BANTA CORPORATION
                           1995 EQUITY INCENTIVE PLAN
                                   As Amended


   Section 1.     Purpose

             The purpose of the Banta Corporation 1995 Equity Incentive Plan
   (the "Plan") is to promote the best interests of Banta Corporation
   (together with any successor thereto, the "Company") and its shareholders
   by providing key employees of the Company and its Affiliates (as defined
   below) and members of the Company's Board of Directors who are not
   employees of the Company or its Affiliates with an opportunity to acquire
   a proprietary interest in the Company.  It is intended that the Plan will
   promote continuity of management and increased incentive and personal
   interest in the welfare of the Company by those key employees who are
   primarily responsible for shaping and carrying out the long-range plans of
   the Company and securing the Company's continued growth and financial
   success.  In addition, by encouraging stock ownership by directors who are
   not employees of the Company or its Affiliates, the Company seeks to
   attract and retain on its Board of Directors persons of exceptional
   competence and to provide a further incentive to serve as a director of
   the Company.

   Section 2.     Definitions

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

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

             (b)  "Award" shall mean any Option, Stock Appreciation Right,
   Restricted Stock or Performance Share granted under the Plan.

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

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

             (e)  "Commission" shall mean the United States Securities and
   Exchange Commission or any successor agency.

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

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

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

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

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

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

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

             (m)  "Non-Qualified Stock Option" shall mean an option granted
   under Section 6(a) of the Plan that is not intended to be an Incentive
   Stock Option and shall mean any option granted to a Non-Employee Director
   under Section 6(b) of the Plan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

             (q)  "Performance Period" shall mean, in relation to Performance
   Shares, any period for which a Performance Goal or Goals have been
   established.

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

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

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

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

             (v)  "Restricted Stock" shall mean any Share granted under
   Section 6(d) of the Plan or, in specified circumstances, a Share paid in
   connection with a Performance Share under Section 6(e) of the Plan.

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

             (x)  "Shares" shall mean shares of common stock of the Company,
   $.10 par value, and such other securities or property as may become
   subject to Awards pursuant to an adjustment made under Section 4(b) of the
   Plan.

             (y)  "Stock Appreciation Right" shall mean any right granted
   under Section 6(c) of the Plan.

   Section 3.     Administration

             The Plan shall be administered by the Committee; provided,
   however, that if at any time the Committee shall not be in existence, the
   functions of the Committee as specified in the Plan shall be exercised by
   a committee consisting of those members of the Board of Directors of the
   Company who qualify as "non-employee directors for purposes of Section 16"
   under Rule 16b-3 and as "outside directors" under Section 162(m)(4)(C) of
   the Code (or any successor provision thereto).  Subject to the terms of
   the Plan and without limitation by reason of enumeration, the Committee
   shall have full power and authority to:  (i) designate Participating Key
   Employees; (ii) determine the type or types of Awards to be granted to
   each Participating Key Employee under the Plan; (iii) determine the number
   of Shares to be covered by (or with respect to which payments, rights, or
   other matters are to be calculated in connection with) Awards granted to
   Participating Key Employees; (iv) determine the terms and conditions of
   any Award granted to a Participating Key Employee; (v) determine whether,
   to what extent, and under what circumstances Awards granted to
   Participating Key Employees may be settled or exercised in cash, Shares,
   other securities, other Awards, or other property, and the method or
   methods by which Awards may be settled, exercised, cancelled, forfeited,
   or suspended; (vi) determine whether, to what extent, and under what
   circumstances cash, Shares, other Awards, and other amounts payable with
   respect to an Award granted to Participating Key Employees under the Plan
   shall be deferred either automatically or at the election of the holder
   thereof or of the Committee; (vii) interpret and administer the Plan and
   any instrument or agreement relating to, or Award made under, the Plan
   (including, without limitation, any Award Agreement); (viii) establish,
   amend, suspend, or waive such rules and regulations and appoint such
   agents as it shall deem appropriate for the proper administration of the
   Plan; and (ix) make any other determination and take any other action that
   the Committee deems necessary or desirable for the administration of the
   Plan.  Unless otherwise expressly provided in the Plan, all designations,
   determinations, interpretations, and other decisions under or with respect
   to the Plan or any Award shall be within the sole discretion of the
   Committee, may be made at any time, and shall be final, conclusive, and
   binding upon all Persons, including the Company, any Affiliate, any
   Participating Key Employee, any Non-Employee Director, any holder or
   beneficiary of any Award, any shareholder, and any employee of the Company
   or of any Affiliate.  Notwithstanding the foregoing, Awards to Non-
   Employee Directors under the Plan shall be automatic and the amount and
   terms of such Awards shall be determined as provided in Section 6(b) of
   the Plan.

   Section 4.     Shares Available for Award

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

                  (i)  Number of Shares Available.  The number of Shares with
        respect to which Awards may be granted under the Plan shall be
        1,000,000.  If, after the effective date of the Plan, any Shares
        covered by an Award granted under the Plan, or to which any Award
        relates, are forfeited or if an Award otherwise terminates, expires
        or is cancelled prior to the delivery of all of the Shares or of
        other consideration issuable or payable pursuant to such Award, then
        the number of Shares counted against the number of Shares available
        under the Plan in connection with the grant of such Award, to the
        extent of any such forfeiture, termination, expiration or
        cancellation, shall again be available for granting of additional
        Awards under the Plan.

                  (ii) Limitations on Awards to Individual Participants.  No
        Participating Key Employee shall be granted Awards under the Plan
        that could result in such Participating Key Employee exercising
        Options for, or Stock Appreciation Rights with respect to, more than
        150,000 Shares or receiving Awards relating to more than 50,000
        Shares of Restricted Stock or more than 50,000 Performance Shares
        under the Plan.  Such number of Shares as specified in the preceding
        sentence shall be subject to adjustment in accordance with the terms
        of Section 4(b) hereof.  In all cases, determinations under this
        Section 4(a)(ii) shall be made in a manner that is consistent with
        the exemption for performance-based compensation provided by Section
        162(m) of the Code (or any successor provision thereto) and any
        regulations promulgated thereunder.

                  (iii)     Accounting for Awards.  The number of Shares
        covered by an Award under the Plan, or to which such Award relates,
        shall be counted on the date of grant of such Award against the
        number of Shares available for granting Awards under the Plan.

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

             (b)  Adjustments.  In the event that the Committee shall
   determine that any dividend or other distribution (whether in the form of
   cash, Shares, other securities, or other property), recapitalization,
   stock split, reverse stock split, reorganization, merger, consolidation,
   split-up, spin-off, combination, repurchase, or exchange of Shares or
   other securities of the Company, issuance of warrants or other rights to
   purchase Shares or other securities of the Company, or other similar
   corporate transaction or event affects the Shares such that an adjustment
   is determined by the Committee to be appropriate in order to prevent
   dilution or enlargement of the benefits or potential benefits intended to
   be made available under the Plan, then the Committee may, in such manner
   as it may deem equitable, adjust any or all of (i) the number and type of
   Shares subject to the Plan and which thereafter may be made the subject of
   Awards under the Plan, (ii) the number and type of Shares subject to
   outstanding Awards, and (iii) the grant, purchase, or exercise price with
   respect to any Award, or, if deemed appropriate, make provision for a cash
   payment to the holder of an outstanding Award; provided, however, in each
   case, that with respect to Awards of Incentive Stock Options no such
   adjustment shall be authorized to the extent that such authority would
   cause the Plan to violate Section 422(b) of the Code (or any successor
   provision thereto); and provided further that the number of Shares subject
   to any Award payable or denominated in Shares shall always be a whole
   number.  Notwithstanding the foregoing, Non-Qualified Stock Options
   subject to grant or previously granted to Non-Employee Directors under
   Section 6(b) of the Plan at the time of any event described in the
   preceding sentence shall be subject to only such adjustments as shall be
   necessary to maintain the relative proportionate interest represented
   thereby immediately prior to any such event and to preserve, without
   exceeding, the value of such Options.

   Section 5.     Eligibility

             Any Key Employee, including any executive officer or employee-
   director of the Company or of any Affiliate, who is not a member of the
   Committee shall be eligible to be designated a Participating Key Employee. 
   All Non-Employee Directors shall receive Awards of Non-Qualified Stock
   Options as provided in Section 6(b).

   Section 6.     Awards

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

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

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

                  (iii)     Exercisability and Method of Exercise.  An Option
        shall become exercisable in such manner and within such period or
        periods and in such installments or otherwise as shall be determined
        by the Committee.  The Committee also shall determine the method or
        methods by which, and the form or forms, including, without
        limitation, cash, Shares, other securities, other Awards, or other
        property, or any combination thereof, having a Fair Market Value on
        the exercise date equal to the relevant exercise price, in which
        payment of the exercise price with respect to any Option may be made
        or deemed to have been made.

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

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

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

                  (ii) Grant of Options to Newly-Elected Non-Employee
        Directors.  Any Person who is first elected as a Non-Employee
        Director after the effective date of the Plan shall, on the date of
        such election, automatically be granted a Non-Qualified Stock Option
        to purchase 3,000 Shares (which number of Shares shall be subject to
        adjustment in the manner provided in Section 4(b) hereof).

                  (iii)     Annual Option Grants to Non-Employee Directors. 
        Each Non-Employee Director (if he or she continues to serve in such
        capacity) shall, on the day following the annual meeting of
        shareholders in each year during the time the Plan is in effect,
        automatically be granted a Non-Qualified Stock Option to purchase
        1,000 Shares (which number of Shares shall be subject to adjustment
        in the manner provided in Section 4(b) hereof); provided, however,
        that a Person who is first elected as a Non-Employee Director on the
        date of an annual meeting of shareholders and who receives on that
        date a Non-Qualified Stock Option pursuant to Section 6(b)(ii) hereof
        shall not be eligible to begin to receive grants pursuant to this
        Section 6(b)(iii) until the day following the next succeeding annual
        meeting of shareholders.

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

                  (v)  Exercise Price.  The exercise price per Share for a
        Non-Qualified Stock Option granted to a Non-Employee Director under
        the Plan shall be equal to 100% of the "market value" of a Share on
        the date of grant of such Option.  The "market value" of a Share on
        the date of grant to the Non-Employee Director shall be the last sale
        price per Share for the Shares in the Nasdaq National Market on the
        trading date next preceding such grant date; provided, however, that
        if the principal market for the Shares is then a national securities
        exchange, the "market value" shall be the closing price per Share for
        the Shares on the principal securities exchange on which the Shares
        are traded on the trading date next preceding the date of grant, or,
        in either case above, if no trading occurred on the trading date next
        preceding the date on which the Non-Qualified Stock Option is
        granted, then the "market price" per Share shall be determined with
        reference to the next preceding date on which the Shares were traded.

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

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

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

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

             (c)  Stock Appreciation Rights.  The Committee is hereby
   authorized to grant Stock Appreciation Rights to Key Employees.  Non-
   Employee Directors are not eligible to be granted Stock Appreciation
   Rights under the Plan.  Subject to the terms of the Plan and any
   applicable Award Agreement, a Stock Appreciation Right granted under the
   Plan shall confer on the holder thereof a right to receive, upon exercise
   thereof, the excess of (i) the Fair Market Value of one Share on the date
   of exercise over (ii) the grant price of the Stock Appreciation Right as
   specified by the Committee, which shall not be less than 100% of the Fair
   Market Value of one Share on the date of grant of the Stock Appreciation
   Right.  Subject to the terms of the Plan, the grant price, term, methods
   of exercise, methods of settlement (including whether the Participating
   Key Employee will be paid in cash, Shares, other securities, other Awards,
   or other property, or any combination thereof), and any other terms and
   conditions of any Stock Appreciation Right shall be as determined by the
   Committee.  The Committee may impose such conditions or restrictions on
   the exercise of any Stock Appreciation Right as it may deem appropriate.

             (d)  Restricted Stock Awards.

                  (i)  Issuance.  The Committee is hereby authorized to grant
        Awards of Restricted Stock to Key Employees; provided, however, that
        the aggregate number of Shares of Restricted Stock granted under the
        Plan to all Participating Key Employees as a group shall not exceed
        150,000 (such number of Shares subject to adjustment in accordance
        with the terms of Section 4(b) hereof).  Non-Employee Directors are
        not eligible to be granted Restricted Stock under the Plan.

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

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

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

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

             (e)  Performance Shares.

                  (i)  Issuance.  The Committee is hereby authorized to grant
        Awards of Performance Shares to Participating Key Employees.  Non-
        Employee Directors are not eligible to be granted Performance Shares
        under the Plan.

                  (ii) Performance Goals and Other Terms.  The Committee
        shall determine the Performance Period, the Performance Goal or Goals
        (and the performance level or levels related thereto) to be achieved
        during any Performance Period, the proportion of payments, if any, to
        be made for performance between the minimum and full performance
        levels for any Performance Goal and, if applicable, the relative
        percentage weighting given to each of the selected Performance Goals,
        the restrictions applicable to Shares of Restricted Stock received
        upon payment of Performance Shares if Performance Shares are paid in
        such manner, and any other terms, conditions and rights relating to a
        grant of Performance Shares.  The Committee shall have sole
        discretion to alter the selected Performance Goals set forth in
        Section 2(p), subject to shareholder approval, to the extent required
        to comply with Rule 16b-3 and to qualify the Award for the
        performance-based exemption provided by Section 162(m) of the Code
        (or any successor provision thereto).  Notwithstanding the foregoing,
        in the event the Committee determines it is advisable to grant
        Performance Shares which do not qualify for the performance-based
        exemption under Section 162(m) of the Code (or any successor
        provision thereto), the Committee may make such grants without
        satisfying the requirements thereof.

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

                  (iv) Payment of Performance Shares. As soon as is
        reasonably practicable following the end of the applicable
        Performance Period, and subject to the Committee certifying in
        writing as to the satisfaction of the requisite Performance Goal or
        Goals if such certification is required in order to qualify the Award
        for the performance-based exemption provided by Section 162(m) of the
        Code (or any successor provision thereto), one or more certificates
        representing the number of Shares equal to the number of Performance
        Shares payable shall be registered in the name of and delivered to
        the Participating Key Employee; provided, however, that any Shares of
        Restricted Stock payable in connection with Performance Shares shall,
        pending the expiration, lapse, or waiver of the applicable
        restrictions, be evidenced in the manner as set forth in Section
        6(d)(iii) hereof. 

             (f)  General.

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

                  (ii) Award Agreements.  Each Award granted under the Plan
        shall be evidenced by an Award Agreement in such form (consistent
        with the terms of the Plan) as shall have been approved by the
        Committee.

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

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

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

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

                  (vii)     Rule 16b-3 Six-Month Limitations.  To the extent
        required in order to comply with Rule 16b-3 only, any equity security
        offered pursuant to the Plan may not be sold for at least six months
        after acquisition, except in the case of death or disability, and any
        derivative security issued pursuant to the Plan shall not be
        exercisable for at least six months, except in case of death or
        disability of the holder thereof.  Terms used in the preceding
        sentence shall, for the purposes of such sentence only, have the
        meanings, if any, assigned or attributed to them under Rule 16b-3.

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

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

             (a)  Amendments to and Termination of the Plan.  The Board of
   Directors of the Company may at any time amend, alter, suspend,
   discontinue, or terminate the Plan; provided, however, that the provisions
   of Section 6(b) of the Plan shall not be amended more than once every six
   months, other than to comport with changes in the Code, the Employee
   Retirement Income Security Act of 1974, as amended, or the rules
   promulgated thereunder; and provided further that shareholder approval of
   any amendment of the Plan shall also be obtained if otherwise required by:
   (i) the rules and/or regulations promulgated under Section 16 of the
   Exchange Act (in order for the Plan to remain qualified under Rule 16b-3),
   (ii) the Code or any rules promulgated thereunder (in order to allow for
   Incentive Stock Options to be granted under the Plan), or (iii) the
   quotation or listing requirements of the Nasdaq National Market or any
   principal securities exchange or market on which the Shares are then
   traded (in order to maintain the quotation or listing of the Shares
   thereon).  Termination of the Plan shall not affect the rights of
   Participating Key Employees or Non-Employee Directors with respect to
   Awards previously granted to them, and all unexpired Awards shall continue
   in force and effect after termination of the Plan except as they may lapse
   or be terminated by their own terms and conditions.

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

   Section 8.     General Provisions

             (a)  No Rights to Awards.  No Key Employee, Participating Key
   Employee or other Person (other than a Non-Employee Director to the extent
   provided in Section 6(b) of the Plan) shall have any claim to be granted
   any Award under the Plan, and there is no obligation for uniformity of
   treatment of Key Employees, Participating Key Employees, or holders or
   beneficiaries of Awards under the Plan.  The terms and conditions of
   Awards need not be the same with respect to each Participating Key
   Employee.

             (b)  Withholding.  No later than the date as of which an amount
   first becomes includible in the gross income of a Participating Key
   Employee for federal income tax purposes with respect to any Award under
   the Plan, the Participating Key Employee shall pay to the Company, or make
   arrangements satisfactory to the Company regarding the payment of, any
   federal, state, local or foreign taxes of any kind required by law to be
   withheld with respect to such amount.  Unless otherwise determined by the
   Committee, withholding obligations arising with respect to Awards to
   Participating Key Employees under the Plan may be settled with Shares
   (other than Restricted Securities), including Shares that are part of, or
   are received upon exercise of, the Award that gives rise to the
   withholding requirement.  The obligations of the Company under the Plan
   shall be conditional on such payment or arrangements, and the Company and
   any Affiliate shall, to the extent permitted by law, have the right to
   deduct any such taxes from any payment otherwise due to the Participating
   Key Employee.  The Committee may establish such procedures as it deems
   appropriate for the settling of withholding obligations with Shares,
   including, without limitation, the establishment of such procedures as may
   be necessary to satisfy the requirements of Rule 16b-3.

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

             (d)  Rights and Status of Recipients of Awards.  The grant of an
   Award shall not be construed as giving a Participating Key Employee the
   right to be retained in the employ of the Company or any Affiliate. 
   Further, the Company or any Affiliate may at any time dismiss a
   Participating Key Employee from employment, free from any liability, or
   any claim under the Plan, unless otherwise expressly provided in the Plan
   or in any Award Agreement.  The grant of an Award to a Non-Employee
   Director pursuant to Section 6(b) of the Plan shall confer no right on
   such Non-Employee Director to continue as a director of the Company. 
   Except for rights accorded under the Plan and under any applicable Award
   Agreement, Participating Key Employees and Non-Employee Directors shall
   have no rights as holders of Shares as a result of the granting of Awards
   hereunder.

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

             (f)  Governing Law.  The validity, construction, and effect of
   the Plan and any rules and regulations relating to the Plan shall be
   determined in accordance with the laws of the State of Wisconsin and
   applicable federal law.

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

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

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

   Section 9.     Effective Date of the Plan

             The Plan shall be effective on the day immediately following its
   approval by the shareholders of the Company provided that such approval is
   obtained within twelve months following the date of adoption of the Plan
   by the Board of Directors of the Company.