OSHKOSH TRUCK CORPORATION
                      1990 INCENTIVE STOCK PLAN, as amended


Section 1. Establishment, Purpose, and Effective
           Amended: As of  2/5/01

          1.1 Establishment. Oshkosh Truck Corporation, a Wisconsin corporation,
hereby establishes the "1990 INCENTIVE STOCK PLAN" (the "Plan") for key
employees and for directors of the Corporation who are not employees of the
Corporation or any Subsidiary. The Plan permits the grant of Stock Options and
Restricted Stock.

          1.2 Purpose. The purpose of the Plan is to advance the interests of
the Corporation and its Subsidiaries and promote continuity of management by
encouraging and providing for the acquisition of an equity interest in the
success of the Corporation by key employees and by enabling the Corporation to
attract and retain the services of key employees upon whose judgment, interest,
skills, and special effort the successful conduct of its operations is largely
dependent. In addition, the Plan is designed to promote the best interests of
the Corporation and its shareholders by providing a means to attract and retain
competent directors who are not employees of the Corporation or any Subsidiary
and to provide opportunities for stock ownership by such directors which will
increase their proprietary interest in the Corporation and, consequently, their
identification with the interests of the shareholders of the Corporation.

          1.3 Effective Date. The Plan was initially effective April 9, 1990,
was amended effective April 25, 1994, and was further amended effective
September 21, 1998, by action at the 1999 annual meeting of the Corporation's
shareholders, and was further amended by the Board of Directors to give effect
to a 3-for-2 stock split effective August 19, 1999, and was further amended by
the Board of Directors effective June 30, 2000, and was further amended
effective February 5, 2001, by action at the 2001 annual meeting of the
Corporation's shareholders.

Section 2. Definitions; Construction

          2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:

          (a)  "Act" means the federal Securities Exchange Act of 1934, as
               amended.

          (b)  "Affiliate" has the meaning ascribed to such term in Rule 12b-2
               promulgated under the Act or any successor rule or regulation
               thereto.


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          (c)  "Board" means the Board of Directors of the Corporation.

          (d)  A "Change in Control" shall be deemed to have occurred if the
               event set forth in any one of the following paragraphs shall have
               occurred:

               (i) at any time that either no shares of Class A Common Stock of
     the Corporation are issued and outstanding or Excluded Persons (as defined
     below) have ceased to beneficially own a majority of the outstanding shares
     of Class A Common Stock of the Corporation, any Person (other than (A) the
     Corporation or any of its subsidiaries, (B) a trustee or other fiduciary
     holding securities under any employee benefit plan of the Corporation or
     any of its subsidiaries, (C) an underwriter temporarily holding securities
     pursuant to an offering of such securities, (D) a corporation owned,
     directly or indirectly, by the shareholders of the Corporation in
     substantially the same proportions as their ownership of stock in the
     Corporation or (E) an Exempt Person ("Excluded Persons")) is or becomes the
     "Beneficial Owner" (as such term is defined in Rule 13d-3 under the Act),
     directly or indirectly, of securities of the Corporation (not including in
     the securities beneficially owned by such Person any securities acquired
     directly from the Corporation or its Affiliates after January 31, 2000,
     pursuant to express authorization by the Board that refers to this
     exception) representing 25% or more of (A) the combined voting power of the
     Corporation's then outstanding voting securities or (B) the then
     outstanding shares of common stock of the Corporation; or

               (ii) the following individuals cease for any reason to constitute
     a majority of the number of directors then serving: individuals who, on
     January 31, 2000, constituted the Board and any new director (other than a
     director whose initial assumption of office is in connection with an actual
     or threatened election contest, including but not limited to a consent
     solicitation, relating to the election of directors of the Corporation, as
     such terms are used in Rule 14a-11 of Regulation 14A under the Act) whose
     appointment or election by the Board or nomination for election by the
     Corporation's shareholders was approved by a vote of at least two-thirds
     (2/3) of the directors then still in office who either were directors on
     January 31, 2000 or whose appointment, election or nomination for election
     was previously so approved; or

               (iii) the shareholders of the Corporation approve a merger,
     consolidation or share exchange of the Corporation with any other
     corporation or approve the issuance of voting securities of the Corporation
     in connection with a merger, consolidation or share exchange of the
     Corporation (or any direct or indirect subsidiary of the Corporation)
     pursuant to applicable stock exchange requirements, other than (A) a
     merger, consolidation or share exchange that would result in the voting
     securities of the Corporation outstanding immediately prior to such merger,
     consolidation or share exchange continuing to represent (either by
     remaining outstanding or by being converted into voting securities of the
     surviving entity or any parent thereof) at least 50% of the combined voting
     power of the voting securities of the Corporation or such surviving entity
     or any parent thereof


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     outstanding immediately after such merger, consolidation or share exchange,
     (B) a merger, consolidation or share exchange effected to implement a
     recapitalization of the Corporation (or similar transaction) in which no
     Person (other than an Excluded Person) is or becomes the Beneficial Owner,
     directly or indirectly, of securities of the Corporation (not including in
     the securities beneficially owned by such Person any securities acquired
     directly from the Corporation or its Affiliates after January 31, 2000,
     pursuant to express authorization by the Board that refers to this
     exception) representing 25% or more of (1) the combined voting power of the
     Corporation's then outstanding voting securities or (2) the then
     outstanding shares of common stock of the Corporation or (C) a merger,
     consolidation or share exchange immediately following the effectiveness of
     which shares of Class A Common Stock of the Corporation will remain issued
     and outstanding and Excluded Persons will continue to beneficially own a
     majority of the outstanding shares of Class A Common Stock of the
     Corporation; or

               (iv) the shareholders of the Corporation approve a plan of
     complete liquidation or dissolution of the Corporation or an agreement for
     the sale or disposition by the Corporation of all or substantially all of
     the Corporation's assets (in one transaction or a series of related
     transactions within any period of 24 consecutive months), other than a sale
     or disposition by the Corporation of all or substantially all of the
     Corporation's assets to an entity at least 75% of the combined voting power
     of the voting securities of which are owned by Persons in substantially the
     same proportions as their ownership of the Corporation immediately prior to
     such sale.

          Notwithstanding the foregoing, no "Change in Control" shall be deemed
to have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Corporation immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity that owns all or substantially all of the assets of the Corporation
immediately following such transaction or series of transactions.

          (e)  "Code" means the Internal Revenue Code of 1986, as amended.

          (f)  "Committee" means the Human Resources Committee of the Board,
               which shall consist of two (2) or more members of the Board, each
               of whom qualifies as a "non-employee director" within the meaning
               of Rule 16b-3 and each of whom qualifies as an "outside director"
               for purposes of Section 162(m) of the Code.

          (g)  "Corporation" means Oshkosh Truck Corporation, a Wisconsin
               corporation.

          (h)  "Disability" shall have the meaning assigned to the terms "total
               disability" or "totally disabled" in the Oshkosh Truck
               Corporation Long Term


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               Disability Program for Salaried Employees, provided the
               Participant remains totally disabled for five (5) consecutive
               months.

          (i)  "Exempt Person" means (i) J. Peter Mosling, Jr.; (ii) Stephen P.
               Mosling; (iii) any transferee to which the Persons identified in
               clause (i) and (ii) above (the "Moslings") have lawfully
               transferred or may lawfully transfer shares of Class A Common
               Stock of the Corporation pursuant to the provisions of the Stock
               Purchase Agreement dated April 26th, 1996, by and among the
               Corporation and the Moslings, as the same may be amended from
               time to time; and (iv) any trustee, guardian, custodian,
               executor, administrator, fiduciary or other legal representative
               of the Persons identified in clauses (i), (ii) and (iii) above or
               the estates of the Moslings, in their capacity as such.

          (j)  "Fair Market Value" means the last sale price of the Stock as
               reported on the NASDAQ National Market System on a particular
               date.

          (k)  "Non-Employee Director" means any member of the Board who is not
               an employee of the Corporation or of any Subsidiary.

          (l)  "Option" means the right to purchase Stock at a stated price for
               a specified period of time. For purposes of the Plan an Option
               may be either (i) an "incentive stock option" within the meaning
               of Section 422 of the Code or (ii) a "nonstatutory stock option."

          (m)  "Participant" means any individual designated by the Committee to
               participate in the Plan.

          (n)  "Performance Goals" means any goals the Committee establishes
               that relate to one or more of the following with respect to the
               Corporation or any one or more Subsidiaries or other business
               units: net sales; cost of sales; gross income; operating income;
               earnings before interest and taxes; earnings before interest,
               taxes, depreciation and amortization; income from continuing
               operations; net income; basic earnings per share; diluted
               earnings per share; cash flow; net cash provided by operating
               activities; net cash provided by operating activities less net
               cash used in investing activities; ratio of debt to debt plus
               equity; return on shareholder equity; return on invested capital;
               return on average total capital employed; return on net assets
               employed before interest and taxes; operating working capital;
               average accounts receivable (calculated by taking the average of
               accounts receivable at the end of each month); average
               inventories (calculated by taking the average of inventories at
               the end of each month); and economic value added. As to each
               Performance Goal, the relevant


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               measurement of performance shall be computed in accordance with
               generally accepted accounting principles, but will exclude the
               effects of (i) extraordinary, unusual and/or non-recurring items
               of gain or loss, (ii) gains or losses on the disposition of a
               business, (iii) changes in tax or accounting regulations or laws,
               or (iv) the effect of a merger or acquisition, that in each case
               the Corporation identifies in its audited financial statements,
               including footnotes, or the Management's Discussion and Analysis
               section of the Corporation's annual report.

          (o)  "Period of Restriction" means the period during which the
               transfer of shares of Restricted Stock is restricted pursuant to
               Section 7 of the Plan.

          (p)  "Person" has the meaning given in Section 3(a)(9) of the Act, as
               modified and used in Sections 13(d) and 14(d) thereof.

          (q)  "Restricted Stock" means Stock granted to a Participant pursuant
               to Section 7 of the Plan.

          (r)  "Retirement" shall have the meaning assigned to such term in the
               pension plan of the Corporation.

          (s)  "Rule 16b-3" means Rule 16b-3 as promulgated by the United States
               Securities and Exchange Commission under the Act or any successor
               rule or regulation thereto.

          (t)  "Stock" means the Common Stock of the Corporation, par value of
               one cent ($.01) per share.

          (u)  "Subsidiary" means any present or future subsidiary of the
               Corporation, as defined in Section 424(f) of the Code.

          2.2 Number. Except when otherwise indicated by the context, the
singular shall include the plural, and the plural shall include the singular.

Section 3. Eligibility and Participation

          3.1 Eligibility and Participation. Participants in the Plan shall be
selected by the Committee from among those officers and other key employees of
the Corporation and its Subsidiaries who, in the opinion of the Committee, are
in a position to contribute materially to the Corporation's continued growth and
development and to its long-term financial success. All Non-Employee Directors
shall receive grants of Options as provided in Section 6A.

Section 4. Stock Subject to Plan


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          4.1 Number. The total number of shares of Stock subject to issuance
under the Plan may not exceed 2,152,753. The total number of shares of Stock
subject to issuance pursuant to Options granted under the Plan in any five year
period to any one person may not exceed 600,000. The limitations set forth in
this Section 4.1 are subject to adjustment upon occurrence of any of the events
indicated in Subsection 4.3. The shares to be delivered under the Plan may
consist, in whole or in part, of authorized but unissued Stock or treasury
Stock, not reserved for any other purpose.

          4.2 Unused Stock; Unexercised Rights. In the event any shares of stock
are subject to an Option which, for any reason, expires or is terminated
unexercised as to such shares, or any shares of Stock, subject to a Restricted
Stock grant made under the Plan are reacquired by the Corporation pursuant to
Subsection 7.9 or 7.10 of the Plan, such shares again shall become available for
issuance under the Plan.

          4.3 Adjustment in Capitalization. In the event that any change in the
outstanding shares of Stock (including an exchange of the Stock for stock or
other securities of another corporation) occurs after adoption of the Plan by
the Board by reason of a Stock dividend or split, recapitalization, merger,
consolidation, combination, exchange of shares or other similar corporate
change, the aggregate number of shares of Stock (or the stock or other
securities that had been issued in exchange for the shares of Stock) subject to
each outstanding Option, and its stated Option price, shall be appropriately
adjusted by the Committee, whose determination shall be conclusive; provided,
however, that fractional shares shall be rounded to the nearest whole share. In
such event, the Committee shall also have discretion to make appropriate
adjustments in the number and type of shares subject to Restricted Stock grants
then outstanding under the Plan pursuant to the terms of such grants or
otherwise. In the event of any other change in the Stock, the Committee shall in
its sole discretion determine whether such change equitably requires a change in
the number or type of shares subject to any outstanding Stock Option or
Restricted Stock grant and any such adjustment made by the Committee shall be
conclusive. Notwithstanding the foregoing, Options subject to grant or
previously granted to Non-Employee Directors under the Plan at the time of any
event described in this Section 4.3 shall be subject to only such adjustments as
shall be necessary to maintain the relative proportionate interest of the
Non-Employee Directors and preserve, without exceeding, the value of such
Options.

Section 5. Duration of Plan

          5.1 Duration of Plan. The Plan shall remain in effect, subject to the
Board's right to earlier terminate the Plan pursuant to Subsection 10.3 hereof,
until all Stock subject to it shall have been purchased or acquired pursuant to
the provisions hereof. Notwithstanding the foregoing, no Option or Restricted
Stock may be granted under the Plan on or after September 19, 2010. Further, no
annual incentive award may be granted under Section 8.1 of the Plan in respect
of any fiscal year of the Corporation after 2005.


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Section 6. Stock Options

          6.1 Grant of Options. Subject to the provisions of Sections 4 and 5,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. Non-Employee Directors shall not be
eligible to be granted Options under the Plan, except as provided in Section 6A.
The Committee shall have complete discretion in determining the number of
Options granted to each Participant. The Committee also shall determine whether
an Option is to be an incentive stock option within the meaning of Section 422
of the Code or a nonstatutory stock option. However, in no event shall the Fair
Market Value (determined at the date of grant) of Stock with respect to which
incentive stock options are exercisable for the first time by a Participant
during any calendar year exceed one hundred thousand dollars ($100,000). Nor
shall any incentive stock option be granted to any person who owns, directly or
indirectly, stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation ("Ten Percent
Stockholder"). Nothing in this Section 6 of the Plan shall be deemed to prevent
the grant of nonstatutory stock options in excess of the maximum established by
Section 422 of the Code.

          6.2 Option Agreement. Each Option shall be evidenced by an Option
agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of shares of Stock to which the Option
pertains and such other provisions as the Committee shall determine.

          6.3 Option Price. No Option granted pursuant to the Plan shall have an
Option price that is less than the Fair Market Value of the Stock on the date
the Option is granted.

          6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time it is granted; provided, however, that no
Option that is an incentive stock option shall be exercisable later than the
tenth (10th) anniversary date of its grant, and no Option that is a nonstatutory
stock option shall be exercisable more than ten (10) years and one (l) month
after the date of its grant.

          6.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for all
Participants; except that Options granted to officers, directors or Ten Percent
Stockholders may not be exercised until at least six (6) months after the date
of grant.

          6.6 Payment. The Option price upon exercise of any Option shall be
payable to the Corporation in full either (i) in cash or its equivalent, or (ii)
by tendering shares of previously acquired Stock having a Fair Market Value at
the time of exercise equal to the total


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Option price, or (iii) by a combination of (i) and (ii). The proceeds from such
a payment shall be added to the general funds of the Corporation and shall be
used for general corporate purposes.

          6.7 Restrictions on Stock Transferability. The Committee may impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.

          6.8 Termination of Employment Due to Death, Disability or Retirement.
In the event the employment of a Participant is terminated by reason of death,
Disability or Retirement, the Committee may provide in the Option agreement that
any outstanding Options shall become immediately exercisable at any time prior
to the expiration date of the Options or within twelve (12) months after such
date of termination of employment, whichever period is the shorter. However, in
the case of incentive stock options, the favorable tax treatment prescribed
under Section 422 of the Code shall not be available if such options are not
exercised within three (3) months after such date of termination due to
Retirement.

          6.9 Termination of Employment Other than for Death, Disability or
Retirement. If the employment of the Participant shall terminate for any reason
other than death, Disability or Retirement, the rights under any then
outstanding Option granted pursuant to the Plan shall terminate upon the
expiration date of the Option or three (3) months after such date of termination
of employment, whichever first occurs, subject to such exceptions (which shall
be set forth in the Option Agreement) as the Committee may, in its sole
discretion, approve.

          6.10 Nontransferability of Options. No Option granted under the Plan
may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.

Section 6A. Non-Employee Director Stock Options

          6A.1 Grant of Options. Effective as of August 19, 1999, upon the
conclusion of each annual meeting of the shareholders of the Corporation, each
Non-Employee Director at such time shall be granted a nonqualified Option to
purchase 3,000 shares of Stock.

          6A.2 Terms of Options. The right to exercise Options granted to a
Non-Employee Director pursuant to this Section 6A shall accrue as to one-third
(1/3) of the shares on each of the first three anniversaries of the date of
grant. No partial exercise of the Options may be for less than one hundred (100)
share lots or multiples thereof. The term of Options granted pursuant to this
Section 6A shall expire ten years and one month from the date of grant or twelve
months after the Non-Employee Director ceases for any reason to be a member of
the Board, whichever occurs first. The Option exercise price shall be the Fair
Market Value of the Stock on


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the date each Option is granted, which shall be payable to the Corporation in
full upon exercise either (i) in cash or its equivalent, or (ii) by tendering
shares of previously acquired Stock having a Fair Market Value at the time of
exercise equal to the total Option price, or (iii) by a combination of (i) and
(ii).

Section 7. Restricted Stock

          7.1 Grant of Restricted Stock. Subject to the provisions of Sections 4
and 5, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Non-Employee Directors are not eligible to receive grants of
Restricted Stock under the Plan. Each grant of Restricted Stock shall be in
writing.

          7.2 Transferability. Except as provided in Section 7 hereof, the
shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated for such period of time
as shall be determined by the Committee and shall be specified in the Restricted
Stock grant, or upon earlier satisfaction of other conditions as specified by
the Committee in its sole discretion and set forth in the Restricted Stock
grant; provided that Restricted Stock granted to officers, directors or Ten
Percent Stockholders may not be sold for at least six (6) months after the date
of grant.

          7.3 Other Restrictions. The Committee may impose such other
restrictions on any shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.

          7.4 Certificate Legend. In addition to any legends placed on
certificates pursuant to Subsection 7.3 hereof, each certificate representing
shares of Restricted Stock granted pursuant to the Plan shall bear the following
legend:

          "The sale or other transfer of the shares of stock
          represented by this certificate, whether voluntary,
          involuntary or by operation of law, is subject to certain
          restrictions on transfer set forth in Oshkosh Truck
          Corporation's 1990 Incentive Stock Plan, rules of
          administration adopted pursuant to such Plan and a
          Restricted Stock grant dated __________. A copy of the Plan,
          such rules and such Restricted Stock grant may be obtained
          from the Secretary of Oshkosh Truck Corporation."

          7.5 Removal of Restrictions. Except as otherwise provided in Section 7
hereof, shares of Restricted Stock covered by each Restricted Stock grant made
under the Plan shall become freely transferable by the Participant after the
last day of the Period of Restriction.


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Once the shares are released from the restrictions, the Participant shall be
entitled to have the legend required by Subsection 7.4 removed from the
Participant's Stock certificate.

          7.6 Voting Rights. During the Period of Restriction, Participants
holding shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those shares.

          7.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding shares of Restricted Stock granted hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those shares while they are so held. If any such dividends or
distributions are paid in shares of Stock, the shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.

          7.8 Termination of Employment Due to Retirement. The Committee may
provide in its Restricted Stock grant that in the event a Participant terminates
his or her employment with the Corporation because of Retirement, any remaining
Period of Restriction applicable to the Restricted Stock pursuant to Subsection
7.2 hereof shall automatically terminate and, except as otherwise provided in
Subsection 7.3, the shares of Restricted Stock shall thereby be free of
restrictions and freely transferable. In the event the Restricted Stock grant
does not automatically terminate such restrictions and a Participant terminates
his or her employment with the Corporation because of Retirement, the Committee
may, in its sole discretion, waive the restrictions remaining on any or all
shares of Restricted Stock pursuant to Subsection 7.2 hereof and/or add such new
restrictions to those shares of Restricted Stock as it deems appropriate.

          7.9 Termination of Employment Due to Death or Disability. The
Committee may provide in its Restricted Stock grant that in the event a
Participant terminates his or her employment with the Corporation because of
death or Disability during the Period of Restriction, the restrictions
applicable to the shares of Restricted Stock pursuant to Subsection 7.2 hereof
shall terminate automatically with respect to all of the shares or that number
of shares (rounded to the nearest whole number) equal to the total number of
shares of Restricted Stock granted to such Participant multiplied by the number
of full months which have elapsed since the date of grant divided by the maximum
number of full months of the Period of Restriction. All remaining shares shall
be forfeited and returned to the Corporation; provided, however, that the
Committee may, in its sole discretion, waive the restrictions remaining on any
or all such remaining shares either before or after the death of the
Participant.

          7.10 Termination of Employment for Reasons Other than Death Disability
or Retirement. In the event that a Participant terminates his or her employment
with the Corporation for any reason other than those set forth in Subsections
7.8 and 7.9 hereof during the Period of Restriction, then any shares of
Restricted Stock still subject to restrictions at the date of such termination
shall automatically be forfeited and returned to the Corporation; provided,
however, that, in the event of an involuntary termination of the employment of a
Participant by


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<PAGE>

the Corporation, the Committee may, in its sole discretion, waive the automatic
forfeiture of any or all such shares and/or may add such new restrictions to
such shares of Restricted Stock as it deems appropriate.

          7.11 Nontransferability of Restricted Stock. No shares of Restricted
Stock granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution until the termination of the applicable Period of
Restriction. All rights with respect to Restricted Stock granted to a
Participant under the Plan shall be exercisable during the Participant's
lifetime only by such Participant.

Section 8. Annual Incentive Awards

          8.1 Annual Incentive Awards. The Committee may grant annual incentive
awards under this Plan each fiscal year of the Corporation to such executive
officers of the Corporation as it selects. The Committee will determine all
terms and conditions of the annual incentive award. However, the Committee must
require that payment of any amount of the annual incentive award is contingent
on the achievement or partial achievement during the fiscal year of one or more
of Performance Goals that the Committee specifies. In addition, a Participant
may not receive an amount under an annual incentive award in respect of any
single fiscal year of the Corporation that is more than $3,000,000.

Section 8A. Beneficiary Designation

          8A.1 Beneficiary Designation. Each Participant and Non-Employee
Director under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the death of the Participant or
the Non-Employee Director, as the case may be, before he or she receives any or
all of such benefit. Each designation will revoke all prior designations by the
same Participant or Non-Employee Director, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant or
Non-Employee Director in writing with the Committee during the lifetime of the
Participant or Non-Employee Director. In the absence of any such designation,
benefits remaining unpaid at the death of the Participant or Non-Employee
Director, as the case may be, shall be paid to the estate of the Participant or
Non-Employee Director, as the case may be.

Section 9. Rights of Employees

          9.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Corporation to terminate any Participant's employment
at any time nor confer upon any Participant any right to continue in the employ
of the Corporation.


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          9.2 Participation. No employee shall have a right to be selected as a
Participant or, having been so selected, to be selected again as a Participant.
The preceding sentence shall not be construed or applied so as to deny an
employee any Participation in the Plan solely on the basis that the employee was
a Participant in connection with a prior grant of benefits under the Plan.

Section 10. Administration; Powers and Duties of the Committee

          10.1 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Corporation, and
to make all other determinations necessary or advisable for the administration
of the Plan, but only to the extent not contrary to the express provisions of
the Plan. Determinations, interpretations, or other actions made or taken by the
Committee pursuant to the provisions of the Plan shall be final and binding and
conclusive for all purposes and upon all persons whomsoever. The grant, amount
and terms of Awards to Non-Employee Directors under the Plan shall be determined
as provided in Section 6A of the Plan.

          10.2 Change of Control. Without limiting the authority of the
Committee as provided herein, the Committee, either at the time Options or
shares of Restricted Stock are granted, or, if so provided in the applicable
Option agreement or Restricted Stock grant, at any time thereafter, shall have
the authority to accelerate in whole or in part the exercisability of Options
and/or the last day of the Period of Restriction upon a Change of Control. The
Option agreements and Restricted Stock grants approved by the Committee may
contain provisions whereby, in the event of a Change of Control, the
acceleration of the exercisability of Options and/or the last day of the Period
of Restriction may be automatic or may be subject to the discretion of the
Committee, depending on whether the Change of Control shall be approved by a
majority of the members of the Board. Without limiting the authority of the
Committee as provided herein, the Committee shall have the authority to provide
that an annual incentive award under Section 8.1 will be vested and paid out on
a prorated basis, based on the maximum award opportunity of such award and the
number of months of the fiscal year of the Corporation that have elapsed, upon a
Change of Control. Except as otherwise expressly provided in any agreement
between a Participant and the Corporation, if the receipt of any payment by a
Participant under the circumstances described above would result in the payment
by the Participant of any excise tax provided for in Section 280G and Section
4999 of the Code, then the amount of such payment shall be reduced to the extent
required to prevent the imposition of such excise tax.

          10.3 Amendment, Modification and Termination of Plan. The Board may at
any time terminate, and from time to time may amend or modify the Plan,
provided, however, that no such action of the Board, without approval of the
stockholders, may:


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<PAGE>

          (a) Increase the total amount of Stock which may be issued under the
     Plan, except as provided in Subsections 4.1 and 4.3 of the Plan.

          (b) Increase the total number of shares of Stock that may be issued
     under the Plan to any one Participant, except as provided in Subsections
     4.1 and 4.3 of the Plan.

          (c) Change the provisions of the Plan regarding the Option price
     except as permitted by Subsection 4.3.

          (d) Materially increase the cost of the Plan or materially increase
     the benefits to Participants and/or Non-Employee Directors.

          (e) Extend the period during which Options or Restricted Stock may be
     granted.

          (f) Extend the maximum period after the date of grant during which
     Options may be exercised.

          (g) Change the class of individuals eligible to receive Options or
     Restricted Stock.

          (h) Increase the dollar limitation set forth in Section 8.1 or amend
     the definition of "Performance Goals" in each case if doing so would cause
     the Plan to fail to comply with the provisions of Section 162(m) of the
     Code in respect of the subject matter of Section 8.1.

No amendment, modification or termination of the Plan shall in any manner
adversely affect any Options or Restricted Stock theretofore granted under the
Plan, without the consent of the Participant.

Section 11. Tax Withholding

          11.1 Tax Withholding. The Corporation shall have the power to require
a Participant to remit to the Corporation an amount sufficient to satisfy
Federal, state and local taxes (including payroll taxes) that the law requires
the Corporation to withhold as a result of the exercise of an Option or the
lapse of restrictions on Restricted Stock. Upon or prior to the exercise of an
Option or the lapse of restrictions on Restricted Stock requiring tax
withholding, a Participant may make a written election to have shares of Stock
withheld by the Corporation from the shares otherwise to be received or to
deliver to the Corporation previously acquired shares of Stock. The number of
shares so withheld or delivered shall have an aggregate Fair Market Value on the
date the tax is determined to satisfy the Corporation's minimum statutory
withholding obligation. The acceptance of any such election by a Participant
shall be at the sole discretion of the Committee.


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Section 12. Requirements of Law

          12.1 Requirements of Law. The granting of Options or Restricted Stock,
and the issuance of shares of Stock upon the exercise of an Option shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.

          12.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Wisconsin.



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