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                                                                     EXHIBIT 4.6

BONE CARE INTERNATIONAL, INC. 2002 STOCK INCENTIVE PLAN

I.       INTRODUCTION

         1.1. PURPOSES.

         The purposes of the Bone Care International, Inc. 2002 Stock Incentive
Plan (the "Plan") of Bone Care International, Inc., a Wisconsin corporation (the
"Company"), are (i) to align the interests of the Company's stockholders and the
recipients of awards under this Plan by increasing the proprietary interest of
such recipients in the Company's growth and success, (ii) to advance the
interests of the Company by attracting and retaining directors, officers and
other employees and (iii) to motivate such persons to act in the long-term best
interests of the Company and its stockholders.

         1.2. CERTAIN DEFINITIONS.

         "AGREEMENT" shall mean the written agreement evidencing an award
hereunder between the Company and the recipient of such award.

         "BOARD" shall mean the Board of Directors of the Company.

         "CAUSE" shall mean (i) the willful failure to perform the duties
assigned by the Company (other than a failure resulting from the holder's
Disability), (ii) the willful engaging in conduct which is demonstrably
injurious to the Company or any Subsidiary, monetarily or otherwise, including
conduct that, in the reasonable judgment of the Company, constitutes gross
negligence or no longer conforms to the standard of the Company's executives or
employees or (iii) any act of fraud, embezzlement, theft or other act of
dishonesty, admission or conviction of a felony or of any crime involving moral
turpitude, fraud, embezzlement, theft or misrepresentation, or the violation of
any statutory or common law duty of loyalty to the Company or any Subsidiary.

         "CHANGE IN CONTROL" shall have the meaning set forth in Section 4.8(b).

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" shall mean the committee designated by the Board,
consisting of two or more members of the Board, each of whom may be (i) a
"Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act
and (ii) an "outside director" within the meaning of Section 162(m) of the Code.

         "COMMON STOCK" shall mean the common stock, without par value, of the
Company, together with associated preferred stock purchase rights.

         "COMPANY" shall have the meaning set forth in Section 1.1.

         "CORPORATE TRANSACTION" shall have the meaning set forth in Section
4.8(b)(3).

         "DIRECTOR COMMENCEMENT DATE" shall have the meaning set forth in
Section 3.2.

         "DISABILITY" shall mean the inability of the holder of an award to
perform substantially such holder's duties and responsibilities for at least 180
consecutive days as a result of the holder's physical or mental illness, as
determined solely by the Committee.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "FAIR MARKET VALUE" shall mean the closing transaction price of a share
of Common Stock as reported in the Nasdaq Stock Market on the date as of which
such value is being determined or, if the Common Stock is not listed on Nasdaq,
the closing transaction price of a share of Common Stock on the principal
national stock exchange on which the Common Stock is traded on the date as of
which such value is being determined, or if there shall be no reported
transaction for such date, on the next preceding date for which a transaction
was reported; provided, however, that if Fair Market Value



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for any date cannot be so determined, Fair Market Value shall be determined by
the Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.

         "INCENTIVE STOCK OPTION" shall mean an option to purchase shares of
Common Stock that meets the requirements of Section 422 of the Code, or any
successor provision, which is intended by the Committee to constitute an
Incentive Stock Option.

         "INCUMBENT BOARD" shall have the meaning set forth in Section
4.8(b)(2).

         "MATURE SHARES" shall mean previously-acquired shares of Common Stock
for which the holder thereof has good title, free and clear of all liens and
encumbrances, and which such holder either (i) has held for at least six months
or (ii) has purchased on the open market.

         "NON-EMPLOYEE DIRECTOR" shall mean any director of the Company who is
not an officer or employee of the Company or any Subsidiary.

         "NON-QUALIFIED STOCK OPTION" shall mean an option to purchase shares of
Common Stock which is not an Incentive Stock Option.

         "OUTSTANDING COMMON STOCK" shall have the meaning set forth in Section
4.8(b)(1).

         "OUTSTANDING VOTING SECURITIES" shall have the meaning set forth in
Section 4.8(b)(1).

         "PERFORMANCE MEASURES" shall mean the criteria and objectives,
established by the Committee, which shall be satisfied or met as a condition to
the grant or exercisability of all or a portion of an option. Such criteria and
objectives may include one or more of the following: the attainment by a share
of Common Stock of a specified Fair Market Value for a specified period of time,
earnings per share, return to stockholders (including dividends), return on
assets, return on equity, earnings of the Company, revenues, market share, cash
flow or cost reduction goals, or any combination of the foregoing.

         "PERMANENT AND TOTAL DISABILITY" shall have the meaning set forth in
Section 22(e)(3) of the Code or any successor thereto.

         "PERSON" shall have the meaning set forth in Section 4.8(b)(1).

         "PLAN" shall have the meaning set forth in Section 1.1.

         "POST-TERMINATION EXERCISE PERIOD" shall mean the period specified in
or pursuant to Section 2.2(a), Section 2.2(b), Section 2.2(d) or Section 2.2(e)
following termination of employment with or service to the Company during which
an option may be exercised.

         "RETIREMENT" shall mean termination of employment with or service to
the Company by reason of retirement on or after age 60.

         "SUBSIDIARY" and "SUBSIDIARIES" shall have the meanings set forth in
Section 1.4.

         "TAX DATE" shall have the meaning set forth in Section 4.5.

         "TEN PERCENT HOLDER" shall have the meaning set forth in Section
2.1(a).

         1.3. ADMINISTRATION.

         This Plan shall be administered by the Committee. Options to purchase
shares of Common Stock in the form of Incentive Stock Options or Non-Qualified
Stock Options may be made under this Plan to eligible persons. The Committee
shall, subject to the terms of this Plan, select eligible persons for
participation in this Plan and determine the form, amount and timing of each
award to such persons and the number of shares of Common Stock subject to such
an award, the exercise price associated with the award, the time and conditions
of exercise of the award and all other terms and conditions of the award,
including, without limitation, the form of the Agreement evidencing the award.
The Committee may, in its sole discretion and for any reason at any time,
subject to the requirements of Section 162(m) of the Code and regulations


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thereunder in the case of an award intended to be qualified performance-based
compensation, take action such that any or all outstanding options shall become
exercisable in part or in full. The Committee shall, subject to the terms of
this Plan, interpret this Plan and the application thereof, establish rules and
regulations it deems necessary or desirable for the administration of this Plan
and may impose, incidental to the grant of an award, conditions with respect to
the award, such as limiting competitive employment or other activities. All such
interpretations, rules, regulations and conditions shall be final, binding and
conclusive.

         The Committee may delegate some or all of its power and authority
hereunder to the Board or the Chief Executive Officer or other executive officer
of the Company as the Committee deems appropriate; provided, however, that (i)
the Committee may not delegate its power and authority to the Board or the Chief
Executive Officer or other executive officer of the Company with regard to the
grant of an award to any person who is a "covered employee" within the meaning
of Section 162(m) of the Code or who, in the Committee's judgment, is likely to
be a covered employee at any time during the period an award hereunder to such
employee would be outstanding and (ii) the Committee may not delegate its power
and authority to the Chief Executive Officer or other executive officer of the
Company with regard to the selection for participation in this Plan of an
officer or other person subject to Section 16 of the Exchange Act or decisions
concerning the timing, pricing or amount of an award to such an officer or other
person.

         No member of the Board or Committee, and neither the Chief Executive
Officer nor any other executive officer to whom the Committee delegates any of
its power and authority hereunder, shall be liable for any act, omission,
interpretation, construction or determination made in connection with this Plan
in good faith, and the members of the Board and the Committee and the Chief
Executive Officer or other executive officer shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys' fees) arising therefrom to the full
extent permitted by law, except as otherwise may be provided in the Company's
Articles of Incorporation and/or By-laws, and under any directors' and officers'
liability insurance that may be in effect from time to time.

         A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by all of the members of the Committee without a meeting.

         1.4. ELIGIBILITY.

         Participants in this Plan shall consist of such officers, other
employees and directors (including Non-Employee Directors) and persons expected
to become officers, other employees and directors of the Company and its
subsidiaries from time to time (individually a "Subsidiary" and collectively the
"Subsidiaries") as the Committee in its sole discretion may select from time to
time. For purposes of this Plan, references to employment by the Company shall
also mean employment by a Subsidiary. The Committee's selection of a person to
participate in this Plan at any time shall not require the Committee to select
such person to participate in this Plan at any other time. Non-Employee
Directors shall be eligible to participate in this Plan in accordance with
Article III.

         1.5. SHARES AVAILABLE.

         Subject to adjustment as provided in Section 4.7, 750,000 shares of
Common Stock shall be available for awards under this Plan, reduced by the sum
of the aggregate number of shares of Common Stock which become subject to
outstanding options, including Non-Qualified Stock Options granted to
Non-Employee Directors pursuant to Article III. To the extent that shares of
Common Stock subject to an outstanding option are not issued or delivered by
reason of the expiration, termination, cancellation or forfeiture of such award
or by reason of the delivery or withholding of shares of Common Stock to pay all
or a portion of the exercise price of an award or to satisfy all or a portion of
the tax withholding obligations relating to an award, then such shares of Common
Stock shall again be available under this Plan.

         Shares of Common Stock shall be made available from authorized and
unissued shares of Common Stock, or authorized and issued shares of Common Stock
reacquired and held as treasury shares or otherwise or a combination thereof.

         To the extent necessary for an award to be qualified performance-based
compensation under Section 162(m) of the Code and the regulations thereunder,
the maximum number of shares of Common Stock with respect to which options may
be granted during any calendar year to any person shall be 200,000, subject to
adjustment as provided in Section 4.7.




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II.      STOCK OPTIONS

         2.1. STOCK OPTIONS.

         The Committee may, in its discretion, grant options to purchase shares
of Common Stock to such eligible persons as may be selected by the Committee.
Each option, or portion thereof, that is not an Incentive Stock Option shall be
a Non-Qualified Stock Option. An Incentive Stock Option may not be granted to
any person who is not an employee of the Company or any parent or subsidiary (as
defined in Section 424 of the Code). Each Incentive Stock Option shall be
granted within ten years of the date this Plan is adopted by the Board. To the
extent that the aggregate Fair Market Value (determined as of the date of grant)
of shares of Common Stock with respect to which options designated as Incentive
Stock Options are exercisable for the first time by a participant during any
calendar year (under this Plan or any other plan of the Company, or any parent
or subsidiary as defined in Section 424 of the Code) exceeds the amount
(currently $100,000) established by the Code, such options shall constitute
Non-Qualified Stock Options.

         Options shall be subject to the following terms and conditions and
shall be subject to such additional terms and conditions, not inconsistent with
the terms of this Plan, as the Committee shall deem advisable:

         (a) Number of Shares and Purchase Price. The number of shares of Common
Stock subject to an option and the purchase price per share of Common Stock
purchasable upon exercise of the option shall be determined by the Committee;
provided, however, that the purchase price per share of Common Stock purchasable
upon exercise of an option shall not be less than 100% of the Fair Market Value
of a share of Common Stock on the date of grant of such option; provided
further, that if an Incentive Stock Option shall be granted to any person who,
at the time such option is granted, owns capital stock possessing more than ten
percent of the total combined voting power of all classes of capital stock of
the Company (or of any parent or subsidiary as defined in Section 424 of the
Code) (a "Ten Percent Holder"), the purchase price per share of Common Stock
shall not be less than the price (currently 110% of Fair Market Value) required
by the Code in order for the option to constitute an Incentive Stock Option.

         (b) Exercise Period and Exercisability. The period during which an
option may be exercised shall be determined by the Committee; provided, however,
that no Incentive Stock Option shall be exercised later than ten years after its
date of grant; provided further, that if an Incentive Stock Option shall be
granted to a Ten Percent Holder, such option shall not be exercised later than
five years after its date of grant. The Committee may, in its discretion,
establish Performance Measures which shall be satisfied or met as a condition to
the grant of an option or to the exercisability of all or a portion of an
option. The Committee shall determine whether an option shall become exercisable
in cumulative or non-cumulative installments and in part or in full at any time.
An exercisable option, or portion thereof, may be exercised only with respect to
whole shares of Common Stock.

         (c) Method of Exercise. An option may be exercised (i) by giving
written notice to the Company specifying the number of whole shares of Common
Stock to be purchased and by accompanying such notice with payment therefor in
full (or by arranging for such payment to the Company's satisfaction) either (A)
in cash, (B) by delivery (either actual delivery or by attestation procedures
established by the Company) of Mature Shares having an aggregate Fair Market
Value, determined as of the date of exercise, equal to the aggregate purchase
price payable by reason of such exercise, (C) in cash by a broker-dealer
acceptable to the Company to whom the optionee has submitted an irrevocable
notice of exercise or (D) a combination of (A) and (B), in each case to the
extent set forth in the Agreement relating to the option, and (ii) by executing
such documents as the Company may reasonably request. Any fraction of a share of
Common Stock which would be required to pay such purchase price shall be
disregarded and the remaining amount due shall be paid in cash by the optionee.
No certificate representing Common Stock shall be delivered until the full
purchase price therefor and any withholding taxes thereon, as described in
Section 4.5, have been paid (or arrangement made for such payment to the
Company's satisfaction).

         2.2. TERMINATION OF EMPLOYMENT OR SERVICE.

         (a) Disability. Subject to paragraph (e) below and unless otherwise
specified in the Agreement relating to an option if the employment with or
service to the Company of the holder of an option terminates by reason of
Disability, each option held by such holder shall be fully exercisable and may
thereafter be exercised by such holder (or such holder's legal representative or
similar person) until and including the earlier to occur of (i) the date which
is one year (or such other period as set forth in the Agreement relating to such
option) after the effective date of such holder's termination of employment or
service and (ii) the expiration date of the term of such option.



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         (b) Retirement. Subject to paragraph (e) below and unless otherwise
specified in the Agreement relating to an option if the employment with or
service to the Company of the holder of an option terminates by reason of
Retirement, each option held by such holder shall be exercisable only to the
extent that such option is exercisable on the effective date of such holder's
termination of employment or service and may thereafter be exercised by such
holder (or such holder's legal representative or similar person) until and
including the earlier to occur of (i) the date which is two years (or such other
period as set forth in the Agreement relating to such option) after the
effective date of such holder's termination of employment or service and (ii)
the expiration date of the term of such option.

         (c) Death. Subject to paragraph (e) below and unless otherwise
specified in the Agreement relating to an option if the employment with or
service to the Company of the holder of an option terminates by reason of death,
each option held by such holder shall be fully exercisable and may thereafter be
exercised by such holder's executor, administrator, legal representative,
beneficiary or similar person until and including the earlier to occur of (i)
the date which is one year (or such other period as set forth in the Agreement
relating to such option) after the date of death and (ii) the expiration date of
the term of such option.

         (d) Other Termination. Subject to paragraph (e) below and unless
otherwise specified in the Agreement relating to an option if the employment
with or service to the Company of the holder of an option terminates for any
reason other than Disability, Retirement or death or for Cause, each option held
by such holder shall be exercisable only to the extent that such option is
exercisable on the effective date of such holder's termination of employment or
service and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier to occur of
(i) the date which is three months (or such other period as set forth in the
Agreement relating to such option) after the effective date of such holder's
termination of employment or service and (ii) the expiration date of the term of
such option.

         (e) Termination of Employment or Service - Incentive Stock Options. If
the employment with the Company of a holder of an Incentive Stock Option
terminates by reason of Permanent and Total Disability, each Incentive Stock
Option held by such optionee shall be fully exercisable (unless otherwise
specified in the Agreement relating to the option), and may thereafter be
exercised by such optionee (or such optionee's legal representative or similar
person) until and including the earlier to occur of (i) the date which is one
year (or such shorter period as set forth in the Agreement relating to such
option) after the effective date of such optionee's termination of employment
and (ii) the expiration date of the term of such option.

         If the employment with the Company of a holder of an Incentive Stock
Option terminates by reason of death, each Incentive Stock Option held by such
optionee shall be fully exercisable (unless otherwise specified in the Agreement
relating to the option), and may thereafter be exercised by such optionee's
executor, administrator, legal representative, beneficiary or similar person
until and including the earlier to occur of (i) the date which is one year (or
such other period as set forth in the Agreement relating to such option) after
the date of death and (ii) the expiration date of the term of such option.

         If the employment with the Company of a holder of an Incentive Stock
Option terminates for any reason other than Permanent and Total Disability or
death or for Cause, each Incentive Stock Option held by such optionee shall be
exercisable to the extent set forth in Section 2.2(a), Section 2.2(b) or 2.2(d),
as applicable (unless otherwise specified in the Agreement relating to the
option), and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier to occur of
(i) the date which is three months after the effective date of such optionee's
termination of employment and (ii) the expiration date of the term of such
option.

         (f) Death Following Termination of Employment or Service. Unless
otherwise specified in the Agreement relating to an option if the holder of an
option dies during the applicable Post-Termination Exercise Period, each option
held by such holder shall be exercisable only to the extent that such option is
exercisable on the date of such holder's death and may thereafter be exercised
by the holder's executor, administrator, legal representative, beneficiary or
similar person until and including the earlier to occur of (i) the date which is
one year (or such other period as set forth in the Agreement relating to such
option) after the date of death and (ii) the expiration date of the term of such
option.

         (g) Cause. Notwithstanding anything to the contrary in this Plan or in
any Agreement relating to an option if the employment with or service to the
Company of the holder of an option is terminated by the Company for Cause, each
option held by such holder automatically shall be canceled on the effective date
of such holder's termination of employment or service.




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III.     PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS

         3.1 ELIGIBILITY.

         Each Non-Employee Director shall be granted options to purchase shares
of Common Stock in accordance with this Article III. All options granted under
this Article III shall be Non-Qualified Stock Options.

         3.2 AUTOMATIC GRANTS OF STOCK OPTIONS.

         Each Non-Employee Director shall be granted Non-Qualified Stock Options
as follows:

         (a) Time of Grant. (i) On the date that each person first becomes a
Non-Employee Director (a "Director Commencement Date"), such person shall be
granted an option to purchase 20,000 shares of Common Stock, at a purchase price
per share equal to 100% of the Fair Market Value of a share of Common Stock on
the date of grant of such option.

         (ii) On the date that is 90 days after a Non-Employee Director's
Director Commencement Date, such Non-Employee Director shall be granted an
option to purchase a number of shares of Common Stock (not to exceed 30,000)
equal to the number of shares of Common Stock purchased by such Non-Employee
Director during the 90 day period beginning on such Director Commencement Date,
at a purchase price per share equal to 100% of the Fair Market Value of a share
of Common Stock on the date of grant of such option.

         (iii) On January 31, 2003 and thereafter on the date of each annual
meeting of shareholders of the Company (beginning in 2003), each person who is a
Non-Employee Director on such date shall be granted an option to purchase 10,000
shares of Common Stock at a purchase price per share equal to 100% of the Fair
Market Value of a share of Common Stock on the date of grant of such option.

         (iv) If a Non-Employee Director's Director Commencement Date is not on
the date of an annual meeting of shareholders of the Company, then on such
Director Commencement Date, such Non-Employee Director shall be granted an
option to purchase a number of shares of Common Stock equal to 10,000 multiplied
by a fraction, the numerator of which is the number of days from and including
such Director Commencement Date until the date of the next following annual
meeting of shareholders of the Company, at a purchase price per share equal to
100% of the Fair Market Value of a Share of Common Stock on the date of grant of
such option.

         (b) Exercise Period and Exercisability. Each option granted under
Section 3.2(a)(i) or Section 3.2 (a)(ii) shall become fully exercisable in equal
annual installments over the initial term as a director of the Non-Employee
Director to whom such option is granted, each option granted under Section
3.2(a)(iii) shall become fully exercisable one year following the date of grant
and each option granted under Section 3.2(a)(iv) shall become fully exercisable
on the date of the annual meeting of shareholders of the Company next following
the date of grant. Each option granted under this Section 3.2 shall expire ten
years after its date of grant. An exercisable option, or portion thereof, may be
exercised in whole or in part only with respect to whole shares of Common Stock.
Options granted under this Section 3.2 shall be exercisable in accordance with
Section 2.1(c).

         3.3. TERMINATION OF DIRECTORSHIP.

         (a) Disability. If the holder of an option granted under Section 3.2
ceases to be a director of the Company by reason of Disability, each such option
held by such holder shall be fully exercisable and may thereafter be exercised
by such holder (or such holder's legal representative or similar person) until
and including the earlier to occur of (i) the date which is one year after the
effective date of such holder's ceasing to be a director and (ii) the expiration
date of the term of such option.

         (b) Retirement. If the holder of an option granted under Section 3.2
ceases to be a director of the Company on or after age 60, each such option held
by such holder shall be exercisable only to the extent that such option is
exercisable on the effective date of such holder's ceasing to be a director and
may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier to occur of
(i) the date which is two years after the effective date of such holder's
ceasing to be a director and (ii) the expiration date of the term of such
option.

         (c) Death. If the holder of an option granted under Section 3.2 ceases
to be a director of the Company by reason of death, each such option held by
such holder shall be fully exercisable and may thereafter be exercised by such


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holder's executor, administrator, legal representative, beneficiary or similar
person until and including the earlier to occur of (i) the date which is one
year after the date of death and (ii) the expiration date of the term of such
option.

         (d) Other Termination. If the holder of an option granted under Section
3.2 ceases to be a director of the Company for any reason other than Disability,
ceasing to be a director on or after age 60 or death, each such option held by
such holder shall be exercisable only to the extent such option is exercisable
on the effective date of such holder's ceasing to be a director and may
thereafter be exercised by such holder (or such holder's legal representative or
similar person) until and including the earlier to occur of (i) the date which
is three months after the effective date of such holder's ceasing to be a
director and (ii) the expiration date of the term of such option.

         (e) Death Following Termination of Directorship. If the holder of an
option granted under Section 3.2 dies during the period set forth in Section
3.3(a) following such holder's ceasing to be a director of the Company by reason
of Disability, during the period set forth in Section 3.3(b) following such
holder's ceasing to be a director of the Company on or after age 60, or during
the period set forth in Section 3.3(d) following such holder's ceasing to be a
director for any reason other than by reason of Disability or ceasing to be a
director on or after age 60, each such option held by such holder shall be
exercisable only to the extent that such option is exercisable on the date of
the holder's death and may thereafter be exercised by such holder's executor,
administrator, legal representative, beneficiary or similar person until and
including the earlier to occur of (i) the date which is one year after the date
of death and (ii) the expiration date of the term of such option.

IV.      GENERAL

         4.1. EFFECTIVE DATE AND TERM OF PLAN.

         This Plan shall be submitted to the stockholders of the Company for
approval at the 2002 annual meeting of stockholders and, if approved by the
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at such meeting, shall become effective on the date of
such approval. This Plan shall terminate ten years after its effective date,
unless terminated earlier by the Board. Termination of this Plan shall not
affect the terms or conditions of any award granted prior to termination. In the
event that this Plan is not approved by the stockholders of the Company, this
Plan and any awards granted hereunder shall be null and void.

         4.2. AMENDMENTS.

         The Board may amend this Plan as it shall deem advisable, subject to
any requirement of stockholder approval required by applicable law, rule or
regulation, including Section 162(m) and Section 422 of the Code; provided,
however, that no amendment shall be made without stockholder approval if such
amendment would (a) increase the maximum number of shares of Common Stock
available under this Plan (subject to Section 4.7), (b) effect any change
inconsistent with Section 422 of the Code or (c) extend the term of this Plan.
No amendment may impair the rights of a holder of an outstanding award without
the consent of such holder.

         4.3. AGREEMENT.

         No award shall be valid until an Agreement is executed by the Company
and the recipient of such award and, upon execution by each party and delivery
of the executed Agreement to the Company, such award shall be effective as of
the effective date set forth in the Agreement.

         4.4. NON-TRANSFERABILITY OF AWARDS.

         Unless otherwise specified in the Agreement relating to an award, no
award shall be transferable other than by will, the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the
Company. Except to the extent permitted by the foregoing sentence or the
Agreement relating to an award, each award may be exercised during the holder's
lifetime only by the holder or the holder's legal representative or similar
person. Except to the extent permitted by the second preceding sentence or the
Agreement relating to an award, no award may be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation
of law or otherwise) or be subject to execution, attachment or similar process.
Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of any such award, such award and all rights thereunder shall
immediately become null and void.


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         4.5. TAX WITHHOLDING.

         The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock pursuant to an award made hereunder,
payment by the holder of such award of any Federal, state, local or other taxes
which may be required to be withheld or paid in connection with such award. An
Agreement may provide that (i) the Company shall withhold whole shares of Common
Stock which would otherwise be delivered to a holder, having an aggregate Fair
Market Value determined as of the date the obligation to withhold or pay taxes
arises in connection with an award (the "Tax Date"), in the amount necessary to
satisfy any such obligation or (ii) the holder may satisfy any such obligation
by any of the following means: (A) a cash payment to the Company, (B) delivery
(either actual delivery or by attestation procedures established by the Company)
to the Company of Mature Shares having an aggregate Fair Market Value,
determined as of the Tax Date, equal to the amount necessary to satisfy any such
obligation, (C) authorizing the Company to withhold whole shares of Common Stock
which would otherwise be delivered having an aggregate Fair Market Value,
determined as of the Tax Date, or withhold an amount of cash which would
otherwise be payable to a holder, equal to the amount necessary to satisfy any
such obligation, (D) in the case of the exercise of an option, a cash payment by
a broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in
each case to the extent set forth in the Agreement relating to the award. Shares
of Common Stock to be delivered or withheld may not have an aggregate Fair
Market Value in excess of the amount determined by applying the minimum
statutory withholding rate. Any fraction of a share of Common Stock which would
be required to satisfy such an obligation shall be disregarded and the remaining
amount due shall be paid in cash by the holder.

         4.6. RESTRICTIONS ON SHARES.

         Each award made hereunder shall be subject to the requirement that if
at any time the Company determines that the listing, registration or
qualification of the shares of Common Stock subject to such award upon any
securities exchange or automated quotation system or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the exercise
of such award or the delivery of shares thereunder, such award shall not be
exercised and such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any award made hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

         4.7. ADJUSTMENT.

         In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares,
liquidation, spin-off or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than a regular cash dividend, the
number and class of securities available under this Plan, the number and class
of securities subject to each outstanding option and the purchase price per
security, the number and class of securities subject to each option to be
granted to Non-Employee Directors pursuant to Article III, the maximum number of
securities with respect to which options and may be granted during any calendar
year to any person shall be appropriately adjusted by the Committee, such
adjustments to be made in the case of outstanding options without an increase in
the aggregate purchase price. The decision of the Committee regarding any such
adjustment shall be final, binding and conclusive. If any such adjustment would
result in a fractional security being (a) available under this Plan, such
fractional security shall be disregarded, or (b) subject to an award under this
Plan, the Company shall pay the holder of such award, in connection with the
first vesting or exercise of such award in whole or in part occurring after such
adjustment, an amount in cash determined by multiplying (i) the fraction of such
security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A)
the Fair Market Value on the vesting or exercise date over (B) the exercise
price of such award.

         4.8. CHANGE IN CONTROL.

         (a) (1) Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive shares of common stock
that are registered under Section 12 of the Exchange Act, (i) all outstanding
options shall immediately become exercisable in full, (ii) the Performance
Measures applicable to any outstanding award shall be deemed to be satisfied at
the maximum level and (iii) there shall be substituted for each share of Common
Stock available under this Plan, whether or not then subject to an outstanding
award, the number and class of shares into which each outstanding share of
Common Stock shall be converted pursuant to such Change in Control. In the event
of any such substitution, the


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<PAGE>

purchase price per share of an option shall be appropriately adjusted by the
Committee (whose determination shall be final, binding and conclusive), such
adjustments to be made in the case of outstanding options without an increase in
the aggregate purchase price price.

         (2) Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(1) or (2) below, or in the
event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive consideration other
than shares of common stock that are registered under Section 12 of the Exchange
Act, each outstanding award shall be surrendered to the Company by the holder
thereof, and each such award shall immediately be canceled by the Company, and
the holder shall receive, within ten days of the occurrence of a Change in
Control, a cash payment from the Company in an amount equal to the number of
shares of Common Stock then subject to such option, multiplied by the excess, if
any, of the greater of (A) the highest per share price offered to stockholders
of the Company in any transaction whereby the Change in Control takes place or
(B) the Fair Market Value of a share of Common Stock on the date of occurrence
of the Change in Control, over the purchase price per share of Common Stock
subject to the option.

         (b) "Change in Control" shall mean:

         (1) the acquisition by any individual, entity or group (a "Person"),
including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 50% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding Common
Stock") or (ii) the combined voting power of the then outstanding securities of
the Company entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"); excluding, however, the following: (A) any
acquisition directly from the Company (excluding any acquisition resulting from
the exercise of an exercise, conversion or exchange privilege unless the
security being so exercised, converted or exchanged was acquired directly from
the Company), (B) any acquisition by the Company, (C) any acquisition by an
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Section 6.8(b); provided further, that for
purposes of clause (B), if any Person (other than the Company or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company) shall become the beneficial owner of 50%
or more of the Outstanding Common Stock or 50% or more of the Outstanding Voting
Securities by reason of an acquisition by the Company, and such Person shall,
after such acquisition by the Company, become the beneficial owner of any
additional shares of the Outstanding Common Stock or any additional Outstanding
Voting Securities and such beneficial ownership is publicly announced, such
additional beneficial ownership shall constitute a Change in Control;

         (2) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of
such Board; provided that any individual who becomes a director of the Company
subsequent to the date hereof whose election, or nomination for election by the
Company's stockholders, was approved by the vote of at least a majority of the
directors then comprising the Incumbent Board shall be deemed a member of the
Incumbent Board; and provided further, that any individual who was initially
elected as a director of the Company as a result of an actual or threatened
solicitation by a Person other than the Board for the purpose of opposing a
solicitation by any other Person with respect to the election or removal of
directors, or any other actual or threatened solicitation of proxies or consents
by or on behalf of any Person other than the Board shall not be deemed a member
of the Incumbent Board;

         (3) the consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction
pursuant to which (i) all or substantially all of the individuals or entities
who are the beneficial owners, respectively, of the Outstanding Common Stock and
the Outstanding Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 50% of,
respectively, the outstanding shares of common stock, and the combined voting
power of the outstanding securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such
Corporate Transaction (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the
Company's assets either directly or indirectly) in substantially the same
proportions relative to each other as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Common Stock and the Outstanding
Voting Securities, as the case may be, (ii) no Person (other than: the Company;
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company; the corporation resulting
from such Corporate Transaction; and any Person which beneficially owned,
immediately prior to such Corporate Transaction, directly or indirectly, 50% or
more of the Outstanding Common Stock or the Outstanding Voting Securities, as
the case may be) will beneficially own, directly or



                                       9
<PAGE>

indirectly, 50% or more of, respectively, the outstanding shares of common stock
of the corporation resulting from such Corporate Transaction or the combined
voting power of the outstanding securities of such corporation entitled to vote
generally in the election of directors and (iii) individuals who were members of
the Incumbent Board will constitute at least a majority of the members of the
board of directors of the corporation resulting from such Corporate Transaction;
or

         (4) the consummation of a plan of complete liquidation or dissolution
of the Company.

         4.9. NO RIGHT OF PARTICIPATION OR EMPLOYMENT.

         Except as provided in Article III, no person shall have any right to
participate in this Plan. Neither this Plan nor any award made hereunder shall
confer upon any person any right to continued employment by the Company, any
Subsidiary or any affiliate of the Company or affect in any manner the right of
the Company, any Subsidiary or any affiliate of the Company to terminate the
employment of any person at any time without liability hereunder.

         4.10. RIGHTS AS STOCKHOLDER.

         No person shall have any right as a stockholder of the Company with
respect to any shares of Common Stock or other equity security of the Company
which is subject to an award hereunder unless and until such person becomes a
stockholder of record with respect to such shares of Common Stock or equity
security.

         4.11. DESIGNATION OF BENEFICIARY.

         If permitted by the Company, a holder of an award may file with the
Committee a written designation of one or more persons as such holder's
beneficiary or beneficiaries (both primary and contingent) in the event of the
holder's death. To the extent an outstanding option granted hereunder is
exercisable, such beneficiary or beneficiaries shall be entitled to exercise
such option.

         Each beneficiary designation shall become effective only when filed in
writing with the Committee during the holder's lifetime on a form prescribed by
the Committee. The spouse of a married holder domiciled in a community property
jurisdiction shall join in any designation of a beneficiary other than such
spouse. The filing with the Committee of a new beneficiary designation shall
cancel all previously filed beneficiary designations.

         If a holder fails to designate a beneficiary, or if all designated
beneficiaries of a holder predecease the holder, then each outstanding option
hereunder held by such holder, to the extent exercisable, may be exercised by
such holder's executor, administrator, legal representative or similar person.

         4.12. GOVERNING LAW.

         This Plan, each award hereunder and the related Agreement, and all
determinations made and actions taken pursuant thereto, to the extent not
otherwise governed by the Code or the laws of the United States, shall be
governed by the laws of the State of Wisconsin and construed in accordance
therewith without giving effect to principles of conflicts of laws.

         4.13 FOREIGN EMPLOYEES.

         Without amending this Plan, the Committee may grant awards to eligible
persons who are subject to the laws of foreign countries or jurisdictions on
such terms and conditions different from those specified in this Plan as may in
the judgment of the Committee be necessary or desirable to foster and promote
achievement of the purposes of this Plan and, in furtherance of such purposes
the Committee may make such modifications, amendments, procedures, subplans and
the like as may be necessary or advisable to comply with provisions of laws of
other countries or jurisdictions in which the Company or its Subsidiaries
operate or have employees.

         4.14. NO REPRICING OF AWARDS.

         Notwithstanding anything in this Plan to the contrary and subject to
Section 4.7, the exercise price of any award granted hereunder shall not be
reduced after the date of grant of such award, and no award granted hereunder
shall be canceled for the purpose of regranting a new award at a lower exercise
price without the affirmative vote of a majority of



                                       10
<PAGE>

the voting power of the shares of capital stock of the Company represented at a
meeting in which the reduction of such exercise price or the cancellation and
regranting of an award, as the case may be, is considered for approval.





















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