 90 days of commencement
of a Performance Period, the Committee may establish a minimum threshold
objective for any Performance Goal for such Performance Period which, if not
met, would result in no Final Award being made to any Participant with respect
to such Performance Goal for such Performance Period. During and after the
Performance Period, but prior to the Committee's final determination of the
Participant's Final Award as provided in subsection (d), the Committee may
adjust the Performance Goals, Performance Formula and Target Award and otherwise
modify the terms and provisions of a Right granted to a Participant who is not a
Covered Executive, subject to the terms and conditions of the Plan. Each Right
shall be evidenced by an award agreement in such form as the Committee may
determine.

    (c) Dividend Equivalents on Stock Performance Rights.

        (1) If the Committee shall determine, each Participant to
whom a Right is granted shall be entitled to receive payment of the same amount
of cash that such Participant would have received as cash dividends if, on each
record date during the Performance Period relating to such Right, such
Participant had been the holder of record of a number of shares of Stock equal
to 100% of the related Target Award (as adjusted pursuant to Section 12). Any
such payment may be made at the same time as a dividend is paid or may be
deferred until the date that a Final Award is determined, as determined by the
Committee in its sole discretion. Such cash payments are hereinafter called
"dividend equivalents".

        (2) Notwithstanding the provisions of subsection (c)(1), the
Committee may determine that, in lieu of receiving all or any portion of any
such dividend equivalent in cash, a Participant shall receive an award of full
shares of Stock having a Fair Market Value approximately equal to the portion of
such dividend equivalent that was not paid in cash. Certificates for shares of
Stock so awarded may be issued as of the payment date for the related cash
dividend or may be deferred until the date that the Final Award is determined,
and the shares of Stock covered thereby may be subject to the terms and
conditions of the Right to which it relates (including but not limited to the
attainment of the Performance Goals) and the terms and conditions of the Plan
(including but not limited to Sections 5, 9, 10 and 12), all as determined by
the Committee in its sole discretion.

        (d) Final Awards.

        As soon as practicable following the completion of the
Performance Period relating to any Right, but not later than 12 months following
such completion, the Committee shall determine the extent to which the
Participant achieved the Performance Goals and the number of shares of Stock to
be awarded as a Final Award to the Participant who holds such Right. Each Final
Award shall represent only full shares of Stock, and any fractional share that
would otherwise result from such Final Award calculation shall be disregarded.
In making such determination, the Committee shall apply the applicable
Performance Formula for the Participant for the Performance Period against the
accomplishment of the related Performance Goals. The Committee may, in its sole
discretion, reduce the amount of any Final Award that otherwise would be awarded
to any Participant for any Performance Period. In addition, the Committee may,
in its sole discretion, increase the amount of any Final Award that otherwise
would be awarded to any Participant who is not a Covered Executive. Any such
determination shall take into account (A) the extent to which the Performance
Goals provided in such Right were, in the Committee's sole opinion, achieved,
(B) the individual performance of such Participant during the related
Performance Period and (C) such other factors as the Committee may deem
relevant, including, without limitation, any change in circumstances or
unforeseen events, relating to the Company, the economy or otherwise, since the
date of grant of such Right. The Committee shall notify such Participant of such
Participant's Final Award as soon as practicable following such determination.


            
(1) Following the determination of each Final Award, unless
the Participant has elected to defer all or a portion of the Final Award in
accordance with the procedures set forth in the WPS Resources Corporation
Deferred Compensation Plan or unless the Committee has directed an alternate
form of distribution, the Company shall issue or cause to be issued certificates
for the number of shares of Stock representing such Final Award, registered in
the name of the Participant who received such Final Award. Such Participant
shall thereupon become the holder of record of the number of shares of Stock
evidenced by such certificates, entitled to dividends, voting rights and other
rights of a holder thereof, subject to the terms and provisions of the Plan,
including, without limitation, the provisions of this subsection (d) and
Sections 9, 10 and 12. The Committee may require that such certificates bear
such restrictive legend as the Committee may specify and be held by the Company
in escrow or otherwise pursuant to any form of agreement or instrument that the
Committee may specify. If the Committee has determined that deferred dividend
equivalents shall be payable to a Participant with respect to any Right pursuant
to subsection (c) of this Section 5, then concurrently with the issuance of such
certificates, the Company shall deliver to such Participant a cash payment or
additional shares of Stock in settlement of such dividend equivalents.

 Section 6. OPTIONS AND STOCK APPRECIATION RIGHTS


        (a) Grant of Options.

           
(1) The Committee, at any time and from time to time while
the Plan is in effect, may authorize the granting of Options to such officers of
the Company and any Subsidiary, and other key salaried Employees, whether or not
members of the Board, as it may select, and for such numbers of shares as it
shall designate, subject to the provisions of this Section 6 and Section 4.
Each Option granted pursuant to the Plan shall be a NQO unless designated by the
Committee at the time of grant as an ISO.

           
(2) The date on which an Option shall be granted shall be the
date of authorization of such grant or such later date as may be determined by
the Committee at the time such grant is authorized. Any individual may hold more
than one Option.

        (b) Price. In the case of each Option granted under
the Plan the option price shall be the Fair Market Value of Stock on the date of
grant of such Option; provided, however, that the Committee may in its
discretion fix an option price in excess of the Fair Market Value of Stock on
such date.

        (c) Grant of Stock Appreciation Rights.

           
(1) The Committee, at any time and from time to time while
the Plan is in effect, may authorize the granting of Stock Appreciation Rights
to such officers of the Company and any Subsidiary, and other key salaried
Employees, whether or not members of the Board, as it may select, and for such
numbers of shares as it shall designate, subject to the provisions of this
Section 6 and Section 4. Each Stock Appreciation Right may relate to all or
a portion of a specific Option granted under the Plan and may be granted
concurrently with the Option to which it relates or at any time prior to the
exercise, termination or expiration of such Option (a "Tandem SAR"),
or may be granted independently of any Option, as determined by the Committee.
If the Stock Appreciation Right is granted independently of an Option, the grant
price of such Stock Appreciation Right shall be the Fair Market Value of Stock
on the date of grant; provided, however, that the Committee may, in its
discretion, fix a grant price in excess of the Fair Market Value of Stock on
such grant date.

           
(2) Upon exercise of a Stock Appreciation Right, the
Participant shall be entitled to receive, without payment to the Company, either
(A) that number of shares of Stock determined by dividing (i) the total number
of shares of Stock subject to the Stock Appreciation Right being exercised by
the Participant, multiplied by the amount by which the Fair Market Value of a
share of Stock on the day the right is exercised exceeds the grant price (such
amount being hereinafter referred to as the "Spread"), by (ii) the
Fair Market Value of a share of Stock on the exercise date; or (B) cash in an
amount determined by multiplying (i) the total number of shares of Stock subject
to the Stock Appreciation Right being exercised by the Participant, by (ii) the
amount of the Spread; or (C) a combination of shares of Stock and cash, in
amounts determined as set forth in clauses (A) and (B) above, as determined by
the Committee in its sole discretion; provided, however, that, in the
case of a Tandem SAR, the total number of shares which may be received upon
exercise of a Stock Appreciation Right for Stock shall not exceed the total
number of shares subject to the related Option or portion thereof, and the total
amount of cash which may be received upon exercise of a Stock Appreciation Right
for cash shall not exceed the Fair Market Value on the date of exercise of the
total number of shares subject to the related Option or portion thereof.

        (d) Terms and Conditions.

           
(1) Each Option and Stock Appreciation Right granted under
the Plan shall be exercisable on such date or dates, during such period, for
such number of shares and subject to such further conditions as shall be
determined pursuant to the provisions of the award agreement with respect to
such Option and Stock Appreciation Right; provided, however, that a
Tandem SAR shall not be exercisable prior to or later than the time the related
Option could be exercised; and provided, further, that in any event no
Option or Stock Appreciation Right shall be exercised beyond ten years from the
date of grant.

           
(2) The Committee may impose such conditions as it may deem
appropriate upon the exercise of an Option or a Stock Appreciation Right,
including, without limitation, a condition that the Stock Appreciation Right may
be exercised only in accordance with rules and regulations adopted by the
Committee from time to time.

           
(3) With respect to Options issued with Tandem SARs, the
right of a Participant to exercise the Tandem SAR shall be cancelled if and to
the extent the related Option is exercised, and the right of a Participant to
exercise an Option shall be cancelled if and to the extent that shares covered
by such Option are used to calculate shares or cash received upon exercise of
the Tandem SAR.

           
(4) If any fractional share of Stock would otherwise be
payable to a Participant upon the exercise of an Option or Stock Appreciation
Right, the Participant shall be paid a cash amount equal to the same fraction of
the Fair Market Value of the Stock on the date of exercise.

        (e) Award Agreement. Each Option and Stock
Appreciation Right shall be evidenced by an award agreement in such form and
containing such provisions not inconsistent with the provisions of the Plan as
the Committee from time to time shall approve.

        (f) Payment for Option Shares.

           
(1) Payment for shares of Stock purchased upon exercise of an
Option granted hereunder shall be made in such manner as is provided in the
applicable award agreement, which may include payment through a cash-less
exercise executed through a broker.

           
(2) Unless the Committee shall provide otherwise in any award
agreement, any payment for shares of Stock purchased upon exercise of an Option
granted hereunder may be made in cash, by delivery of shares of Stock
beneficially owned by the Participant, or by a combination of cash and Stock, at
the election of the Participant; provided, however, that any shares of
Stock so delivered shall have been beneficially owned by the Participant for a
period of not less than six months prior to the date of exercise. Any such
shares of Stock so delivered shall be valued at their Fair Market Value on the
date of such exercise. The Committee shall determine whether and if so the
extent to which actual delivery of share certificates to the Company shall be
required.


Section 7. STOCK AND OTHER STOCK-BASED AWARDS


        (a) Grants of Other Stock-Based Awards. The Committee,
at any time and from time to time while the Plan is in effect, may grant Other
Stock-Based Awards to such officers of the Company and its Subsidiaries, and
other key salaried Employees, whether or not members of the Board, as it may
select. Such Plan Awards pursuant to which Stock is or may in the future be
acquired, or Plan Awards valued or determined in whole or part by reference to,
or otherwise based on, Stock, may include, but are not limited to, awards of
restricted Stock or Plan Awards denominated in the form of "stock
units", grants of so-called "phantom stock" and options
containing terms or provisions differing in whole or in part from Options
granted pursuant to Section 6. Other Stock-Based Awards may be granted either
alone, in addition to, in tandem with or as an alternative to any other kind of
Plan Award, grant or benefit granted under the Plan or under any other employee
plan of the Company, including a plan of any acquired entity.

        (b) Terms and Conditions. Subject to the provisions of
the Plan, the Committee shall have the authority to determine the time or times
at which Other Stock-Based Awards shall be made, the number of shares of Stock
or stock units and the like to be granted or covered pursuant to such Plan
Awards (subject to the provisions of Section 4) and all other terms and
conditions of such Plan Awards, including, but not limited to, whether such Plan
Awards shall be payable or paid in cash, Stock or otherwise.

        (c) Consideration for Other Stock-Based Awards. In the
discretion of the Committee, any Other Stock-Based Award may be granted as a
Stock bonus for no consideration other than services rendered.


Section 8. CASH AWARDS TO EMPLOYEES OF FOREIGN SUBSIDIARIES
OR BRANCHES OR JOINT VENTURES


        In order to facilitate the granting of Plan Awards to
Participants who are foreign nationals or who are employed outside of the United
States of America, the Committee may provide for such special terms and
conditions, including without limitation substitutes for Plan Awards, as the
Committee may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Such substitutes for Plan Awards may include a
requirement that the Participant receive cash, in such amount as the Committee
may determine in its sole discretion, in lieu of any Plan Award or share of
Stock that would otherwise have been granted to or delivered to such Participant
under the Plan. The Committee may approve any supplements to, or amendments,
restatements or alternative versions of the Plan as it may consider necessary or
appropriate for purposes of this Section 8 without thereby affecting the terms
of the Plan as in effect for any other purpose, and the Secretary or other
appropriate officer of the Company may certify any such documents as having been
approved and adopted pursuant to properly delegated authority; provided,
however, that no such supplements, amendments, restatements or alternative
versions shall include any provision that is inconsistent with the terms of the
Plan as then in effect. Participants subject to the laws of a foreign
jurisdiction may request copies of, or the right to view, any materials that are
required to be provided by the Company pursuant to the laws of such
jurisdiction.


Section 9. PAYMENT OF PLAN AWARDS AND CONDITIONS THEREON


        (a) Effect of Competitive Activity. Anything contained
in the Plan to the contrary notwithstanding, if the employment of any
Participant shall terminate, for any reason other than death, while any Plan
Award granted to such Participant is outstanding hereunder, and such Participant
has not yet received the compensation or Stock covered by such Plan Award or
otherwise received the full benefit of such Plan Award, such Participant, if
otherwise entitled thereto, shall receive such Stock or compensation or benefit
only if, during the entire period from the date of such Participant's
termination to the date of such receipt, such Participant shall have (1) made
himself or herself available, upon request, at reasonable times and upon a
reasonable basis, to consult with, supply information to and otherwise cooperate
with the Company or any Subsidiary with respect to any matter that shall have
been handled by him or her or under his or her supervision while he or she was
in the employ of the Company or of any Subsidiary, and (2) refrained from
engaging in any activity that is directly or indirectly in competition with any
activity of the Company or any Subsidiary.

        (b) Nonfulfillment of Competitive Activity Conditions:
Waivers Under the Plan. In the event of a Participant's non-fulfillment of
any condition set forth in subsection (a) of this Section 9, such Participant's
rights under any Plan Award shall be forfeited and cancelled forthwith; provided,
however, that the nonfulfillment of such condition may at any time (whether
before, at the time of or subsequent to termination of employment) be waived in
the following manner:

           
(1) with respect to any such Participant who at any time
shall have been a Section 16 Person, such waiver may be granted by the
Committee upon its determination that in its sole judgment there shall not have
been and will not be any substantial adverse effect upon the Company or any
Subsidiary by reason of the nonfulfillment of such condition; and

           
(2) with respect to any other such Participant, such waiver
may be granted by the Committee (or any delegate thereof) upon its determination
that in its sole judgment there shall not have been and will not be any such
substantial adverse effect.

        (c) Effect of Inimical Conduct. Anything contained in
the Plan to the contrary notwithstanding, all rights of a Participant under any
Plan Award shall cease on and as of the date on which it has been determined by
the Committee that such Participant at any time (whether before or subsequent to
termination of such Participant's employment) acted in a manner inimical to the
best interests of the Company or any Subsidiary.

        (d) Tax and Other Withholding. Prior to any
distribution of cash, Stock or Other Stock-Based Awards (including payments
under Section 5(c)) to any Participant, appropriate arrangements (consistent
with the Plan and any rules adopted hereunder) shall be made for the payment of
any taxes and other amounts required to be withheld by federal, state or local
law.

        (e) Substitution. The Committee, in its sole
discretion, may substitute a Plan Award (except ISOs) for another Plan Award or
Plan Awards of the same or different type.


Section 10. NON-TRANSFERABILITY OF PLAN AWARDS; RESTRICTIONS
ON DISPOSITION AND EXERCISE OF PLAN AWARDS


        (a) Restrictions on Transfer of Rights or Final Awards.
No Right or, until the expiration of any restriction period imposed by the
Committee, no shares of Stock covered by any Final Award, shall be transferred,
pledged, assigned or otherwise disposed of by a Participant, except as permitted
by the Plan, without the consent of the Committee, otherwise than by will or the
laws of descent and distribution; provided, however, that the Committee
may permit, on such terms as it may deem appropriate, use of Stock included in
any Final Award as partial or full payment upon exercise of an Option under the
Plan or a stock option under any other stock option plan of the Company prior to
the expiration of any restriction period relating to such Final Award.

        (b) Restrictions on Transfer of Options or Stock
Appreciation Rights. Unless the Committee determines otherwise, no Option or
Stock Appreciation Right shall be transferable by a Participant otherwise than
by will or the laws of descent and distribution, and during the lifetime of a
Participant the Option or Stock Appreciation Right shall be exercisable only by
such Participant or such Participant's guardian or legal representative.

        (c) Restrictions on Transfer of Certain Other Stock-Based
Awards. Unless the Committee determines otherwise, no Other Stock-Based
Award shall be transferable by a Participant otherwise than by will or the laws
of descent and distribution, and during the lifetime of a Participant any such
Other Stock-Based Award shall be exercisable only by such Participant or such
Participant's guardian or legal representative.

        (d) Attachment and Levy. No Plan Award shall be
subject, in whole or in part, to attachment, execution or levy of any kind, and
any purported transfer in violation hereof shall be null and void. Without
limiting the generality of the foregoing, no domestic relations order purporting
to authorize a transfer of a Plan Award, or to grant to any person other than
the Participant the authority to exercise or otherwise act with respect to a
Plan Award, shall be recognized as valid.


Section 11. DESIGNATION OF BENEFICIARIES


    Anything contained in the Plan to the contrary
notwithstanding, a Participant may file with the Company a written designation
of a beneficiary or beneficiaries under the Plan, subject to such limitations as
to the classes and number of beneficiaries and contingent beneficiaries and such
other limitations as the Committee from time to time may prescribe. A
Participant may from time to time revoke or change any such designation of
beneficiary. Any designation of a beneficiary under the Plan shall be
controlling over any other disposition, testamentary or otherwise; provided,
however, that if the Committee shall be in doubt as to the
entitlement of any such beneficiary to receive any Right, Final Award, Option,
Stock Appreciation Right or Other Stock-Based Award, or if applicable law
requires the Company to do so, the Committee may recognize only the legal
representative of such Participant, in which case the Company, the Committee and
the members thereof shall not be under any further liability to anyone. In the
event of the death of any Participant, the term "Participant" as used
in the Plan shall thereafter be deemed to refer to the beneficiary designated
pursuant to this Section 11 or, if no such designation is in effect, the
executor or administrator of the estate of such Participant, unless the context
otherwise requires.


Section 12. MERGER, CONSOLIDATION, STOCK DIVIDENDS, ETC.


        (a) Adjustments. In the event of any merger,
consolidation, reorganization, stock split, stock dividend or other event
affecting Stock, an appropriate adjustment shall be made in the total number of
shares available for Plan Awards and in all other provisions of the Plan that
include a reference to a number of shares, and in the numbers of shares covered
by, and other terms and provisions (including, but not limited to the grant or
exercise price of any Plan Award) of outstanding Plan Awards.

        (b) Committee Determinations. The foregoing
adjustments and the manner of application of the foregoing provisions shall be
determined by the Committee in its sole discretion. Any such adjustment may
provide for the elimination of any fractional share which might otherwise become
subject to a Plan Award.


Section 13. ACCELERATION OF PAYMENT OR MODIFICATION OF PLAN
AWARDS


        (a) Acceleration and Modification. The Committee, in
the event of the death of a Participant or in any other circumstance, may
accelerate distribution of any Plan Award in its entirety or in a reduced
amount, or modify any Plan Award, in each case on such basis and in such manner
as the Committee may determine in its sole discretion.

        (b) Change in Control. Notwithstanding any other
provision of the Plan, unless the Committee determines otherwise at the time of
grant, upon the occurrence of a Change in Control, (1) any Plan Awards
outstanding as of the date of such Change in Control, and that are not then
vested, shall become fully vested if vesting is based solely upon length of the
employment relationship, or shall become fully vested at the Target Level (or if
greater, the then projected Final Award) prorated for the portion of the
Performance Period that has been completed as of the date of the Change in
Control, (2) any restrictions or other conditions applicable to any outstanding
Awards shall lapse, and such Plan Awards shall become free of all restrictions
and conditions; and (3) any such Plan Awards shall be immediately paid to the
Participant.


Section 14. RIGHTS AS A STOCKHOLDER


    A Participant shall not have any rights as a stockholder with
respect to any Stock covered by any Plan Award until such Participant shall have
become the holder of record of such Stock.


Section 15. TERM, AMENDMENT, MODIFICATION AND TERMINATION OF
THE PLAN AND AGREEMENTS


        (a) Term. Unless terminated earlier pursuant to
subsection (b), the Plan shall terminate on December 31, 2010.

        (b) Amendment, Modification and Termination of Plan.
The Board may, from time to time, amend or modify the Plan or any outstanding
Plan Award, including without limitation, to authorize the Committee to make
Plan Awards payable in other securities or other forms of property of a kind to
be determined by the Committee, and such other amendments as may be necessary or
desirable to implement such Plan Awards, or may terminate the Plan or any
provision thereof; provided, however, that no such action of the Board,
without approval of the stockholders, may (1) increase the total number of
shares of Stock with respect to which Plan Awards may be granted under the Plan
or the individual limits specified in Section 4(a), (2) extend the term of the
Plan as set forth in paragraph (a) of this Section 15, (3) permit any person
while a member of the Committee or any other committee of the Board
administering the Plan to be eligible to receive or hold a Plan Award, or (4)
permit the Company to decrease the grant price of any outstanding Option or
Stock Appreciation Right.

        (c) Limitation and Survival. No amendment to or
termination of the Plan or any provision hereof, and no amendment or
cancellation of any outstanding Plan Award, by the Board or the stockholders of
the Company, shall, without the written consent of the affected Participant,
adversely affect any outstanding Plan Award. The Committee's authority to act
with respect to any outstanding Plan Award, and a Participant's ability to
exercise an outstanding Plan award, shall survive termination of the Plan.

        (d) Amendments for Changes in Law. Notwithstanding the
foregoing provisions, the Board shall have the authority to amend outstanding
Plan Awards and the Plan to take into account changes in law and tax and
accounting rules as well as other developments, and to grant Plan Awards that
qualify for beneficial treatment under such rules, without stockholder approval.


Section 16. INDEMNIFICATION AND EXCULPATION


        (a) Indemnification. Each person who is or shall have
been a member of the Board, the Committee, or of any other committee of the
Board administering the Plan or of any committee appointed by the foregoing
committees, shall be indemnified and held harmless by the Company against and
from any and all loss, cost, liability or expense that may be imposed upon or
reasonably incurred by such person in connection with or resulting from any
claim, action, suit or proceeding to which such person may be or become a party
or in which such person may be or become involved by reason of any action taken
or failure to act under the Plan and against and from any and all amounts paid
by such person in settlement thereof (with the Company's written approval) or
paid by such person in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding of
such person's lack of good faith; subject, however, to the condition
that, upon the institution of any claim, action, suit or proceeding against such
person, such person shall in writing give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to handle
and defend it on such person's behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be entitled
as a matter of law or otherwise, or any power that the Company may have to
indemnify or hold such person harmless.

        (b) Exculpation. Each member of the Board, the
Committee, or of any other committee of the Board administering the Plan or any
committee appointed by the foregoing committees, and each officer and employee
of the Company, shall be fully justified in relying or acting in good faith upon
any information furnished in connection with the administration of the Plan by
any appropriate person or persons other than such person. In no event shall any
person who is or shall have been a member of the Board, the Committee, or of any
other committee of the Board administering the Plan or of any committee
appointed by the foregoing committees, or an officer or employee of the Company,
be held liable for any determination made or other action taken or any omission
to act in reliance upon any such information, or for any action (including the
furnishing of information) taken or any failure to act, if in good faith.


Section 17. EXPENSES OF PLAN


    The entire expense of offering and administering the Plan
shall be borne by the Company and its participating Subsidiaries; provided, that
the costs and expenses associated with the redemption or exercise of any Plan
Award, including but not limited to commissions charged by any agent of the
Company, may be charged to the Participants.


Section 18. FINALITY OF DETERMINATIONS


    Each determination, interpretation, or other action made or
taken pursuant to the provisions of the Plan by the Board, the Committee or any
committee of the Board administering the Plan or any committee appointed by the
foregoing committees, shall be final and shall be binding and conclusive for all
purposes and upon all persons, including, but without limitation thereto, the
Company, the stockholders, the Committee and each of the members thereof, and
the directors, officers, and employees of the Company and its Subsidiaries, the
Participants, and their respective successors in interest.


Section 19. NO RIGHTS TO CONTINUED EMPLOYMENT OR TO PLAN AWARD


        (a) No Right to Employment. Nothing contained in this
Plan, or in any booklet or document describing or referring to the Plan, shall
be deemed to confer on any Participant the right to continue as an Employee or
director of the Company or Subsidiary, whether for the duration of any
Performance Period, the duration of any vesting period under a Plan Award, or
otherwise, or affect the right of the Company or Subsidiary to terminate the
employment of any Participant for any reason.

        (b) No Right to Award. No Employee or other person
shall have any claim or right to be granted a Plan Award under the Plan. Having
received an Award under the Plan shall not give a Participant or any other
person any right to receive any other Plan Award under the Plan. A Participant
shall have no rights in any Plan Award, except as set forth herein and in the
applicable award grant.


Section 20. GOVERNING LAW AND CONSTRUCTION


    The Plan and all actions taken hereunder shall be governed
by, and the Plan shall be construed in accordance with the laws of the State of
Wisconsin without regard to the principle of conflict of laws. Titles and
headings to Sections are for purposes of reference only, and shall in no way
limit, define or otherwise affect the meaning or interpretation of the Plan.

 Section 21. SECURITIES AND STOCK EXCHANGE REQUIREMENTS


        (a) Restrictions on Resale. Notwithstanding any other
provision of the Plan, no person who acquires Stock pursuant to the Plan may,
during any period of time that such person is an affiliate of the Company
(within the meaning of the rules and regulations of the Securities Exchange
Commission) sell or otherwise transfer such Stock, unless such offer and sale or
transfer is made (1) pursuant to an effective registration statement under the
Securities Act of 1933 ("1933 Act"), which is current and includes the
Stock to be sold, or (2) pursuant to an appropriate exemption from the
registration requirements of the 1933 Act, such as that set forth in Rule 144
promulgated pursuant thereto.

    (b) Registration, Listing and Qualification of Shares of
Common Stock. Notwithstanding any other provision of the Plan, if at any
time the Committee shall determine that the registration, listing or
qualification of the Stock covered by a Plan Award upon any securities exchange
or under any foreign, federal, state or local law or practice, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Plan Award or the
purchase or receipt of Stock in connection therewith, no Stock may be purchased,
delivered or received pursuant to such Plan Award unless and until such
registration, listing, qualification, consent or approval shall have been
effected or obtained free of any condition not acceptable to the Committee. Any
person receiving or purchasing Stock pursuant to a Plan Award shall make such
representations and agreements and furnish such information as the Committee may
request to assure compliance with the foregoing or any other applicable legal
requirements. The Company shall not be required to issue or deliver any
certificate or certificates for Stock under the Plan prior to the Committee's
determination that all related requirements have been fulfilled. The Company
shall in no event be obligated to register any securities pursuant to the 1933
Act or applicable state or foreign law or to take any other action in order to
cause the issuance and delivery of such certificates to comply with any such
law, regulation, or requirement.


Section 22. EFFECTIVE DATE


     Subject to Section 23 below, the Plan shall become effective
January 1, 2001.


Section 23. VOTE REQUIRED


     The affirmative vote of the holders of a majority of the
total votes cast on the proposal to approve the Plan at the 2001 annual meeting
of shareholders of the Company will be required for approval of the Plan.